sebi:WTM/SR/WRO/ILO/104/05/2015
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Interim prohibitory directions issued against Cemendia, its Directors, and its Debenture Trustee; show cause notice issued as to why final directions/prohibitions should not be imposed
Provisions invoked
- s. 11
- s. 12(1)
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 30
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 56(1)
- s. 117C
- s. 56(3)
Regulations
- Reg. 7
- Reg. 14
- Reg. 12
- Reg. 4(2)(a)
- Reg. 19
- Reg. 15
- Reg. 16
- Reg. 26
- Reg. 8
- Reg. 4(2)(b)
- Reg. 6
- Reg. 4(2)(d)
- Reg. 17
- Reg. 9
- Reg. 4(2)(c)
- Reg. 4(3)
- Reg. 4(4)
- Reg. 5(2)(b)
Holding
Cemendia's offer of Non-Convertible Redeemable Secured Debentures to 1665 investors was prima facie a public issue under Section 67(3) of the Companies Act, 1956, and Cemendia and its Directors prima facie violated the Companies Act, 1956 and the Debt Securities Regulations. Interim prohibitory directions were issued restraining Cemendia, its Directors, and its Debenture Trustee from further fund mobilisation and securities market activity pending show cause.
Full text
Page 2 of 19 a. Details of the past and present directors of the company, including details of name, address, PAN and contact numbers; b. Nature of activities being conducted; c. Date of opening and closing of the issue; d. Copy of minutes of EGM and board meeting approving allotment of debentures; e. Brochures/advertisement pertaining to debenture issued made available to the public; f. Copies of duly filled application forms received from investors/applicants; g. Name, address of each investor, date of receipt of payment, amount received for issuance of debentures and date of allotment; h. Details of properties acquired from money raised from said debenture issue; i. Addresses of all the branches operating in India; j. If brokers were employed, details and brokerage paid; k. Certified copies of audited financial statements for all the financial years during which funds were raised till 2012-2013 and trial balance for 2013-14; l. Copies of Income Tax return filed for the years referred at k above; m. Details of regulatory approvals obtained; n. Details of fund raising from public in form of debentures/ or any other manner by Cemendia or group/associates; o. Details of action initiated/taken by any other authority against Cemendia.
Page 3 of 19 2.4 SEBI vide letters dated March 20, 2014 again advised Cemendia (letters sent to Cemendia’s registered office and office in Kolkatta) and its Directors to submit the information sought vide letter dated December 06, 2013. The letters sent to Cemendia, Shri Tapas Dey and Shri Amitava Koley were returned undelivered by the postal authorities.
Page 4 of 19 i. Cemendia was incorporated on June 28, 2011 with the RoC, Gwalior under CIN U45200MP2011PLC026270 and is having its registered office at C/o Shashank Sheorey, Sheorey Niwas, 673, Tilak Bhumi, Talaiya, Bhandarpara, Jabalpur, Madhya Pradesh 482002.
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:WTM/SR/WRO/ILO/104/05/2015. 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.