sebi:WTM/PS/66/ERO/IMD/OCT/2015
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Facts / Headnote
Directions issued: Company and directors jointly and severally directed to refund Rs.11,42,63,000 collected through RPS with 15% p.a. interest compounded half-yearly; public notice in newspapers; certificate of refund completion by peer-reviewed CAs; restraint from securities market access for 4 years from completion of refunds; referral to stock exchanges, depositories, and Ministry of Corporate Affairs.
Provisions invoked
- s. 11A
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 394
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
- s. 73(3)
- s. 56(4)
Parties
- Just-Reliable Projects India Limited (JRPIL)
- Swarup Dutta
- Sumanta Gorai
- Susanta Ghosh
- Sukanta Dutta
- Koushik Bej
- Najib Seikh
- Anjan Jana
- Kanwal Prakash Singh
- Gajender Pal Singh
- Sandip Dutta
- Virender Kumar
- Niladri Chakraborty
Holding
The Company made a 'public issue' of Redeemable Preference Shares by devising a ploy of multiple allotments of 49 or fewer persons each to circumvent the first proviso to Section 67(3) of the Companies Act, 1956, thereby violating Sections 56, 60 and 73 of that Act. All directors (past and present) are jointly and severally liable to refund the Rs.11,42,63,000 raised with 15% interest and are restrained from the securities market.
Full text
Page 2 of 23 impugned offer and issue of RPS and to ensure that the Company and its directors are restrained from carrying on with their fund mobilizing activity, SEBI had issued the following directions:
Page 3 of 23 19. The prima facie observations contained in this Order are made on the basis of the material available on record i.e. the complaint received by SEBI and information obtained from the 'MCA 21 Portal'. In this context, JRPIL and its Directors may, within 21 days from the date of receipt of this Order, file their reply, if any, to this Order and may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.
Page 4 of 23 hearing was afforded to them on April 22, 2015 and advised them that failure to appear on the said date would result in SEBI proceeding ex-parte in the matter on the basis of material available on record.
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Source: SecMarx — sebi:WTM/PS/66/ERO/IMD/OCT/2015. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.