sebi:WTM/SR/ERO/51/08/2014
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Facts / Headnote
Interim directions under Sections 11, 11(4), 11A and 11B SEBI Act: MBIL restrained from mobilizing funds via RPS or any securities; MBIL and past/present directors prohibited from issuing prospectus/offer document/advertisement and from accessing or dealing in securities market; directed to provide full inventory of assets, not dispose/alienate/encumber assets or divert funds without SEBI permission, and to furnish information sought vide letters dated April 24, 2014 and May 5, 2014 within 21 days; effective immediately until further orders.
Provisions invoked
- s. 55A
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 465
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 465(2)
- s. 73(3)
- s. 465(1)
Parties
- MBIL
- Shri Laxmi Kanta Das (DIN: 01214783)
- Smt. Monalisa Mitra (DIN: 01324882)
- Shri Mridul Kanti Bhaumik (DIN: 01203872)
Holding
SEBI prima facie held MBIL's Issue of Redeemable Preference Shares during 2007-08 to 2011-12 was a deemed public issue in violation of Sections 56, 60 read with Section 2(36), and 73 of the Companies Act, 1956, and issued interim restraints against MBIL and its past and present directors from further fund mobilisation and accessing the securities market.
Full text
Page 2 of 11 h. Date of allotment of debentures/shares; i. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; j. Date of dispatch of debenture/share Certificates; k. Details of the total number of applicants for each of MBIL's scheme besides the list of final allottee; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of debenture/shares; m. Terms and conditions of the issue of debenture/shares. 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 (alongwith all the attachments); p. Details of debenture trustee, etc.
Page 3 of 11 Gangapur North, P. O. – Dutta Pukur 24 Parganas, Kolkata–743248, West Bengal, India. ii. The Directors in MBIL are Shri Laxmi Kanta Das and Smt. Monalisa Mitra. Shri Mridul Kanti Bhaumik, who was earlier a Director in MBIL, has since resigned w.e.f. June 3, 2013.
Page 4 of 11 4.2 I note that the jurisdiction of SEBI over various provisions of the Companies Act in the case of public companies, whether listed or unlisted, when they issue and transfer securities, flows from the provisions of Section 55A of the Companies Act. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & Ors. vs. SEBI (Civil Appeal no. 9813 of 2011) (Judgment dated August 31, 2012) (hereinafter referred to as the "Sahara Case"), had observed that:
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Source: SecMarx — sebi:WTM/SR/ERO/51/08/2014. 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.