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Santosh
Shrawan
Mali(AWMPM2320F),
Mr.
Santosh
Kaluram
Paygude
existing schemes; not to launch any new schemes; not to dispose of any of the properties or alienate any
of the assets of the schemes; not to divert any funds raised from public at large which are kept in bank
account(s) and/or in the custody of the company."
2. Subsequently, SEBI received another complaint on September 04, 2014 from an investor of
SJFIL alleging that instead of refunding the money on maturity, SJFIL transferred the
membership from SJFIL to PAIL and later on to Samrudha Jeevan Multi-Purpose Cooperative Society Limited.
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3. As a matter of preliminary inquiry, SEBI, vide letter dated January 22, 2014, inter alia, sought
the following details / documents from PAIL in order to ascertain whether or not PAIL is
carrying on 'Collective Investment Schemes' in terms of Section 11 AA of the SEBI Act, 1992
(hereinafter referred to as "SEBI Act") :
i.
ii.
Contact details, Email id, Fax numbers of the company and the designated
person for corresponding with SEBI.
iii.
iv.
v.
vi.
Sample copies of the registration letter and allotment letter issued to the investors
who subscribed to the schemes.
vii.
viii.
Details of the scheme wise, year wise amount mobilized till date along with the
number of investors under the schemes.
ix.
Details of the scheme wise, year wise amount paid/redeemed by you till date
along with the number of investors under the schemes.
x.
Certified copy of audited financial statement for the last three financial years.
xi.
Copy of Income Tax Return filed by the company for the last three financial
years.
xii.
List of all investors along with the address and contact numbers of the investors.
xiii.
xiv.
4. In response to the aforesaid letter, PAIL vide letter dated February 15, 2014 sought
extension of time upto one month for submission of details/information. Subsequently,
PAIL vide letter dated March 22, 2014 submitted that the main business of company is rearing of
livestock against service charges and sale of agricultural products. The company is also engaged in the allied
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activities such as sale of milk products, sale of bio-fertilizer, and sale of Bags etc. PAIL expressly denied
any fund mobilization/ pooling of funds from the general public.
5. PAIL also furnished the following documents:
i.
ii.
iii.
Audited financial statements for the financial years ended March 31, 2011, March 31,
2012 and March 31, 2013.
iv.
Income Tax Returns for the financial year 2010-11 and 2011-12.
v.
Business Manual
vi.
vii.
6. In addition, PAIL also submitted that documents such as, brochures, offer documents
pertaining to the schemes, application forms to be submitted by investors, sample copies of
registration letter, sample copies of agreement letter, details of schemes wise amount
mobilized and repaid. PAIL also submitted that list of all investors is not available as the
company is not running any schemes or arrangements.
7. Upon examination of the aforementioned information /documents provided by PAIL, SEBI
vide letter dated August 08, 2014 sought the following additional information from PAIL:
i.
Copies of executed application form for rearing of livestock and agreement for
rearing of livestock
ii.
8. In reply to the aforesaid letter, PAIL vide letter dated August 23, 2014 sought extension of
time upto one month. Thereafter, vide letter dated October 18, 2014 PAIL submitted sample
copies of executed application forms and agreement for rearing of livestock and List of
investors/customers.
9. I have carefully considered the material available on record, correspondence exchanged
between SEBI and PAIL, along with the documents contained therein and information
furnished by the complainant, submissions made by PAIL, etc. In this context, the issue for
determination is whether the mobilization of funds by PAIL under its various schemes falls
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under the ambit of collective investment scheme in accordance with Section 11AA of the SEBI
Act, 1992 (hereinafter referred to as "SEBI Act").
10. On an examination of the material available on record , it is prima facie observed that:
a) PAIL (CIN: U01400PN2010PLC135473) (earlier known as Samruddha Jeevan Agro
India Private Limited) was incorporated on February 5, 2010 having its registered
office at Office No. 502, 4th Floor, prosperity heights, CTS No. 6769, Mitra Mandal
Chowk, Parvati, Pune, Maharashtra -411009.
b) As per the MoA of PAIL the main object is "to carry on the business of agriculture,
farming, horticulture, animal husbandry, live stock in all their respective forms and branches and to
grow, produce, process, buy, sell, export, import, market, prepare, refine, extract, manipulate, grind
and deal in all kinds of produce and products including food grains, cereals, seeds, oil seeds, plants,
flowers, vegetables, fruits, spices and herbs and edible oils and food products and to breed buffaloes,
rabbits, goats, sheep's, goat farms, dairy farms."
c) It is stated in the Business Manual that PAIL is engaged in the agricultural business
of animal husbandry i.e., rearing and breeding of calves/goats/buffalos at Sondawada
(tal- Pardi, Dist: Valsad, Gujrat), Village Mailar Gram(Tal-Indi, Dist- Vijapur,
Karnataka) and village Kanjoori (Tal.& Dist.: Khandawada, Madhya Pradesh). The
main business of PAIL is rearing and breeding of livestock for service charges and
sale of agricultural products. PAIL is also engaged in the allied activities such as sale
of milk and milk products, sale of bio fertilizers, etc.
d) It is noted that PAIL is engaged in the business of rearing of livestock (Goats/
buffalo) through its various rearing plans. Customers who are desirous of investing in
the plans can opt for installment payment plan (monthly/ quarterly/ half yearly/
yearly instalments)or lump-sum payment plan. The livestock are delivered to PAIL
after entering into the contract. After completion of the contract the customers can
take back his livestock.
