sebi:WTM/SR/ERO/115/12/2014
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Facts / Headnote
Interim directions restraining MCCL and its present and past directors from mobilizing funds via RPS or any securities, from issuing prospectus/offer document/advertisement, and from accessing/dealing in securities market; requiring full inventory of assets of company and directors, no disposal/alienation/encumbrance or diversion without SEBI permission, with limited exception to permit redemption of remaining securities with reporting obligation; effective immediately until further orders with 21 days to reply and seek personal hearing.
Provisions invoked
- s. 11
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 465
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 465(2)
- s. 73(3)
Regulations
- Reg. 111
- Reg. 111(1)
- Reg. 111(2)
Parties
- MCCL
- Shri Samarjit Mondal
- Shri Swapan Kumaar Mondal
- Shri Sachi Dulal Mondal
- Shri Sanjiv Jain
- Shri Indranil Chattopadhyay
Holding
SEBI prima facie held MCCL's allotment of 251,941 Redeemable Preference Shares for Rs.2,51,94,100 to 3981 investors during FY 2005-06 to 2012-13 was a deemed public issue in violation of Sections 56, 60 read with 2(36), 67 and 73 of the Companies Act, 1956 and the DIP Guidelines read with ICDR Regulations, and issued interim restraints against MCCL and its directors.
Full text
Page 2 of 15 ii. Date of opening and closing of the subscription list for the said preference shares/debentures iii. Details regarding the number of application forms circulated inviting subscription for preference shares/debentures. iv. Details regarding the number of applications received. v. Details regarding the number of allotees and list of such allottees. vi. Number of preference shares/debentures allotted and value of such allotment against each allotee’s name. vii. Details regarding subscription amount raised. viii. Date of allotment of the preference shares/debentures. ix. Copies of the minutes of Board/committee meeting in which the resolution has been passed for allotment. x. Date of dispatch of preference shares/ debentures certificates etc. xi. Details of the total number of applicants for each of its scheme besides the list of final allottees. xii. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of preference shares/ debentures. xiii. Terms and conditions of the issue of preference shares/debentures. xiv. Whether the company has applied for listing of its securities with any of the stock exchanges. xv. Copy of Form 2 and Form 10 filed with the RoC. xvi. Details of debenture trustee viz. name, address, board resolution authorizing their appointment etc.
Page 3 of 15 d. Names and details of the Key Managerial Personnel of the company; e. Copy of Annual Income Tax Returns filed by the Company for the assessment years 2011-12, 2012-13 and 2013-14; f. Details of allotment of preference shares which include date of the allotment, number of preference shares allotted on each allotment date and date of filing of the Form-2.
Page 4 of 15 That from 1.04.2014 to till date the Company has redeemed preference amounting to Rs. 70,52,600/- therein reducing the preference share outstanding to Rs. 20,26,800/-.
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Source: SecMarx — sebi:WTM/SR/ERO/115/12/2014. 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.