sebi:WTM/SR/ERO/62/09/2014
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Facts / Headnote
Interim directions issued restraining RAL and its Directors from mobilizing funds from the public, accessing the securities market, disposing of assets, and diverting funds, pending further orders; RAL directed to provide information to SEBI 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)
Parties
- RAL (company)
- Shri Siddhartha Kayal
- Shri Sushovan Roy
- Shri Bikash Bhandary
- Shri Dipan Kumar Sen
Holding
RAL prima facie violated Sections 56, 60 read with Section 2(36), and Section 73 of the Companies Act, 1956 by making an offer of Preference Shares to 996 persons without complying with prospectus registration, listing, and refund requirements applicable to public issues. Interim directions were issued restraining RAL and its Directors from further fund mobilisation and dealing in securities pending investigation.
Full text
Page 2 of 10 i. Copies of the minutes of Board/Committee meeting in which the resolution was passed for allotment; j. Date of dispatch of shares certificates; k. Details of the total number of applicants for each of RAL's scheme besides the list of final allottees; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issue of shares. m. Terms and conditions of the issue of shares.
Page 3 of 10 Year Type of Security Amount Raised (` In Lakhs) No. of Allottees 2011 – 12 Preference Shares 94.27 564 2012 – 13 Preference Shares 40.93 432 Total 135.20 996
Page 4 of 10 (3) No offer or invitation shall be treated as made to the public by virtue of sub- section (1) or sub- section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).”
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Source: SecMarx — sebi:WTM/SR/ERO/62/09/2014. 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.