sebi:WTM/SR/ERO/18/08/2013

SEBI · SEBI · 2012-03-03 · S. Raman, Whole Time Member

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Interim directions restraining KWIL from collecting further money, disposing of assets, or diverting funds; order also treated as show cause notice

Provisions invoked

• s. 55A
• s. 73
• s. 4A
• s. 67(3)
• s. 67
• s. 73(2)
• s. 67(1)
• s. 67(2)
• s. 73(1)
• s. 2(36)
• s. 60
• s. 56(1)
• s. 56(3)
• s. 73(3)

Parties

• KWIL
• Shri Sahajahan Khan
• Shri Samsul Alam Khan
• Shri Ram Krishna Mondal
• Shri Prabir Haldar
• Shri Ratan Kumar
• Shri Ajay Kumar Srivastab
• Shri Selim Laskar
• Shri Lukaman Ansari
• Shri Chandan Chowdhury
• Shri Sahajamal Khan
• Shri Lakshmi Kanta Gayen

Holding

KWIL was prima facie engaged in a public issue of securities through its 'Offer of redeemable preference shares' made to fifty persons or more, and interim directions were issued restraining it from collecting further funds, disposing of assets, or diverting funds, with the order serving as a show cause notice to KWIL and its directors/promoters.

Full text

Page 2 of 15 11/03/2011. Examining (KWIL's) reply and verification of (KWIL's) records available in MCA portal the following observations are made: (KWIL) has issued redeemable preference shares several times since incorporation to large number of people, the details of which are as follows: i. On 19/10/2009, the company issued 19,00,000 nos. 12.50% Redeemable preference shares of face of
10 each to 3475 persons. ii. On 1/06/2010, the company again issued 7,00,000 nos. Redeemable preference shares of face value of
100 each to 15759 persons. iii. On 10/01/2011, the company again issued 10,00,000 nos. Redeemable preference shares of face value of
100 each to 25582 persons. iv. On 30/03/2011, the company again issued 10,00,000 nos. Redeemable preference shares of face value of
100 each to 24297 persons. …"

Page 3 of 15 b. Date of opening and closing of the subscription list. c. List of agents with addresses who have been appointed by the company. d. Details regarding the number of application forms circulated inviting subscription. e. Details regarding the number of applications received. f. Details regarding the number of allottees. g. List of such allottee alongwith address and contact number. h. Number of preference shares allotted and value of such allotment against each allottee's name. i. Details regarding subscription amount raised. j. Date of allotment of the preference shares. k. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for issue and allotment of preference shares. l. Date of dispatch of preference shares certificates, etc. m. Copies of application forms, RHP, pamphlets, advertisements and other promotional material circulated for issuance of preference shares. n. Terms and conditions of the issue of preference shares.

Page 4 of 15 7. As KWIL had not cooperated with SEBI by providing complete information in its reply dated June 18, 2012 or subsequently thereafter, SEBI proceeded to obtain relevant information about KWIL from the filings made by it with the ROC, as available on the 'MCA 21 Portal' (maintained by the Ministry of Corporate Affairs).

Source: SecMarx — sebi:WTM/SR/ERO/18/08/2013. 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.