sebi:WTM/SR/ERO/16/01/2015
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Facts / Headnote
Interim directions issued restraining AAPL and its directors from mobilizing fresh funds, issuing prospectuses, accessing the securities market, disposing of assets, and diverting funds; directions to provide asset inventory and furnish information within 21 days; reply and personal hearing opportunity within 21 days.
Provisions invoked
- s. 11
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 117C
- s. 56(3)
Parties
- Amazan Agro Products Limited (AAPL)
- Shri Joydeb Garai
- Shri Sunil Kumar Brahamchari
- Shri Manigrib Bag
- Shri Dilip Kumar Gangopadhyay
- Shri Debabrata Ghosh
- Shri Pahari Basu
- Shri Basudeb Garai
- Shri Dinabandhu Das
- Gargi Biswas
- Shri Samir Das
Holding
AAPL prima facie violated Sections 56, 60 read with 2(36), 73, 117B and 117C of the Companies Act, 1956 by making a public offer of Redeemable Preference Shares to 1169 investors without listing, registering a prospectus, or complying with other requirements. Interim directions were issued restraining AAPL and its directors from further fund mobilization and dealing in securities.
Full text
Page 2 of 14 b. Details regarding the number of application forms circulated inviting subscription for NCDs; c. Details regarding the number of applications received; d. Details regarding the number of allottees and list of such allottees; e. Number of NCDs allotted and value of such allotment against each allottee's name. f. Details regarding subscription amount raised; g. Date of allotment of NCDs; h. Copies of the minutes of Board/Committee meeting in which the resolution was passed for allotment; i. Date of dispatch of debentures certificates; j. Details of the total number of applicants for each of AAPL's schemes besides the list of final allottees; k. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of NCDs. l. Terms and conditions of the issue of NCDs.
Page 3 of 14 5. SEBI vide letters dated February 19, 2014 sought clarification regarding issuance of NCDs from the auditors of the company S. Samanta & Associates (auditor of the company for FY 2009-10), Kumar Mukherjee and Associates (auditor of the company for FY 2010-11) and B.K. Choraria & Co. (auditor of the company for FY 2011-12 and 2012-13).
Page 4 of 14 8. It is observed from the copies of the brochure cum application forms submitted by the complainants vide their letters dated December 19, 2013 and January 15, 2014 that AAPL issued NCDs of face value Rs. 100/- each inter alia under the following terms and conditions: "Secured Non-Convertible Redeemable Debentures of Rs. 50 Crores
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Source: SecMarx — sebi:WTM/SR/ERO/16/01/2015. 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.