Interim order against the past Directors of Mangalam Agro Products Limited, viz. Smt Runa Mazumder

WTM/SR/SEBI – ERO/IMD/178/11/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER ORDER Under Sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, against the past Directors of Mangalam Agro Products Limited, viz. Smt Runa Mazumder (PAN: AIXPM8121D; DIN: 02502380), Smt Nabanita Sikder (PAN: DKGPS4118N; DIN: 05352501) and Smt Runa Sikder (PAN: CIEPS3278L; DIN: 05217136).

1. Securities and Exchange Board of India ("SEBI") vide an Order bearing no. WTM/PS/02/ERO/APR/2015 dated April 6, 2015 ("Final Order"), passed certain directions as mentioned at paragraph 18 thereof, against Mangalam Agro Products Limited ("MAPL") and its Directors, viz. Shri Kamolesh Kumar Ghosh, Shri Ujjal Sikder and Shri Tapan Kumar Dey, for violating the provisions of Section 56, Section 60 read with Section 2(36), Section 73, Sections 117B–C of the Companies Act, 1956 and the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“Debt Securities Regulations”), by engaging in fund mobilising activity from the public, through the issue of Secured Non–Convertible Redeemable Debentures ("Offer of NCDs").

2. As per the findings contained in the Final Order, the offer and allotment of Secured Non– Convertible Redeemable Debentures made by MAPL to around 4820 investors during the Financial Year 2011-12, has been held to be a public issue of securities.

3.1 It has now come to SEBI's notice that the following persons were earlier Directors of MAPL during the Offer of NCDs –

Sr. Name PAN DIN DATE OF DATE OF No APPOINTMENT CESSATION 1. Runa Mazumder AIXPM8121D 02502380 18/05/2009 05/09/2012 2. Nabanita Sikder DKGPS4118N 05352501 10/08/2012 18/03/2013 3. Runa Sikder CIEPS3278L 05217136 06/03/2013 26/11/2013

3.2 In this context, it is noted that – i. Section 56(1) and 56(3) read with Section 56(4) of the Companies Act, 1956, imposes liability for compliance of the aforesaid provisions, on the company, every Director and other persons responsible for the issuance of the prospectus.

ii. Section 60 of the Companies Act, 1956, imposes liability for compliance of the aforesaid provision, on the company and every person who is a party to the issue of the Prospectus.

iii. Section 73(2) of Companies Act, 1956, imposes liability for compliance of Section 73, on the company and every Director of the company who is an Officer in default. iv. Section 27(2) of the SEBI Act, 1992 (“SEBI Act”) provides SEBI with inter alia the power to proceed against Director(s) of companies who have illegally mobilized funds from the public through the issue of securities.

v. As far as the Debt Securities Regulations is concerned, the company and its Directors are equally liable for any non–compliance with the provisions contained therein i.e. Regulations 4(2)(a)–(d), 4(4), 5(2)(b), 6–9, 12, 14–17, 19 and 26.

3.3 Upon a consideration of the aforementioned paragraphs, I am of the view that Smt Runa Mazumder, Smt Nabanita Sikder and Smt Runa Sikder, were also engaged in fund mobilising activity from the public, in their capacity as Directors of MAPL, through the Offer of NCDs and as a result of the aforesaid activity, have violated the aforementioned provisions of the Companies Act, 1956, the SEBI Act and the Debt Securities Regulations.

4. In view of the alleged violations by the abovementioned past Directors, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and 11B of the SEBI Act, hereby issue the following directions – i. The past Director of MAPL, viz. Smt Runa Mazumder (PAN: AIXPM8121D; DIN: 02502380), Smt Nabanita Sikder (PAN: DKGPS4118N; DIN: 05352501) and Smt Runa Sikder (PAN: CIEPS3278L; DIN: 05217136), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders;

ii. The abovementioned past Directors of MAPL are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; iii. The abovementioned past Directors of MAPL shall provide a full inventory of all their assets and properties.

5.1 The abovementioned past Director of MAPL are advised to show cause as to why suitable directions/prohibitions under Sections 11(1), 11(4), 11A and 11B of the SEBI Act, Section 73(2) of the Companies Act read with Section 27(2) of the SEBI Act and the Debt Securities Regulations including the following, should not be taken/imposed against him:

i. Directing them jointly and severally to refund money collected through the Offer of NCDs alongwith interest, if any, promised to investors therein; ii. Directing them not to issue prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.

5.2 The abovementioned past Directors of MAPL, may, within 21 days from the date of receipt of this Order, file their reply, if any, to this Order and may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

6. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against the abovementioned past Directors of MAPL in accordance with law.

7. This Order shall be read with the Final Order, copy of which is enclosed with this Order. 8. A copy of this Order shall be served on all recognized stock exchanges and depositories for necessary action.

Place: Mumbai S. RAMAN Date: November 20, 2015 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA