sebi:WTM/PS/113/ERO-GLO/DEC/2015
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Facts / Headnote
Prima facie held allotments were deemed public issues in violation of law; restrained company and promoters/directors from mobilizing funds, issuing prospectus/offer documents/advertisements, disposing/alienating assets, diverting funds and accessing securities market till further orders; directed full inventory of assets/bank/demat accounts and cooperation; issued show-cause why joint and several refund with 15% p.a. interest and market-access bars should not be imposed.
Provisions invoked
- s. 11
- s. 24
- s. 19
- s. 55A
- s. 73
- s. 67(3)
- s. 67
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 27(2)
- s. 60B(9)
- s. 73(3)
- s. 621
- s. 60B(2)
- s. 60B(3)
Regulations
- Reg. 11
- Reg. 111
- Reg. 107
Parties
- Moonlight Associates Limited
- Mr. Nityananda Nath
- Mr. Abu Sadeque Ishtiaque Ahmed Choudhury
- Ms. Ferdousi Begum Choudhury
- Mr. Samsul Islam
- Mr. Nizam Uddin Ahmed
- Mr. Kanai Lal Nath
- Mr. Abdul Jalil Choudhury
- Mr. Md. Abdul Muktadir
Holding
SEBI prima facie held Moonlight Associates Limited's allotments of 20,00,000 equity shares to 580 persons on 18/03/2008 and 5,00,000 equity shares to 115 persons on 29/04/2009 were deemed public issues made without required prospectus, listing or refund compliances, and passed interim ex-parte restraints with show-cause for refund and further directions.
Full text
Page 2 of 12 a. Copy of Prospectus/ Red Herring Prospectus/ Statement in lieu of Prospectus/ Information Memorandum filed with RoC for issuance of securities (i.e. shares, debentures, etc.); b. Copy of audited Balance Sheets and Profit and Loss accounts of the Company for the last 3 years; c. Date of opening and closing of the subscription list for the said securities; d. Details regarding the number of application forms circulated inviting subscription for securities (i.e. shares, debentures, etc.); e. Details regarding the number of applications received and subscription amount raised; f. Details of allottees (i.e. name and address of allottees, number of shares/ debentures allotted and value of such allotment against each allottee’s name) for each allotment of securities; g. Copies of the minutes of Board/Committee meeting in which the resolution were passed for raising such additional capital and/ or loan; h. Date of dispatch of shares / debenture certificates, etc. i. Details of the total number of applicants for each of its scheme besides the list of final allottees. j. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares/ debentures. k. Terms and conditions of the issue of shares/ debentures. l. Copies of Form 2 and Form 10 filed with RoC. m. Details of Debenture Trustee viz. name, address, board resolution authorizing the appointment, etc.
Page 3 of 12 3. As no reply/ information was forthcoming from Moonlight or its directors, SEBI examined the matter based on the material available on record, including the filings made by Moonlight with the RoC as available in the ‘MCA – 21 portal’ maintained by Ministry of Corporate Affairs (MCA). The same revealed that the Company had issued equity shares, without complying with the regulatory requirements.
Page 4 of 12 shares of ₹10 each) and preference share capital of ₹10,91,200 (1,09,120 preference shares of ₹10 each). f. A perusal of the ‘return of allotment’ (Form 2) filed by the Company with RoC, revealed that that the Company had issued equity shares during 2007-08 and 2009-10. A summary of the same is as under. Table A Financi al Year Date of Allotment Type of Securities No of Securities issued No. of Allottees Total Amount (₹) 2007-08 18/03/2008 Equity Shares 20,00,000 580 2,00,00,000 2009-10 29/04/2009 Equity Shares 5,00,000 115 50,00,000 Total 25,00,000 695 2,50,00,000
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Source: SecMarx — sebi:WTM/PS/113/ERO-GLO/DEC/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.