sebi:WTM/SR/ERO/83/11/2014
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Facts / Headnote
Interim directions issued restraining NAIL and its directors from mobilizing funds, accessing the securities market, and disposing of assets; information directed to be furnished 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
- NAIL (company)
- Shri Gopal Hazra
- Shri Dipankar De
- Shri Sanatan Paul
- Shri Kartick Charan
- Shri Himadri Bag
- Shri Koushik Roy
- Shri Pinku Kumar Das
- Shri Abhik Hajra
Holding
SEBI prima facie found that NAIL's Offer of Redeemable Preference Shares to approximately 48,886 investors constituted a public issue under Section 67(3) first proviso of the Companies Act, 1956, and that NAIL violated Sections 56, 60 read with 2(36), and 73 of the Companies Act, 1956 read with Section 465 of the Companies Act, 2013. SEBI issued interim directions restraining NAIL and its directors from further fund mobilization and from dealing in securities.
Full text
Page 2 of 11 e. Details regarding the number of allottees and list of such allottees; f. Number of shares/debentures allotted and value of such allotment against each allottee's name. g. Details regarding subscription amount raised; h. Date of allotment of share/debenture certificates; i. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; j. Date of dispatch of shares/debentures; k. Details of the total number of applicants for each of NAIL's scheme besides the list of final allottees; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares/debentures. m. Terms and conditions of the issue of shares/debentures; n. Details of application for listing of securities issued by NAIL; o. Copy of Form 2 and Form 10 filed with ROC; p. Details of debenture trustee.
Page 3 of 11 i. NAIL was incorporated on September 1, 2009, with the ROC, Kolkata, with CIN No. as U01400WB2009PLC138143. NAIL has its Office at Bankadaha, P. S. Bishnupur, Kolkata–722164, West Bengal, India.
Page 4 of 11 5.1 The issue for determination in the instant matter is whether the mobilization of funds by NAIL through the Offer of Redeemable Preference Shares, is in accordance with the provisions of the SEBI Act, 1992 ("SEBI Act"); the Companies Act, 1956 read with the Companies Act, 2013.
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Source: SecMarx — sebi:WTM/SR/ERO/83/11/2014. 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.