sebi:WTM/MPB/EFD-1-DRA-IV/45/2017
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Facts / Headnote
Directions issued: refund of money with 15% interest, asset inventory, escrow account, public notice, market access ban for 4 years, and referral to MCA/State Government for further action.
Provisions invoked
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 67(2)
- s. 56(4)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 2(e)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 107
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- M/s Angel Allied India Limited
- Shri Sekh Nazibulla
- Shri Santosh Kumar Mishra
- Shri Devid Haslaf
- Shri Sandip Pal
- Angel Economic Debenture Trust
- Shri Succhhanda Ghosh
Holding
AAIL's offer of NCDs to at least 334 investors was a deemed public issue under the first proviso to section 67(3) of the Companies Act, 1956, and AAIL and its directors violated sections 56, 60, 73, 117B, 117C and the ILDS Regulations, while Angel Economic Debenture Trust and Shri Succhhanda Ghosh violated section 12(1) of the SEBI Act and regulation 7 of the Debenture Trustees Regulations by acting as debenture trustee without registration.
Full text
Order in the matter of M/s Angel Allied India Limited Page 2 of 24 Regulations”). 3. On enquiry by SEBI, it was observed that AAIL had made an offer of NCDs in the financial years 2012-2013 and 2013-2014 (hereinafter referred to as “Offer of NCDs”) and raised an amount of at least Rs.1,03,15,700/-. The number of allottees and funds mobilized has been collated from the documents submitted with the complaints received by SEBI. Therefore, it was concluded that the actual number of allottees and amount mobilized could be more than the above indicated figures. It was also observed that AAIL created a charge for an amount of Rs. 20.00 Crore on September 04, 2012 and appointed Angel Economic Debenture Trust (represented by its trustees, viz. Shri. Succhhanda Ghosh) as Debenture Trustee for the Offer of NCDs by that company.
Order in the matter of M/s Angel Allied India Limited Page 3 of 24 Cumulative Deposit Plan Plan A B C D E F G Issue Price Minimum 10 debentures @100 per debenture (100X10) 1000/- 1000/- 1000/- 1000/- 1000/- 1000/- 1000/- Redemption Period 3 yrs 4.10 yrs 8 yrs 10 yrs 12 yrs 14,6yrs 16.8 yrs Redemption Premium 500/- 1000/- 3000/- 5000/- 9000/- 14000/- 95000/- Redemption Amount 1500/- 2000/- 4000/- 6000/- 10000/- 15000/- 100000/-
Order in the matter of M/s Angel Allied India Limited Page 4 of 24 under the first proviso to section 67(3) of the Companies Act, 1956. Accordingly, the resultant requirement under section 60 read with section 2(36), section 56, sections 73(1), 73(2) and 73(3) and sections 117B and 117C of the Companies Act, 1956 and the relevant provisions of the ILDS Regulations were not complied with by AAIL in respect of the Offer of NCDs. Further, the Debenture Trustee viz. Angel Economic Debenture Trust (represented by its trustees, viz. Shri. Succhhanda Ghosh) has prima facie violated section 12(1) of the SEBI Act and regulation 7 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 (hereinafter referred to as “Debenture Trustees Regulations”).
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/45/2017. 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.