sebi:WTM/PS/ERO/89/MAR/2015
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Facts / Headnote
Prima facie violation found; Company and present and former directors restrained from mobilizing funds via securities, issuing prospectus/advertisements, accessing securities market and disposing/alienating assets, directed to not divert funds, cooperate and furnish documents and asset/bank/demat inventory, with 21 days to show cause why refund with 15% interest and further market 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 Hygienic Foods 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 Hygienic Foods Limited made a public offer by allotting 2,00,000 equity shares to 105 persons on March 31, 2012 in contravention 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 as officers in default.
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 Nath Bhattacharya (DIN- 00559781) and Smt. Ipsita Das Giri (DIN- 02877459) were found to be the directors during June 22, 2011 to April 29, 2013 i.e., during the relevant period when the impugned securities were offered and allotted.
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/89/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.