October 08, 2015
PR No. 240/2015
Order in the Matter of Adorable Agrotech Limited
Shri Prashant Saran, Whole Time Member, SEBI has passed an order dated October 01, 2015 inter - alia directing:
- The Company, Adorable Agrotech Limited and promoters and directors including Mr. Biswajit Biswas, Mr.Dilip Shaw, Mr. Bana Bihari Biswas, Mr. Dhiraj Kumar Shrivastava, Mr. Basant Kumar Singh, Ms. Moumita
Biswas; Mr. Binod Majumder, jointly and severally, shall forthwith refund the money collected by the Company
through the issuance of Redeemable Preference Shares (which have been found to be issued in
contravention of the public issue norms stipulated under the Companies Act, 1956), to the investors including
the money collected from investors, till date, pending allotment of securities, if any, with an interest of 15% per
annum compounded at half yearly intervals, from the date when the repayments became due (in terms of
Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.
The Company and its directors are permitted to sell the
assets of the Company only for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a
nationalised Bank.
- The Company and its directors shall issue public notice, in all editions of two National Dailies (one English and
one Hindi) and in one local daily (in Bengali) with wide circulation, detailing the modalities for refund, including
details of contact persons including names, addresses and contact details, within fifteen days of this Order
coming into effect.
- After completing the aforesaid repayments, the Company and its directors shall file a certificate of such
completion with SEBI from two independent peer reviewed Chartered Accountants who are in the panel of any
public authority or public institution. For the purpose of this Order, a peer reviewed Chartered Accountant shall
mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of
India ("ICAI").
- The Company and its above directors are also directed to provide a full inventory of all their assets and
properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in
physical form.
- In case of failure of the Company, Mr. Biswajit Biswas, Mr. Dilip Shaw, Mr. Bana Bihari Biswas, Mr. Dhiraj
Kumar Shrivastava, Mr. Basant Kumar Singh, Ms. Moumita Biswas; Mr. Binod Majumder, in complying with
the aforesaid directions, SEBI, on expiry of three months from the date of this Order, - 1)shall recover such
amounts in accordance with section 28A of the SEBI Act including such other provisions contained in
securities laws. 2) may initiate appropriate action against the Company, its promoters/ directors and the
persons/ officers who are in default, including adjudication proceedings against them, in accordance with law.
3) would make a reference to the State Government/ Local Police to register a civil/ criminal case against the
Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for
offences of fraud, cheating, criminal breach of trust and misappropriation of public funds. 4) would also make
a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.
- The Company is directed not to, directly or indirectly, access the capital market by issuing prospectus, offer
document or advertisement soliciting money from the public and are further restrained and prohibited from
buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from
the date of this Order till the expiry of 4 years from the date of completion of refunds to investors, as directed
above.
- The directors namely, Mr. Biswajit Biswas, Mr. Dilip Shaw, Mr. Bana Bihari Biswas, Mr. Dhiraj Kumar
Shrivastava, Mr. Basant Kumar Singh, Ms. Moumita Biswas; and Mr. Binod Majumder are restrained from
accessing the securities market and further prohibited from buying, selling or otherwise dealing in the
securities market, directly or indirectly in whatsoever manner, with immediate effect. They are also restrained
from issuing prospectus, offer document or advertisement soliciting money from the public and associating
themselves with any listed public company and any public company which intends to raise money from the
public, or any intermediary registered with SEBI. The above directions shall come into force with immediate
effect and shall continue to be in force from the date of this Order till the expiry of 4 years from the date of
completion of refunds to investors, as directed above.
It is observed that the company was engaged in fund mobilizing activity through issue of Redeemable Preference
Shares to more than 49 persons without complying with the provisions of the Companies Act, 1956.
Mumbai
October 08, 2015 |