sebi:WTM/RKA/EFD-DRA-IV/189/2016
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Facts / Headnote
Company and directors held liable for refunding subscription money with 15% p.a. interest; market access and association restrictions imposed for four years; debenture trustee found ineligible and prohibited from securities market for four years.
Provisions invoked
- s. 12(1)
- s. 28A
- s. 67(3)
- s. 73(2)
- s. 291
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(4)
Regulations
- Reg. 7
- Reg. 28
- Reg. 4(2)(a)
Holding
Cemendia Infrastructures Limited was found guilty of violating the Companies Act, 1956 and the ILDS Regulations by making a public issue of NCDs without complying with public issue norms, and its directors were held jointly and severally liable to refund subscription money with 15% p.a. interest. Cemendia Debenture Trust and Ms. Aparajita Dey were found guilty of contravening section 12(1) of the SEBI Act and regulation 7 of the Debenture Trustees Regulations.
Full text
Order in the matter of Cemendia Infrastructures Limited Page 2 of 14 non-compliances with the public issue norms stipulated under the provisions of the Companies Act, 1956, SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as “the ILDS Regulations”), SEBI (Debenture Trustees) Regulations, 1993 (hereinafter referred to as ‘Debenture Trustees Regulations’) and other applicable laws including the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’) and the SEBI Regulations/ Guidelines.
Order in the matter of Cemendia Infrastructures Limited Page 3 of 14 Sanjay Das (DIN: 06567078; PAN: BEYPD4346D), Shri Radhashyam Manna (DIN: 06695890; PAN: BAAPM8405Q), Shri Amitava Koley (DIN: 06684338; PAN: BDQPK1075F), Shri Dhananjay Chakraborty (DIN: 06684824,PAN: AODPC0097C), Shri Ashok Maji (DIN: 06691471; PAN: BADPM1727J), Shri Tapas Dey (DIN: 06691481; PAN: ASPPD7921E), Smt Anita Ghosh Chowdhury (DIN: 01944916; PAN: AFNPC5967Q), Shri Subrata Samanta (DIN: 01945150; PAN: BAZPS4721C), Shri Gora Chand Sarkar (DIN: 01945219; PAN: BFOPS6023M), Shri Sunipa Das (DIN: 06567079; PAN: AVQPD8818E), Shri Sanjal Kanti Das (DIN: 06567074; PAN: AVLPD3177H), Shri Laxman Chandra Ghosh (DIN: 03567767; PAN: AJZPG9480E) and Shri Goutam Mukherjee (DIN: 05191808; PAN: BBGPM6355J), 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; iii. Cemendia and its abovementioned Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; iv. Cemendia shall provide a full inventory of all its assets and properties; v. Cemendia's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. Cemendia and its abovementioned Directors shall not dispos
Order in the matter of Cemendia Infrastructures Limited Page 4 of 14 4. The interim order advised the company and the aforesaid directors to show cause as to why suitable directions/ prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act including the following, should not be taken/ imposed against them: i. Directing them jointly and severally to refund money collected through the Offer of Non- Convertible Redeemable Secured Debentures along with interest, if any, promised to investors therein; ii. Directing them not to issue 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, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.
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Source: SecMarx — sebi:WTM/RKA/EFD-DRA-IV/189/2016. 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.