April
07, 2016
PR No. 075/2016
Order in the matter of Subha Commercial Services Limited
Shri Prashant Saran, Whole Time Member, Securities and Exchange Board of India (SEBI), has passed an order
dated March 22, 2016 in the matter of Subha Commercial Services Limited directing inter-alia:
- The Company, Subha Commercial Services Limited, its directors namely Mr. Goutam Ghosh, Mr. Uttam
Ghosh, Mr. Biswajit Sukla Das and Mr. Ashim Das 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 RPS, 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/ or its present management 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 present management shall issue public notice, in all editions of two National Dailies
(one English and one Hindi) and in one local daily with wide circulation, detailing the modalities for refund,
including details on contact persons including names, addresses and contact details, within fifteen days of
this Order coming into effect.
- After completing the aforesaid repayments, the Company shall file a certificate of such completion with
SEBI, within a period of three months from the date of this Order, 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’).
- In case of failure of the Company, Subha Commercial Services Limited, its directors including Mr.
Goutam Ghosh, Mr. Uttam Ghosh, Mr. Biswajit Sukla Das and Mr. Ashim Das in complying with the
aforesaid directions, SEBI, on expiry of three months from the date of this Order,-
- shall recover such amounts in accordance with section 28A of the SEBI Act including such
other provisions contained in securities laws.
- 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.
- 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;
and
- would also make a reference to the Ministry of Corporate Affairs, to initiate appropriate
action as deemed fit.
- would also make a reference to the Ministry of Corporate Affairs to flag the names of notice
directors in its database so that information may be perused by RoC or any other regulatory authority.
- The Company namely Subha Commercial Services Limited is directed not to, directly or indirectly,
access the capital market by issuing prospectus, offer document or advertisement soliciting money from the
public and is 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 four (4) years
from the date of completion of refunds to investors, made to the satisfaction of SEBI, as directed above.
- The directors of the Company namely Mr. Goutam Ghosh, Mr. Uttam Ghosh, Mr. Biswajit Sukla Das
and Mr. Ashim Das are restrained from accessing the securities market and are further prohibited from
buying, selling or otherwise dealing in securities, directly or indirectly, with immediate effect. They are also
restrained from associating themselves with any listed public company and any public company which
intends to raise money from the public, with immediate effect. This restraint shall continue to be in force for a
further period of four (4) years on completion of the repayments, as directed above.
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
April 07, 2016
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