11. Various rearing plans mentioned in the business manual are provided as under:
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Rearing Charges
In `
MLY
QLY
HLY
YLY
Approximate number of
goats & equivalent weight
of goats/ calf/ buffalo at
the end of live sock
rearing contract
1 goat- 10 to 15 kg
3600
100
295
585
1 goat of 16 to 24 kg
7200
200
590
1170
2 goats of 25 to 36 kgs
10800
300
885
1755
1 calf of 8 to 10
months old
14400
400
1180
2340
1 calf of 11 to 12
months old
18000
500
1475
2925
1 calf of 20 to 22
months old
36000
1000
2950
5850
PAIL also provides plans namely Prosperity World for a period of 3 years and Prosperity
Vaibhav for a period of 4 years, which are similar to plans provided above.
b) Rearing Plan Prosperity Green for the period 4 years
1 Goat of 15 to 20 kgs
2 goats of 25 to 30 kgs
2 Goat of 35 to 40 kgs
1 Calf of 15 to 18 mnths old
1 milking baffalo
Live stock
rearing
charges
In `
6000
9000
12000
30000
60000
PAIL also provides plans namely Prosperity Anand for a period of 5 years and Prosperity
Sun for the period of 5.5 years, which are similar to plans provided above.
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12. From the audited financial details provided by PAIL for the financial year ending March 31,
2011, March 31, 2012 and March 31, 2013, the following are observed.
a) The summary of observation from the financial statements for the financial year
2010-11, 2011-12 and 2012-13 are provided as under:
Item/year
March 31, 2011
March 31, 2012
March 31, 2013
Long term liability
16,73,89,241
68,22,44,892
Deposits Received
15,00,00,000
15,00,00,000
Advance Farming Charges
50,89,58,201
Livestock farming fees
10,42,96,100
79,98,21,296
98,92,62,437
Purchase of live stocks
1,51,150
32,09,359
82,78,744
Livestock Maintenance
6,34,40,821
46,40,95,808
63,92,01,901
charges
Advertisement & sales
28,68,382
9,07,37,765
7,20,48,672
promotions
b) PAIL has also submitted that during the financial year 2012-13 it has received
`15,00,00,000/- from the vendor (Samrudha Jeevan Foods India Ltd.) towards
utilization of livestock farming facility of the Company at its project situated at
Valsad (Gujrat) and Jalki (Karnataka) for livestock owned by the vendor. It is
pertinent to note that Samrudha Jeevan Foods India Ltd. is one of the group entities
of the PAIL and SEBI had issued an interim order against Samrudha Jeevan on
October 31, 2013 (mentioned at para 1 above).
13. From the terms and conditions to be signed by the customers/investors while furnishing the
application form the following are mentioned.
a) The calves/ goats/ buffalos shall be accepted by PAIL only if it is in good health and
physical condition at the time of commencement of rearing contract.
b) The applicant/ customer/ owner shall make all the payments strictly as per the terms
of the rearing contract. In case of any default on the part of customer in the payment
of any amount due towards rearing charges on any count whatsoever, it will be open
for PAIL to treat the rearing contract as ineffective/ non operative/ invalid.
c) PAIL shall return livestock only at the end of tenure/ period of the rearing contract;
meaning thereby the live stock will not be returned to customers/owners before the
end of tenure/period of rearing contract.
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d) PAIL shall bear freight etc. charges at the time of taking delivery of calves/ goats/
buffalos etc. at the commencement of rearing contract, whereas at the end of rearing
contract, the concerned customer/ owner shall bear freight charges etc. and risk for
taking delivery of calves/ goats/ buffalos.
