sebi:WTM/SR/ERO/30/02/2015
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Facts / Headnote
Interim directions issued restraining AMF and its Directors and Promoters from mobilizing fresh funds, accessing the securities market, and disposing of assets; full inventory of assets to be provided; reply to be filed within 21 days.
Provisions invoked
- s. 11
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 56(1)
- s. 56(3)
Parties
- AMF (CIN:U67120OR2010PLC011758)
- Shri Ashok Kumar Behera
- Shri Aswini Kumar Barik
- Shri Satyabrata Sinha
- Shri Umesh Ch Samantasinghar
- Shri Suvash Chandra Behera
- Shri Dipak Kumar Behera
- Shri Bibekananda Behera
- Shri Saswat Sahoo
- Shri Satrunjaya Sahoo
- Shri Kailash Chandra Nayak
Holding
AMF's offer of Redeemable Preference Shares to 222 investors constitutes a public issue under Section 67(3) of the Companies Act, 1956, and AMF has prima facie violated Sections 56, 60 read with 2(36), and 73 of the Companies Act, 1956, warranting interim restraining directions.
Full text
Page 2 of 11 c. Details regarding the number of application forms circulated inviting subscription for preference shares; d. Details regarding the number of applications received; e. Details regarding the number of allottees and list of such allottees; f. Number of preference shares allotted and value of such allotment against each allottee's name; g. Details regarding subscription amount raised; h. Date of allotment of preference shares; i. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; j. Date of dispatch of preference share certificates; k. Details of the total number of applicants for each of AMF's scheme besides the list of final allottees; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares; m. Terms and conditions of the issue of shares.
Page 3 of 11 i AMF (CIN:U67120OR2010PLC011758) was incorporated on March 19, 2010 with the RoC, Orissa having its registered office at BB Complex, Plot No-413/2297 Aiginia, Near Trinath Temple, Bhubaneswar – 751019. ii The present Directors in AMF are Shri Ashok Kumar Behera , Shri Aswini Kumar Barik, Shri Satyabrata Sinha and Shri Umesh Ch Samantasinghar. iii Shri Suvash Chandra Behera, Shri Dipak Kumar Behera, Shri Bibekananda Behera, Shri Saswat Sahoo, Shri Satrunjaya Sahoo and Shri Kailash Chandra Nayak who were earlier Directors in AMF have since resigned. iv Promoters of AMF are Shri Bibekananda Behera, Shri Saswat Sahoo, Shri Satrunjaya Sahoo and Shri Kailash Chandra Nayak. v It is observed from Form 2 and the lists of allottees available on MCA portal and the information provided by RoC, Cuttak that AMF issued Redeemable Preference Shares („RPS’) of face value Rs.10/- each amounting to Rs.1,21,35,000/- to 222 investors during the Financial Years 2009-10 and 2010-11. The details of the same are provided below: S.No. Year Date of Allotment Number of Allottees Number of RPS allotted Amount raised (in Rs.) 1 2009-10 31-03-2010 68 297500 2975000
Page 4 of 11 7. In the context of the abovementioned details, the issue for determination in the instant matter is whether the mobilization of funds by AMF through the offer of RPS, is in accordance with the provisions of the SEBI Act, 1992 ("SEBI Act") and the Companies Act, 1956.
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Source: SecMarx — sebi:WTM/SR/ERO/30/02/2015. 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.