sebi:WTM/SR/ERO/61/09/2014
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Facts / Headnote
Interim directions issued restraining APL and its Directors from mobilizing funds, issuing securities, accessing the securities market, and disposing of assets, pending further proceedings; reply and personal hearing opportunity granted within 21 days.
Provisions invoked
- s. 11
- 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)
Regulations
- Reg. 111
- Reg. 111(1)
- Reg. 111(2)
Parties
- APL (company)
- Shri Kailash Chand Dujari
- Shri Sasanka Roy Sarkar
- Shri Barun Kumar De
- Shri Ranjan Kumar Chowdhury
- Shri Kali Kishore Bagchi
Holding
SEBI held that APL's Offer of Redeemable Preference Shares to fifty persons or more constituted a public issue, and that APL prima facie violated the Companies Act, 1956 (Sections 56, 60 read with 2(36), 73) read with Section 465 of the Companies Act, 2013, and the DIP Guidelines read with ICDR Regulations. Interim directions were issued restraining APL and its Directors from further fund mobilization and securities market activity.
Full text
Page 2 of 16 e. Number of debentures/preference shares allotted and value of such allotment against each allottee's name. f. Details regarding subscription amount raised; g. Date of allotment of debentures/preference shares; h. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; i. Date of dispatch of debenture/preference share Certificates; j. Details of the total number of applicants for each of APL's scheme besides the list of final allottee; k. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of debenture/preference shares; l. Terms and conditions of the issue of debenture/preference shares.
Page 3 of 16 was alleged that APL was illegally mobilizing funds from the public. Vide the aforesaid letter dated July 12, 2013, it was also stated that APL was not registered with RBI.
Page 4 of 16 February 25, 2014, wherein it inter alia submitted: "Since the [Securities and Exchange Board of India (Issue and Listing of Non – Convertible Redeemable Preference Shares) Regulations, 2013] have been notified and made effective from June 12, 2013, it clearly indicates that prior to June 12, 2013, there was no such regulation in force. The issue of preference shares by the Company were thus, not regulated by SEBI in any manner."
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Source: SecMarx — sebi:WTM/SR/ERO/61/09/2014. 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.