sebi:WTM/PS/84/ERO/BLO/MAR/2015
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Facts / Headnote
All directions issued vide the interim Order dated July 23, 2014 confirmed against Seashore Securities Limited and its promoters/directors; matter to be proceeded based on material on record pending completion of investigation.
Provisions invoked
- s. 19
- s. 80
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 106
- s. 73(2)
- s. 24
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 75(1)
- s. 86
- s. 85
Regulations
- Reg. 2(1)
- Reg. 107
Parties
- Seashore Securities Limited
- Mr. Prashanta Kumar Dash
- Mr. Pravat Kumar Dash
- Ms. Jyotirani Sarangi
- Mr. Surath Das
- Ms. Shantiprava Dash
- Mr. Manoj Kumar Nath
- Ms. Prativa Dash
- Mr. Sudhanshu Shekhar Pati
- Ms. Sapna Jena
- Mr. Gopal Chandra Sahu
Holding
SEBI confirmed all interim directions dated July 23, 2014 against Seashore Securities Limited and its promoters/directors, holding that the issuance of cumulative redeemable preference shares to 76,758 investors constituted a public issue requiring compliance with the Companies Act, 1956, the SEBI Act and applicable SEBI regulations.
Full text
Page 2 of 17 AEKPD7710E], Ms. Jyotirani Sarangi [DIN: 01321926], Mr. Surath Das, Ms. Shantiprava Dash, Mr. Manoj Kumar Nath, Ms. Prativa Dash, Mr. Sudhanshu Shekhar Pati, Ms. Sapna Jena [DIN: 03419332] and Mr. Gopal Chandra Sahu [DIN: 05240823] are restrained from mobilizing funds through the issue of redeemable preference shares or through the issuance of equity shares or any other securities, to the public and/ or invite subscription, in any manner whatsoever, either directly or indirectly till further directions. b. Seashore Securities Limited and its promoters and directors including Mr. Prashanta Kumar Dash, Mr. Pravat Kumar Dash, Ms. Jyotirani Sarangi, Mr. Surath Das, Ms. Shantiprava Dash, Mr. Manoj Kumar Nath, Ms. Prativa Dash, Mr. Sudhanshu Shekhar Pati, Ms. Sapna Jena and Mr. Gopal Chandra Sahu 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. c. Seashore Securities Limited and its promoters and directors including Mr. Prashanta Kumar Dash, Mr. Pravat Kumar Dash, Ms. Jyotirani Sarangi, Mr. Surath Das, Ms. Shantiprava Dash, Mr. Manoj Kumar Nath, Ms. Prativa Dash, Mr. Sudhanshu Shekhar Pati, Ms. Sapna Jena and Mr. Gopal Chandra Sahu shall not dispose any of the properties of the said company or alienate the assets acquired/created through the funds raised from public by issuance of the impugned
Page 3 of 17 a. Ms. Sapna Jena vide her letter received by SEBI on August 19, 2014, replied to the interim order and submitted that: − Seashore had raised capital through issue of redeemable preference shares in terms of Section 86 of the Companies Act, 1956 and Article 9 of the Articles of Association so as to meet its capital expenditure for different projects undertaken by it and also for investment in group companies for implementing different projects either individually or jointly with Government of Odisha in Public Private Partnership mode. The issue of redeemable preference shares was made on private placement basis to friends and associates of the Company and the same cannot be construed as public issue in terms of the SEBI Regulations and the Companies Act,
Page 4 of 17 to 100 only in order to accomplish the mandatory requirement of incorporation under the Companies Act, 1956 and her liability was limited only to the extent of her subscribed shares in the Company. The interim order has implicated her for the alleged action for which she was not responsible for. − Mr. Pravat Kumar Dash was appointed as a director of Seashore for a short duration and resigned since long. Allegations regarding the applicable sections of the SEBI Act were not during his tenure, hence, implicating him on the subject is not fair. − The induction of Mr. Gopal Chandra Sahu into the Company as a Director of 'S-TV Samachar', a subsidiary of Seashore was made with his due consent, the proof of which was there in the relevant form 32. − As regards, the 6,00,000 preference shares allotted to Mr. Prashanta Kumar Dash, Managing Director, it has been said that the amount has been collected by the Company to some extent as application money and the rest amount was treated as call in arrear due for collection. − The major outflows of Seashore's fund towards its group companies are as per the applicable mandatory provisions of the Companies Act, 1956, with a hope of getting adequate return in future. − As regards, the issuance of cumulative preference shares to more than 50 persons, the same was inadvertently done as the issue was entirely made with the intention of making private placement. For the violation of all the applicable provisions, Seashore is ready f
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Source: SecMarx — sebi:WTM/PS/84/ERO/BLO/MAR/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.