IN RE : CILSON ORGANICS LIMITED AND ITS DIRECTORS Vs. STATE
SECURITIES APPELLATE TRIBUNAL
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(1.) 0 Background
1.1 A Co-ordination and Monitoring Committee (hereinafter referred to as the 'CMC') was set up jointly by the Department of Company Affairs (hereinafter referred to as 'the DCA') and the Securities and Exchange Board of India (hereinafter referred to as 'SEBI') in 1999 in respect of companies which raised money from the public and which were not traceable. These companies were identified as vanishing companies. A Task Force for each region was also set up consisting of Officers of DCA, SEBI and the concerned Stock Exchange to assist the CMC in identifying vanishing companies in the region and recommending the action to be taken by DCA and SEBI against such companies.
1.2 In the fifth meeting of the CMC held on 1.7.2000, the criteria for identifying vanishing companies has been laid down and companies that met the following criteria were to be considered as vanishing companies:
a) Companies which have not complied with listing requirements / filing requirements of Stock Exchange / Registrar of Companies respectively for a period of 2 years.
b) Where no correspondence has been received by the Exchange from the company for a long time.
c) Where no office of the company is located at the registered office address at the time of Stock Exchange inspection.
1.3 The Magadh Stock Exchange (MSE) vide letter dated 16.10.02 stated that Cilson Organics Ltd. (hereinafter referred to as "COL") could not be traced at its Registered Office address during the physical verification conducted by MSE. In the meeting of the co-ordination and Monitoring Committee held on 25.2.2003, COL was identified as one of the vanishing companies in the Eastern Region. Further, in the meeting of the Calcutta Task Force held on 18.6.2003, it was decided to initiate prosecution and lodge first Information Report (FIR) against COL.
(2.) 0 Public issue by COL
2.1 COL came out with a public issue of 80, 00, 000 equity shares of Rs 10/- each for cash at par through a prospectus dated 24.7.1996. The issue opened on 23.9.1996, the earliest closing date was 26.9.1996 and the latest closing date 5.10.1996. It has been stated in the prospectus that applications have been made to the Magadh Stock Exchange, Calcutta Stock Exchange, Ahmedabad Stock Exchange and The Stock Exchange, Mumbai for listing of the shares.
2.2 In the prospectus, the address of the registered office of COL is given as New Dak Banglow Road, Patna - 800 001, Bihar. The names, addresses, qualifications and experience of the directors are mentioned below:
1. Shri C.M. Jha Managing Director Cilson Organics Ltd. 1A, Patliputra Colony, Patna - 800013
2. Dr. B.K. Jha Chairman Cilson Organics Ltd. 324, "Shivir", 5th Main Road, 1 Block, Koramangala Bangalore - 560 034
Shri Lalan Kumar Jha Executive Director Cilson Organics Ltd. E-4/10, Malviya Nagar New Delhi - 110 017
(3.) SHRI S.C. Jha Director Cilson Organics Ltd. Indira Puri Colony Road No. 1, Patna - 800 014;
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