sebi:WTM/SR/ERO/19/05/2014
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Facts / Headnote
Interim prohibitory directions issued against MAPL, its Directors, and its Debenture Trustees pending further proceedings; noticees directed to file reply within 21 days
Provisions invoked
- s. 11
- s. 12(1)
- s. 55A
- s. 73
- s. 4A
- s. 30
- s. 67(3)
- s. 67
- s. 117B
- 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. 117C
- s. 56(3)
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. 16(1)
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Mangalam Agro Products Ltd (MAPL)
- Shri Kamolesh Kumar Ghosh
- Shri Ujjal Sikder
- Shri Tapan Kumar Dey
- Mangalam Institute of Development and Research (through its Settlor viz. Shri Madhusudhan Chatterjee)
- Chandani Mohta
Holding
MAPL was found prima facie to have violated the Companies Act, 1956 (Sections 56, 60 read with 2(36), 73, 117B-C) and the Debt Securities Regulations by mobilizing funds from the public through its Offer of NCDs without complying with public issue requirements, and interim prohibitory directions were issued against MAPL, its Directors, and its unregistered Debenture Trustees.
Full text
Page 2 of 19 a. Date of opening and closing of the subscription list; b. Details regarding the number of application forms circulated inviting subscription; 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 NCDs certificates, etc.; j. Details of the total number of applicants for each of MAPL's scheme besides the list of final allottee; 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 19 ii. There was no requirement of filing any prospectus/statement in lieu of prospectus for issuance of our NCDs in the past. However, all details regarding the said issuance was submitted by us with the ROC upon their enquiry. iii. The company has not issued any NCDs post March 2012. iv. The total amount received by the company by issuance of NCDs prior to March 2012 is 11,00,00,000 which is more than fully secured by the assets of the Company and its associates. v. No offer made by the company in the past for subscription of its NCDs has exceeded 49 persons. vi. The company has only circulated application forms to persons from whom subscription was received for its NCDs. No such circulation has taken place after March 2012." vii. As per the list of debenture holders (submitted by MAPL through an excel sheet), it is observed that the company made a series of offers totaling 107 (each of which were represented as Offer No. 1, 2, 3 … Offer No. 107, etc.) during the period January 2011 to June 2012 and the company then proceeded to allot NCDs to less than 49 persons under each such offer. Further, the maturity dates of debentures extend to FY 2012 – 13. The aforesaid is illustrated below – a. Under Offer No. 1, offer date was between January 01, 2011- January 11, 2011 and MAPL issued NCDs to 45 persons in this period of 11 days. b. Similarly, under Offer No. 2, offer date was January 11, 2011- January 15, 2011 and MAPL issued NCDs to 45 persons in this period of 5 d
Page 4 of 19 dues to the creditors from January, 2015 to 2017. While the intent of the applicant may be honourable it appears that there are many shortcomings in the proposed scheme, which, in fact, is no scheme in the eye of law. All that the applicant seeks to do is to make certain payment starting from January, 2015 till
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Source: SecMarx — sebi:WTM/SR/ERO/19/05/2014. 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.