sebi:WTM/SR/ERO/63/09/2014
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Facts / Headnote
Interim directions issued restraining PIIL and its Directors from mobilizing funds, accessing the securities market, disposing of assets, and diverting funds, pending further orders; 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
- PIIL
- Shri Prasenjit Pal
- Shri Moumita Paul
- Smt. Gita Pal
- Shri Nirmal Midya
- Shri Animesh Biswas
Holding
PIIL prima facie violated the Companies Act, 1956 (Sections 56, 60 read with Section 2(36), 73) read with Section 465 of the Companies Act, 2013, and the DIP Guidelines read with ICDR Regulations, by mobilizing funds from the public through the Offer of Preference Shares without complying with public issue requirements. Interim directions were issued restraining PIIL and its Directors from further fund mobilization and dealing in securities.
Full text
Page 2 of 13 e. Number of shares/debentures allotted and value of such allotment against each allottee's name. f. Details regarding subscription amount raised; g. Date of allotment of share/debenture certificates; h. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; i. Date of dispatch of shares/debentures; j. Details of the total number of applicants for each of PIIL's scheme besides the list of final allottees; k. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares/debentures. l. Terms and conditions of the issue of shares/debentures.
Page 3 of 13 ii. The Directors in PIIL are Shri Prasenjit Pal, Shri Moumita Paul and Smt. Gita Pal. Shri Nirmal Midya and Shri Animesh Biswas, who were earlier Directors in PIIL, have since resigned.
Page 4 of 13 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/63/09/2014. 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.