sebi:WTM/PS/02/ERO/APR/2015
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Facts / Headnote
MAPL, its promoters and directors including Kamolesh Kumar Ghosh, Ujjal Sikder and Tapan Kumar Dey held jointly and severally liable to refund Rs.11 crores collected via NCDs with 15% per annum interest; Company and directors restrained from securities market till 4 years after completion of refunds; unregistered debenture trustees restrained from securities market and acting as debenture trustees/intermediaries for 4 years.
Provisions invoked
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
- s. 73(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 16
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Mangalam Agro Products Limited
- Mr. Kamolesh Kumar Ghosh
- Mr. Ujjal Sikder
- Mr. Tapan Kumar Dey
- Mangalam Institute of Development and Research
- Mr. Madhusudhan Chatterjee
- Ms. Chandani Mohta
Holding
MAPL's offer and allotment of NCDs to approximately 4820 investors mobilizing Rs.11 crores was a deemed public issue under first proviso to Section 67(3) of Companies Act, 1956 made without complying with public-issue norms, and its unregistered debenture trustees violated Section 12(1) of SEBI Act. SEBI directed joint and several refund with 15% interest and imposed 4-year securities-market restraints.
Full text
Page 2 of 15 c) The series of offers were done in pursuance of Resolutions dated March 01, 2011 (approval for issue of 50,00,000 NCDs @ Rs.10/-) and November 15, 2011 (approval for issue of 6,00,000 NCDs @ Rs.100/-). d) The Company had represented that it allotted NCDs to less than 49 persons under each such offer. e) The series of offers (of NCDs) and allotments made in tranches by the Company, as mentioned, above, during 2011-2012, as per approval of two resolutions, resulted in the allotment of NCDs to approximately 4820 investors, indicating that the offer and allotment of NCDs were made to more than 40 persons. f) The series of offers and allotments made by the Company to less than to 49 persons in each of such allotments, was alleged by SEBI to be a device adopted to circumvent the provisions of section 67(3) of the Companies Act, 1956. As the aggregate number of investors (to whom the offers and allotments were made) were more than 49, the offer of NCDs made by the Companies Act, 1956 was alleged to be a public issue' of such securities in terms of the first proviso to section 67(3) of the Companies Act, 1956 read with section 55A thereof, made without complying with - (i) sections 56(1) & (3), 60 [read with section 2(36)], 73, 117B and 117C of the Companies Act, 1956; and (ii) the relevant provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 ("the ILDS Regulations"). g) The amount mobilized by the Company i.e., Rs.11 crores, was indicated in
Page 3 of 15 8. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and 11B of the SEBI Act read with the Debt Securities Regulations and the Debenture Trustee Regulations, hereby issue the following directions –
Page 4 of 15 Mangalam Institute of Development and Research, its settlor Mr. Madhusudhan Chatterjee and Ms. Chandani Mohta.
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Source: SecMarx — sebi:WTM/PS/02/ERO/APR/2015. 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.