sebi:WTM/PS/93/ERO-RLO/MAR/2015
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Facts / Headnote
Interim directions issued restraining the Company and its directors from mobilizing funds, accessing the securities market, and diverting assets; show-cause notice issued as to why refund with 15% interest and other directions should not be imposed.
Provisions invoked
- s. 11A
- s. 24
- s. 19
- s. 55A
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
- s. 73(3)
- s. 621
Regulations
- Reg. 7
- Reg. 107
- Reg. 57
- Reg. 25
- Reg. 6
- Reg. 59
- Reg. 30
- Reg. 36
- Reg. 46
- Reg. 4(2)(d)
- Reg. 47
- Reg. 5
Parties
- ERIL Mutual Benefit India Limited
- Biplab Kumar Dey
- Juthika Ghosh
- Chandan Sinha Roy
Holding
SEBI held that ERIL Mutual Benefit India Limited made a 'public offer' of equity shares by allotting to 519 persons (more than 49), thereby contravening sections 56, 60 and 73 of the Companies Act, 1956 read with section 67(3) and the ICDR Regulations, and issued interim restraining directions against the Company and its directors.
Full text
Page 2 of 9 v. Other information in respect of securities issued by the Company, viz., a. Copy of Prospectus/Red Herring Prospectus/Statement in lieu of Prospectus/Information Memorandum filed with Registrar of Companies (“RoC”). b. Date of opening and closing of the subscription list; c. Details regarding the number of application forms circulated inviting subscription; d. Details regarding the number of applications received; e. Details regarding the number of allottees and list of such allottees; f. Number of equity shares allotted and value of such allotment against each allottee's name. g. Details regarding subscription amount raised; h. Date of allotment of securities; i. Copies of the minutes of Board/Committee meeting in which the resolution was passed for allotments; j. Date of dispatch of certificates etc.; k. Details of the total number of applicants for each of the Company's schemes besides the list of final allottees; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of securities. m. Terms and conditions of the issue of securities.
Page 3 of 9 (d) There is no record (no filing in the MCA portal and no response from the Company as the SEBI letters have returned) to suggest that the Company had filed Prospectus/Offer Document with respect to above issuance of equity shares.
Page 4 of 9 Accordingly, it is alleged that the Company made a 'public offer' of equity shares on June 30, 2013 in terms of the first proviso to section 67(3) of the Companies Act, 1956.
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Source: SecMarx — sebi:WTM/PS/93/ERO-RLO/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.