PRASHANT SARAN - (1.) 1 Waris Agrotech (India) Limited ("WAL"), having its Registered Office at Waris Plaza, 94/1 Ashokenagar, 24 Parganas, Kolkata - 743222, was incorporated on November 16, 2001, with the ROC, Kolkata, West Bengal with CIN No. as U01300WB2001PLC093936.
(2.) Securities and Exchange Board of India ("SEBI") received a complaint dated December 19, 2013, against WAL alleging illegal mobilization of funds from the public. 1.3 On enquiry by SEBI, it was observed that WAL had issued Redeemable Preference Shares ("hereafter referred to as Offer of RPS") to 39 persons in the year 2007 -2008 and to 436 persons in the year 2008 -09. He above said Offer of RPS was found prima facie in violation of respective provisions of tHe SEBI Act, 1992 ("SEBI Act") tHe Companies Act, 1956, THerefore, SEBI passed an interim order dated December 1, 2014 (Hereinafter to be referred to as "interim order") and issued directions mentioned tHerein against WAL and its Directors, viz. Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee. 2.2 Prima facie findings/allegations: In tHe said interim order, tHe following prima facie findings/allegation were recorded. WAL has made an Offer of RPS as shown in tHe following Table. 2.3 THe Offer of RPS was a deemed public issue of securities under tHe first proviso to Section 67(3) of tHe Companies Act, 1956, However, tHe resultant requirement under Section 60, Section 56(1) and 56(3), Sections 73(1),(2) and (3) of tHe Companies Act, tHe SEBI (Disclosure and Investor Protection) Guidelines, 2000 ("DIP Guidelines") read with tHe SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations") were not complied with by WAL. 2.4 In view of tHe prima facie findings on tHe violations, tHe following directions were issued in tHe said interim order dated December 1, 2014 with immediate effect. "i. WAL shall not mobilize any fresh funds from investors through tHe Offer of Redeemable Preference Shares or through tHe issuance of equity shares or any otHer securities, to tHe public and/or invite subscription, in any manner whatsoever, eitHer directly or indirectly till furtHer directions; ii. WAL and its present Directors, viz. Shri Pradip Acharya (DIN: 01615879; PAN: AJPPA1075R), Shri Dibakar Mandal (DIN: 01615951; PAN: APNPM2481B) and Smt. Polly Chatterjee (DIN: 02888356; PAN: AMQPC6132R) along with its past Director, viz. Shri Debasish Chatterjee (DIN: 00725705; PAN: ADQPC9269G), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from tHe public for tHe issue of securities, in any manner whatsoever, eitHer directly or indirectly, till furtHer orders; iii. WAL and its abovementioned past and present Directors, are restrained from accessing tHe securities market and furtHer prohibited from buying, selling or otHerwise dealing in tHe securities market, eitHer directly or indirectly, till furtHer directions; iv. WAL shall provide a full inventory of all its assets and properties; v. THe abovementioned past and present Directors of WAL shall provide a full inventory of all tHeir assets and properties; vi. WAL and its abovementioned present Directors shall not dispose of any of tHe properties or alienate or encumber any of tHe assets owned/acquired by that company through tHe Offer of Redeemable Preference Shares, without prior permission from SEBI; vii. WAL and its abovementioned present Directors shall not divert any funds raised from public at large through tHe Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in tHe custody of WAL; viii. WAL and its abovementioned present Directors shall furnish complete and relevant information in respect of tHe Offer of Redeemable preference shares (as sought by SEBI letters/e -mail dated March 28, 2014 and May 14, 2014), within 21 days from tHe date of receipt of this Order."
(3.) 1 Vide the said interim order WAL and its abovementioned Directors were given an opportunity to file their replies, within 21 days from the date of receipt of the said interim Order. The order further stated that the concerned persons may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.;