14. From the Livestock Rearing Contract furnished by PAIL vide reply dated October 18, 2014, inter
alia, the following are noted:
a) "The Owner (Customer) on his/her/their own free will is/are entering into the present livestock
rearing contract with Contractor (PAIL) and hereby handover 1 goat weight in Kgs (18 kg) to
Contractor for rearing and breeding of the said livestock.
b) The Owner shall pay to the contractor total sum of Rs. 6000 towards rearing and breeding
expenses of the said Live Stock.
c) The live stock rearing contract shall come into force immediately on physical delivery of goats and
actual receipt of rearing charges from owner to the contractor.
d) The live stock rearing contract is commencing from April 25, 2012 and ending on October 24,
2017. On expiry of the aforesaid tenure, the contractor hereby undertakes to handover five number
of goats (approximately 100 kg weight) to the owner.
e) After the commencement and during the rearing contract, contractor shall be absolute owner of milk,
dung etc. of the said goats and contractor shall have right to use the said goats and their offspring for
agricultural purpose such as production of fertilizers, goober gas etc. contractor shall have absolute
liberty to enter into rearing and/or breeding sub contract with other persons/ farmers/
organizations/firms etc. for that livestock during subsistence of present live stock rearing contract.
f) In case death of goats during three contract period, the owner shall not be responsible for the same
and PAIL shall be entirely liable to bear the loss there of.
15. From the installment receipts submitted vide letter dated August 25, 2014, by one of the
complainants who had invested in the schemes of SJFIL, the following are observed:
a) The receipts only contain the amount of money already paid by the customers and
the consideration amount. The details about the goat handed over and goats about to
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be received on completion of the maturity period are not mentioned in the said
receipts.
b) It is seen from the receipts that initially the customer/investor had invested in
Samruddha Jeevan Foods India Limited. During February, the account was
transferred to PAIL and latter on in the month of March 2014, it had been
transferred to Samruddha Jeevan Multi- State Multi Purpose Co-operative Society
Limited.
16. The features of the so-called 'rearing and breeding of livestock for service charges' offered by PAIL
have to be considered in light of the provisions of Section 11AA of the SEBI Act. The
aforesaid Section 11AA, which provides for the conditions to determine whether a scheme
or arrangement is a 'collective investment scheme', reads as under :
(1) Any scheme or arrangement which satisfies the conditions referred to in subsection (2) or
sub-section (2A) shall be a collective investment scheme.
Provided that any pooling of funds under any scheme or arrangement, which is not registered
with the Board or is not covered under the exemptions from CIS sub-section (3), involving a
corpus amount of one hundred Crore rupees or more shall be deemed to be a collective investment
scheme.
(2) Any scheme or arrangement made or offered by any person under which,
(i) the contributions, or payments made by the investors, by whatever name called, are pooled
and utilized solely for the purposes of the scheme or arrangement;
(ii) the contributions or payments are made to such scheme or arrangement by the investors with
a view to receive profits, income, produce or property, whether movable or immovable from such
scheme or arrangement;
(iii) the property, contribution or investment forming part of scheme or arrangement, whether
identifiable or not, is managed on behalf of the investors;
(iv) the investors do not have day to day control over the management and operation of the
scheme or arrangement.
17. In the context of abovementioned Section11AA of the SEBI Act, the Scheme of "Rearing
Plans offered by PAIL is examined as under :
PAIL invites funds from public for its schemes towards "rearing of livestock such as
Calves/Goats/Buffaloes through its various plans viz., Prosperity Life(3years), Prosperity
World(3 years), Prosperity Vaibhav (4years), Prosperity Green (4 years), Prosperity Anand (5years)
and Prosperity Sun (5.5 years). The amounts are collected from the customers as per the
onetime payment plans or periodic payment plans . The 'customers' or investors who are
desirous to subscribe to the schemes are made to execute an agreement viz., "Live Stock
Rearing Contract" prescribing two different set of payment schedules illustrated at para 11
(a) and (b) above. As per the "Live Stock Rearing Contract" the customer is required to
handover goat(s) and pay the corresponding rearing charges either in upfront payment
or through installment payments as per the plan opted by the customer. Upon executing
the contract with the "Customers", PAIL would rear the livestock from the pooled
amount received from the 'customers'. As per the submission of PAIL vide its letter
dated October 18, 2014, it has received `15,68,50,449/- as short term advance from
39,347 customers for advance rearing charges as on March 31, 2013. Further, PAIL has
received `50,89,58,201/- as long term advance from 40,916 customers as advance
rearing charges as on March 31, 2013. Hence, it is noted that as on March 31, 2014
PAIL has mobilized minimum of `66.58 cores as advance rearing charges. Further, at the
end of the agreement term, the 'customer(s)' is entitled to receive goats as per the plans
narrated at para 11 above. Therefore, it is clear that the payments or the contributions
collected
from
the
customers
under
the
schemes
towards
"Rearing
of
Goats/Buffaloes and the contributions are being utilized by PAIL for the purpose of
the scheme and therefore the above referred
Hence, the
Page 9 of 13
profits and therefore the above referred schemes satisfy the second condition stipulated
in section 11AA (2)(ii) of the SEBI Act.
