sebi:WTM/PS/ERO/86/MAR/2015
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Facts / Headnote
Prima facie finding of unlawful public issue; company and present and former directors restrained from mobilizing funds, issuing prospectus/advertisements, disposing/alienating assets and diverting funds, restrained from accessing securities market, directed to cooperate, furnish documents and inventory of assets/accounts, with 21 days to show cause why refund with 15% interest and further prohibitions should not be imposed.
Provisions invoked
- 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. 36
- Reg. 46
- Reg. 4(2)(d)
- Reg. 47
- Reg. 5
Parties
- URO Infotech Limited
- Mr. Biswapriya Giri (DIN- 02831730)
- Mr. Prasun Mondal (DIN- 06568526)
- Mr. Sanjoy Chowhan (DIN- 06568541)
- Mr. Sachindra Nath Bhattacharya (DIN- 00559781)
- Smt. Ipsita Das Giri (DIN- 02877459)
Holding
SEBI prima facie held that URO Infotech Limited's allotment of 16,00,000 equity shares to 1,000 persons on March 31, 2012 was a public offer in violation of sections 56, 60 and 73 read with section 67(3) of the Companies Act, 1956 and the ICDR Regulations, and issued interim restraints and show-cause directions against the company and its present and former directors.
Full text
Page 2 of 9 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 preference shares/debentures; i. Copies of the minutes of Board/Committee meeting in which the resolution was passed for allotment; j. Date of dispatch of certificates, etc.; k. Details of the total number of applicants for each of the schemes besides the list of final allottee; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of preference shares/debentures. m. Terms and conditions of the issue of preference shares/debentures. n. Whether the company has applied for listing of its securities with any of the stock exchanges. o. Copy of Form 2 and Form 10 filed with the RoC. p. Details of debenture trustee viz. name, address, board resolution authorizing their appointment etc.
Page 3 of 9 iii. Mr. Sachindra Nath Bhattacharya (DIN- 00559781) and Smt. Ipsita Das Giri (DIN- 02877459) were the former directors of the Company during the period June 16, 2011 to April 29, 2013, i.e., during the period when the equity shares were issued by the Company.
Page 4 of 9 Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).”
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Source: SecMarx — sebi:WTM/PS/ERO/86/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.