sebi:WTM/PS/15/ERO/APR/2016
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Facts / Headnote
Directions issued: joint and several refund of ₹5.62 crore (RPS) and ₹15.62 crore (NCD) plus 15% p.a. interest compounded half-yearly; restraint from securities market for directors; debenture trustee restrained from acting as trustee for 4 years; asset inventories to be filed; SEBI authorized to initiate recovery, adjudication, and refer matters to police and MCA.
Provisions invoked
- s. 11A
- s. 19
- s. 12(1)
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 117B
- s. 56
- s. 73(2)
- s. 291
- s. 67(1)
- s. 67(2)
- s. 67
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- 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)
Holding
The Company made a public issue of RPSs and NCDs to more than 49 persons without complying with the Companies Act, 1956 and SEBI regulations, and the debenture trustee acted without SEBI registration. The Company, its present and past directors, and the debenture trustee were directed to refund investors with 15% interest and were restrained from the securities market.
Full text
Page 2 of 25 Appearances: None appeared _______________________________________________________________________ 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex- parte interim Order dated February 12, 2015 (hereinafter referred to as ‘the interim order’) had observed that the company, ATM Agro Industries India Limited (hereinafter referred to as ‘ATM Agro’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, through the Offer of Redeemable Preference Shares (hereinafter referred to as ‘RPS’) and Secured Redeemable Non-Convertible Debentures (‘NCD’) had allegedly violated the provisions of Sections 56, 60 (read with Section 2(36)), 67, 73 117B and 117C of the Companies Act, 1956 and the relevant provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as ‘the ILDS Regulations’).
Page 3 of 25 DIN: 06754713) including its past Directors, viz. Shri Hasem Mirza (PAN: BAGPM1763F; DIN: 02763820), Smt. Ashmin Khatun (PAN: BKBPK8720K; DIN: 02762776), Shri Mirza Dinar (DIN: 02761080), Smt. Nandini Chatterjee (PAN: ACEPC4432C; DIN: 02985377), Shri Debasish Dasgupta (PAN: APDPD8203N; DIN: 03544876), Shri Kamal Kishore Lodha (PAN: AAYPL5577B; DIN: 05106473), Shri Debabrata Ghosh (PAN: AFWPG1415L; DIN: 05159545), Shri Pradip Das (PAN: ACZPD8269R; DIN: 05166308), Shri Tahidur Rahaman Gayen (PAN: BDOPG6790F; DIN: 05256592), Shri Arun Kumar Mishra (PAN: AIIPM2433R; DIN: 05257673), Shri Saiful Alam (PAN: AVFPA7748F; DIN: 06773537) and Shri Mohammad Younus (PAN: AHJPM6572H; DIN: 06773530), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iii. AAIIL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; iv. AAIIL shall provide a full inventory of all its assets and properties; v. AAIIL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vi. AAIIL and its abovementioned present Directors shall not dispose of any of the properties or alienate or
Page 4 of 25 3. The interim order observed that the prima facie observations made therein were on the basis of the correspondences exchanged between SEBI and the Company, complaint received by SEBI and the information/ documents obtained from the ‘MCA-21’ portal. The interim order advised the Company, its directors and the debenture trustee to file their replies within 21 days from the date of its receipt and also seek an opportunity of personal hearing.
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Source: SecMarx — sebi:WTM/PS/15/ERO/APR/2016. 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.