20. I note that in terms of Section 12(1B) of the SEBI Act, "no person shall sponsor or cause to be
sponsored or cause to be carried on a 'collective investment scheme' unless he obtains a certificate of registration
from the Board in accordance with the regulations. Regulation 3 of the SEBI (Collective Investment
Schemes) Regulations, 1999 (hereinafter referred to as "CIS Regulations") also prohibits
carrying on CIS activities without obtaining registration from SEBI. Therefore, the
launching/ floating/ sponsoring/causing to sponsor any 'collective investment scheme' by any
'person' without obtaining the certificate of registration in terms of the provisions of the CIS
Regulations is in contravention of Section 12(1B) of the SEBI Act and Regulation 3 of the
CIS Regulations. In this regard, I note that PAIL has not obtained any certificate of
registration from SEBI under the CIS Regulations for its fund mobilizing activity from the
public, under the instant 'Schemes' offered by it.
21. I also find that the fund mobilizing activity of PAIL through its various schemes, prima facie,
amounts to a fraudulent practice in terms of Regulation 4(2)(t) of the SEBI (Prohibition of
Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003
("PFUTP Regulations").
22. From the material available on record, it is observed that its Directors, viz., Mr. Santosh
Shrawan Mali(AWMPM2320F), Mr. Santosh Kaluram Paygude (ANQPP5668L), Mr.
Vanshree Tukaram Chidrawar (AMHPC6141M), Mr. Hrishikesh Vasant Kanase
(BBXPK1567K), Mr. Dattatray Madhav Yadav (ACPPY3360C) are the present Directors
who were in charge of and responsible for the day to day affairs of PAIL. It is also noted
from the investor complaints received by SEBI that Samruddha Jeevan Foods India Limited
(group entity of PAIL) had diverted the investors money from SJFIL to PAIL and later on
transferred to Samruddha Jeevan Multi- State Multi Purpose Co-operative Society Limited.
This is evident from the transfer of `15 crores from SJFIL to PAIL under the pretext of
deposit received from SJFIL (vendor) towards the utilization of livestock farming facility of
PAIL at its projects situated at Valsad (Gujarat) and Zalki (Karnataka) for livestock owned
by SJFIL.
23. Protecting the interests of investors is the first and foremost mandate for SEBI and
therefore, steps have to be taken to ensure that PAIL does not collect further funds under its
schemes and no investors are defrauded. Further, in order to safeguard the assets/property,
acquired by PAIL and its Directors using the funds collected from the investing public until
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full facts and materials are brought on record and a final decision is taken in the matter, it is
incumbent on SEBI to take preventive action by way of an immediate measure. In the light
of the same, I find no other alternative but to take recourse through an interim order against
PAIL and its Directors for preventing them from further carrying on with its existing fund
mobilizing activity by launching collective investment scheme without registration from
SEBI in accordance with law.
24. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections
11(1), 11B and 11(4) of the SEBI Act, 1992 read with Regulation 65 of CIS Regulations and
PFUTP Regulations, hereby direct PAIL and its Directors viz., Mr. Santosh Shrawan
Mali(AWMPM2320F), Mr. Santosh Kaluram Paygude (ANQPP5668L), Mr. Vanshree
Tukaram Chidrawar (AMHPC6141M), Mr. Hrishikesh Vasant Kanase (BBXPK1567K), Mr.
Dattatray Madhav Yadav (ACPPY3360C) :
not to collect any fresh money from investors under its existing schemes;
not to launch any new schemes or plans or float any new companies to raise fresh moneys;
to immediately submit the full inventory of the assets obtained through money raised by PAIL;
not to dispose of any of the properties or alienate the assets obtained directly or indirectly through the
money raised by PAIL;
not to divert any funds raised from public at large, kept in bank account(s) and/or in the custody of
PAIL;
furnish full details of Advertisement & sales promotions expenses (item para 12(a);
furnish complete details of accounts transferred from Samruddha Jeevan Foods India Limited to
PAIL and complete details of accounts transferred from PAIL to Samruddha Jeevan Multi- State
Multi Purpose Co-operative Society Limited (para 15 (b) of this order).
25. The above directions shall take effect immediately and shall be in force until further orders.
26. This order shall be treated as a show cause notice and PAIL and its directors may show cause
as to why the plans/ schemes identified in this order should not be held as a collective
investment scheme in terms of the Section 11AA of the SEBI Act and the CIS Regulations and
why appropriate directions under the SEBI Act and CIS Regulations, including directions in
terms of Regulations 65 and 73 of the CIS Regulations should not be taken against them.
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27. PAIL and its abovementioned Directors may, within 21 days from the date of receipt of this
Order, file their reply, if any, to the prima facie observations made herein. They may also
indicate whether they desire to avail an opportunity of personal hearing on a date and time
to be fixed on a specific request made in that regard.
Place: Mumbai
Date: March 31, 2015
S. RAMAN
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA
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