sebi:WTM/RKA/CFD/08/2014
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Facts / Headnote
VAIL and its promoter/ex-directors/director held jointly and severally liable to refund OFCD money with 15% p.a. interest within three months, to issue public notice and file completion certificate, and restrained from accessing/dealing in securities market and associating with listed/public fundraising companies for three years from completion of refund.
Provisions invoked
- s. 11B
- s. 11A
- s. 11
- s. 11(4)
- s. 19
- s. 11(1)
- s. 12(1)
- s. 81
- s. 55A
- s. 73
- s. 11C
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(2)
- s. 67(1)
- s. 73(1)
- s. 2(36)
Regulations
- Reg. 7
- Reg. 57
- Reg. 4(2)
- Reg. 107
- Reg. 20(1)
- Reg. 20
- Reg. 111
- Reg. 6
- Reg. 10
- Reg. 46
- Reg. 25
- Reg. 5(1)
- Reg. 36
- Reg. 37
- Reg. 61
Parties
- Vibgyor Allied Infrastructure Limited (earlier known as Vibgyor Properties Limited)
- Mr. Raja Bhadra
- Mr. Rana Bhadra
- Mr. Rabindra Nath Dey
Holding
VAIL's issue of OFCDs to 49,562 allottees pursuant to RHPs dated May 27/29, 2009 and June 09/11, 2009 was a public issue in violation of sections 56, 73 and 117B of the Companies Act and DIP Guidelines/ICDR Regulations, attracting SEBI jurisdiction; VAIL and its three directors/officers in default were directed to jointly and severally refund with 15% interest and were restrained from the capital market.
Full text
____________________________________________________________________________________________ Order in the matter of issuance of OFCDs by Vibgyor Allied Infrastructure Ltd. Page 2 of 23 for OFCDs was solicited, copy of the application form, copies of the pamphlets and other promotional materials circulated to entice subscription, details regarding the number of application forms circulated, number of applications received, number of allottees, list of allottees, date of opening and closing of the subscription of its OFCDs ,date of allotment and date of dispatch of debenture certificates, etc.
____________________________________________________________________________________________ Order in the matter of issuance of OFCDs by Vibgyor Allied Infrastructure Ltd. Page 3 of 23 (b) Details regarding number of applications and subscription amount received for OFCDs; (c) Date of opening and closing of the subscription list for the OFCDs; (d) Number and list of allottees (name and address) of the OFCDs and the number of OFCDs allotted and value of such allotment against each allottee’s name; (e) Date of allotment of OFCDs; (f) Copies of resolutions authorizing issuance of the OFCDs; (g) Copies of the minutes of Board/Committee meeting in which the resolution has been passed; (h) Copies of the Annual Reports filed with the RoC for the immediately preceding three financial years; (i) Date of dispatch of debenture certificates, etc.
____________________________________________________________________________________________ Order in the matter of issuance of OFCDs by Vibgyor Allied Infrastructure Ltd. Page 4 of 23 VAIL had apparently violated the provisions of the Companies Act, for which appropriate action is being taken. The RoC also requested SEBI to take appropriate action against VAIL for violating SEBI Regulations/Guidelines.
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Source: SecMarx — sebi:WTM/RKA/CFD/08/2014. 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.