sebi:WTM/PS/76/ERO/OCT/2015
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Facts / Headnote
Directions issued: refund of monies raised with interest under Section 73(2) of Companies Act, 1956 read with Section 27(2) of SEBI Act; restraint from accessing securities market and dealing in securities for four years from completion of refunds; directors restrained from associating with listed/public companies and SEBI-registered intermediaries for four years; Infinity Realcon Debenture Trust and Shri Chinmoy Guha Thakurta restrained from acting as intermediary/accessing securities market for four years; copies forwarded to stock exchanges, depositories, and Ministry of Corporate Affairs/ROC.
Provisions invoked
- s. 11
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 27(2)
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 73(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 16(1)
- Reg. 107
- Reg. 4(2)(b)
- Reg. 111
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Infinity Realcon Limited (IRL)
- Shri Prabir Kumar Mukherjee
- Shri Pranab Mukherjee
- Shri Soumen Mallick
- Shri Sanjoy Kumar Maiti
- Shri Sujit Mitra
- Shri Pralay Kumar Saw
- Shri Bhaskar Banerjee
- Shri Sarbari Mukherjee
- Shri Partha Protim Mukherjee
- Infinity Realcon Debenture Trust
- Shri Chinmoy Guha Thakurta
Holding
IRL's offers of Redeemable Preference Shares and Secured Non-Convertible Debentures were deemed public issues under the first proviso to Section 67(3) of the Companies Act, 1956, and IRL, its directors, and the debenture trustee were held liable for non-compliance with prospectus, listing, refund, DIP Guidelines, ICDR, and Debt Securities Regulations requirements. Refunds with interest and market-access bans were ordered.
Full text
Page 2 of 29 1.1 Infinity Realcon Limited (IRL) having its office at 176, A.J.C. Bose Road, 4th Floor, Kolkata –700014, West Bengal, India, was incorporated on April 22, 2009, with the Registrar of Companies (ROC), Kolkata, West Bengal with CIN No. as U74900WB2009PLC134683. 1.2 Securities and Exchange Board of India ("SEBI") received complaints from investors alleging wrongful issue of preference shares/debenture by IRL. 1.3 On enquiry by SEBI, it was observed that IRL had made an offer and issued Redeemable Preference Shares ("offer ofRPSs") for Rs. 19,31,58,950/-. It was also observed that the IRL had offered/issued Secured Non–Convertible Redeemable Debentures (offer of NCDs), with the issue size of Rs. 50 crore. 1.4 As the above said offer of Offer of RPS and NCDs were found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act"), the Companies Act, 1956, (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations"), SEBI (Issue and Listing of Debt Securities), Regulations, 2008 ("Debt Securities Regulations"), SEBI passed an interim order dated January 7, 2015 and issued directions mentioned therein against IRL and its Directors, viz., Shri Prabir Kumar Mukherjee, Shri Pranab Mukherjee, Shri SoumenMallick, Shri Sanjoy Kumar Maiti, Shri SujitMitra, Shri Pralay Kumar Saw, Shri Bhaskar Banerjee, Shri Sarbari Mukherjee and Shri ParthaProtim Mukherjee and its Debenture Trustee, viz Infinity Realcon Debenture Trust (through
Page 3 of 29 Financial Year No. of Allottees (Approximate) Amount (Rs.) (Approximate) 2010 – 11 13,436 10,84,76,950 2011 – 12 5,095 4,18,14,300 2012 – 13 763 66,81,900 Total
Page 4 of 29 equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. IRL and its present Directors, viz. Shri Prabir Kumar Mukherjee, Shri Pranab Mukherjee and Shri SoumenMallick, including its past Directors, viz. Shri Sanjoy Kumar Maiti , Shri SujitMitra, Shri Pralay Kumar Saw , Shri Bhaskar Banerjee, Shri Sarbari Mukherjee and Shri ParthaProtim Mukherjee, are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iii. IRL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; iv. IRL shall provide a full inventory of all its assets and properties; v. IRL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vi. IRL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares and Offer of NCDs, without prior permission from SEBI; vii. IRL and its abovementioned present Directors shall not divert any funds rais
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Source: SecMarx — sebi:WTM/PS/76/ERO/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.