WTM/GM/SEBI/ERO/IMD/05/JAN/2017. Case: In Re: Zenith Highrise Infracon Limited and Ors. Vs. Securities and Exchange Board of India

Case NumberWTM/GM/SEBI/ERO/IMD/05/JAN/2017
JudgesG. Mahalingam, Whole Time Member
IssueSecurities And Exchange Board Of India Act, 1992 - Sections 11, 11(4), 11B
Judgement DateJanuary 10, 2017
CourtSecurities and Exchange Board of India


G. Mahalingam, Whole Time Member

1. Securities and Exchange Board of India ("SEBI") was in receipt of complaints stating that they are holders of Fixed Deposits issued by Zenith Highrise Infracon Ltd. ("Zenith") and that Zenith has closed all of its branches and defaulted on their payments. The complainants submitted copies of preference share certificates issued by Zenith. The complaints were filed by three persons in relation to a total of 1050 preference shares issued to them.

2. SEBI sought information from Zenith and its directors viz. Kalyan Banerjee, Shipra Banerjee and Kuntal Banerjee vide letters dated November 3, 2015 and November 19, 2015, in the context of fund raising activities by Zenith through issue of Redeemable Preference Shares, mainly seeking the following information:

i. Copy of the Memorandum and Articles of Association of the company.

ii. Copy of Audited Annual Accounts of the company for the last 3 years;

iii. Name, address and occupation of all the directors of the company

iv. Names and details of the Key Managerial Personnel of the company;

v. Nature of Business and PAN of the company.

vi. Information in respect of issue of shares/debentures-

a. Copy of Prospectus/Red Herring Prospectus/Statement in lieu of Prospectus/Information Memorandum filed with Registrar of Companies ("ROC") for issuance of shares/debentures;

b. Date of opening and closing of the subscription list for the said shares/debentures;

c. Number of application forms circulated inviting subscription for shares/debentures and number of applications received;

d. Details of allottees in the format given below;

e. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for raising such additional capital and also for allotment of shares/debentures;

f. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares/debentures;

g. Terms and conditions of the issue of shares/debentures.

h. Whether the company has applied for listing of its securities with any of the stock exchanges i. Copies of Form 2 and Form 10 filed with the ROC

j. Details of debenture trustee viz, name, address, board resolution authorizing their appointment etc."

While the letter sent to Zenith returned undelivered, no reply was received in relation to the letters delivered to the aforesaid directors.

3. When a site visit was made to the registered office address of Zenith on July 18, 2016, the company was not traceable. This was subsequently brought to the notice of the Registrar of Companies ("RoC"), Kolkata vide letter dated July 19, 2016. Further, documents such as Form 2, annual return etc. filed by the company were obtained from RoC.

4. Based on the filings made by the company with RoC, a preliminary examination was carried out by SEBI. The details of company are as follows:

"i) Date of Incorporation: 07/02/2012

ii) Type of Company (Private Limited/Public Limited) & if converted: Public Limited

iii) CIN: U45400WB2012PLC173631

iv) PAN: Not available

v) Registered Office Address: Metro Plaza, 2nd Floor, 4 HL Sarkar Road, Bandshroni, Kolkata-700070

vi) Extracts of the details of securities issued by the company are as under:

Table A: - Details of Securities Issued

vii) Details of any Board meetings held by the company as per RoC record in which this issue came up for discussion:

5. While the RoC records indicate allotment of preference shares in the financial year 2012-13 only to 49 persons, the...

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