sebi:WTM/PS/88/CFD/ERO/NOV/2015
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Facts / Headnote
Interim directions restraining the company and its directors from mobilizing funds, disposing of assets, and accessing the securities market; show cause notice issued as to why further directions including refund with 15% interest should not be imposed.
Provisions invoked
- s. 24
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56
- s. 56(3)
- s. 73(3)
- s. 56(4)
- s. 621
Regulations
- Reg. 7
- Reg. 107
- Reg. 57
- Reg. 25
- Reg. 6
- Reg. 59
- Reg. 36
- Reg. 46
- Reg. 4(2)(d)
- Reg. 47
- Reg. 5
Parties
- Aapna Pariwar Agro Farming Developers India Limited
- Mr. Rejaul Karim (DIN – 02703268)
- Mr. Partha Gope Mazumder (DIN – 03065820)
- Mr. Swaminath Singha (DIN – 02703221)
Holding
The Company prima facie engaged in fund mobilization from the public through offer and issuance of equity shares, allegedly contravening sections 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013 and the ICDR Regulations. The Company and its three directors are restrained from mobilizing funds, disposing of assets, and accessing the securities market, and are issued a show cause notice as to why refund and other directions should not be imposed.
Full text
Page 2 of 10 2. SwaminathSingha 02703221 Director 05.08.2009 3. ParthaGopeMazumder 03065820 Additional Director 19.06.2010
Page 3 of 10 2. In view of the number of investors from whom the Company has mobilized funds through issue of equity shares, it is necessary to refer to section 67 of the Companies Act, 1956 to ascertain whether such issue of equity shares could be regarded as made to the public or otherwise. The provision of section 67 of the Companies Act, 1956 is reproduced below for reference:
Page 4 of 10 placement basis, in the light of the above said provision. Therefore, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue. Even if the offer and allotment of equity shares is made to less than 50 persons, it has to be shown that the issue falls either under clauses (a) or (b) of section 67(3) of the Companies Act, 1956 to conclude that the issue was not made to the public.
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Source: SecMarx — sebi:WTM/PS/88/CFD/ERO/NOV/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.