sebi:WTM/GM/SEBI/ERO/IMD/27/JUNE/2017
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Facts / Headnote
Interim directions issued restraining noticees from securities market and from disposing/alienating assets and directing cooperation, while calling upon them to show cause why joint and several refund with 15% per annum interest should not be ordered.
Provisions invoked
- s. 62
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 73(1)
- s. 60
Parties
- Merlin Agri Projects India Limited
- PINKU MAJHI
- TAPAS MANDAL
- MADHU SUDAN SINHA
- PALLAB DAS
- SUBRATA PAL
- AMIYA KOLEY
- DIPTIMAN SARKAR
- RAJ KUMAR GHOSH
- MIR AMIRUL ALI
- SARAT BANDAPADHYA
- APARES MISRA
- BARINDRA NATH KOLEY
- BABLU KUMAR ROUTH
- ARGHA PAN
- AMARNATH SADHUKHAN
- AMIT KUMAR PAL
- Touhid Alam
Holding
SEBI prima facie held MAPIL's offer and allotment of redeemable preference shares was a public issue in breach of Sections 56, 60 and 73 of the Companies Act, 1956 and issued interim restraints, calling upon MAPIL, its directors and promoter to show cause why joint and several refund with 15% p.a. interest should not be ordered.
Full text
Page 2 of 10 1. Securities and Exchange Board of India ("SEBI") was in receipt of complaints in relation to money mobilization by way of issue of shares by Merlin Agri Projects India Limited ("MAPIL"). Copies of certificates of redeemable preference shares (RPS) allegedly issued by MAPIL were also received by SEBI.
Page 3 of 10 3. Details pertaining to MAPIL were procured from the MCA21 portal and they are as under : i) Date of Incorporation : 08/06/2011 ii) Type of the company : Public and Unlisted iii) CIN : U01403WB2011PLC163518 iv) PAN : AAHCM3265H v) Registered Office Address : AT- M.V. Apartment, 36, G. T. Road, Parbihata, Sripally, P.S.- Burdwan, WB 713103 vi) Correspondence Address: same as above.
Page 4 of 10 2012-13 Redeemable Preference Share of Rs. 10/- each 4* 4,77,000 Total 50,78,000 7. From the above table, it is seen that MAPIL has issued RPS to more than 49 persons in F.Y. 2011-12. Hence, MAPIL appears to have made a public issue of RPS. Till date, no information has been received from MAPIL or its Directors regarding mobilization of funds in F.Y. 2012-13. From the contents of brochure/application form issued by the company purportedly for private placement of securities, it is seen that the offers were made to general public rather than to select individuals. The details of offer / plans are as under: DIAMOND PLAN PLAN A B C D E Issue Price Minimum 100 Preference Shares @ Rs. 10/ each 1000/- 1000/- 1000/- 1000/- 1000/- Redemption Period 3 Years 5 Years 7 Years 10 Years 14 Years Redemption Amount 500/- 1000/- 2000/- 4000/- 10000/- Total Redemption Amount 1500/- 2000/- 3000/- 5000/- 11000/-
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Source: SecMarx — sebi:WTM/GM/SEBI/ERO/IMD/27/JUNE/2017. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.