WTM/PS/87/CIS-NRO/NOV/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

CORAM: PRASHANT SARAN, WHOLE TIME MEMBER
ORDER
Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India
Act, 1992 read with Regulation 65 of the SEBI (Collective Investment Schemes)
Regulations, 1999and Regulation 4(2) (t) of the SEBI (Prohibition of Fraudulent
and Unfair Trade Practices Relating to Securities Market) Regulations, 2003
In the matter of Sunshine Global Agro Limited (earlier known as Sunshine
Forestry Private Limited)
In respect of:
1. Sunshine Global Agro Limited [PAN: AAJCS2508K],
2. Mr. Lekh Narayan Chand [PAN:AALPH6536K],
3. Mr. Mokarram Mohammad [PAN: AJPPM9356A],
4. Mr. Mohammad AhteshamulHaq[PAN: ACGPH4147P],
5. Mr. Anand Kumar Jha[PAN: AEKPJ8257J],
6. Mr. Wasim Khan [PAN : CENPK6085G] and
7. Mr. Ashif Khan [PAN: BEMPK1322J]
_____________________________________________________________________
1.

Securities and Exchange Board of India (hereinafter referred to as SEBI) had,

conducted a preliminary enquiry in the unit plans of the one Sunshine Global
Agro Limited (hereinafter referred to as the Company or Sunshine) and vide
an interim ex-parte Order dated July 15, 2014 (the interim order), prima facie found
that Sunshine is engaged in fund mobilizing activities from the public, which is in
the nature of a Collective Investment Scheme (hereinafter referred to as 'CIS') as
defined in Section 11AA of the Securities and Exchange Board of India Act,
1992 (hereinafter referred to as the SEBI Act), without obtaining a certificate of
registration from SEBI as required under Section 12(1B) of the SEBI Act and
Regulation 3 of the SEBI (Collective Investment Schemes) Regulations, 1999
(hereinafter referred to as the CIS Regulations).The mobilization of funds from
the public, was also prima facie found to be a fraudulent practice in terms of
Regulation 4(2)(t) of the SEBI (Prohibition of Fraudulent and Unfair Trade
Practice Relating to Securities Market) Regulations, 2003 (hereinafter referred to
as PFUTP Regulations).The interim order was issued in order to protect the
interest of investors, safeguard the assets/ property acquired by the Company by
using the funds collected from the investing public and also to prevent the
Company from further carrying on with its existing fund mobilizing activities

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through the alleged CISs. This Order directed Sunshine and its directors namely
Mr. Lekh Narayan Chand, Mr. Mokarram Mohammad, Mr. Mohammad
AhteshamulHaq, Mr. Anand Kumar Jha, Mr. Wasim Khan and Mr. Ashif Khan
(hereinafter collectively referred to as the noticees):
not to collect any fresh money from investors under its existing scheme(s);

not to launch any new schemes or plans;

to immediately submit the full inventory of the assets owned by SGAL;
not to dispose of any of the properties or alienate the assets of the existing scheme(s);
not to divert any funds raised from public at large, kept in bank account(s) and/or in
the custody of the company.
The aforesaid directions came into force with immediate effect and the noticees
were advised to file their reply within a period of twenty one (21) days from the
date of receipt of the interim order and also to indicate whether they wish to avail
an opportunity of personal hearing in the matter.
2.

The Company vide its letter dated August 08, 2014, requested for the copy of the
interim order and requested for a time of three (3) months for complying with the
interim order. The interim order was forwarded to the Company and its directors
vide letters dated August 25, 2014. The letters issued to the noticees namely Mr.
Anand Kumar Jha and Mr. Mohammad AhteshamulHaq had returned
undelivered. SEBI vide letter dated September 18, 2014, forwarded the copies of
the inteirm order to the Company for onward delivery of these to the noticees
namely Anand Kumar Jha and Mr. Mohammad AhteshamulHaq. SEBI vide its
letter dated October 08, 2014, issued a reminder to the noticees for replying to
the interim order. As no reply was received, SEBI vide letter datd November 10,
2014, issued one more reminder to the noticees for replying to the interim order.
The Company vide its letter dated November 24, 2014, replied to the reminder
letter of SEBI and requested for three months time for filing the detailed reply.
The submissions of the Company, in brief are as under:
i.

The activities of the Company are not in the nature of CIS and the Company is
engaged in operating a nursery and plantation of Jhatropa plant, a natural
substitute of bio-diesel.

ii.

To achieve economic and commercial viability of extraction of bio-diesel requires

huge plantation on massscale, the Company took huge efforts to popularize the
large scale plantation of Jhatropa plants in various states.

iii.

The Company had obtained registration from the Government of Bihar on

December 12, 2004, for putting up nursery for forestry/ trading of plant.

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3.

Before proceeding further, SEBI granted an opportunity of personal hearing to

the Company and its directors on April 20, 2015. An intimation regarding the
same was sent to all the noticees vide letter dated March 24, 2015. The hearing
notices sent to the noticees namely Mr. Mokarram Mohammad, Mr. Anand
Kumar Jha, Mr. Wasim Khan and Mr. Ashif Khan had returned undelivered.
SEBI vide its letter dated April 13, 2015, asked the Company to intimate the
noticees namely Mr. Mokarram Mohammad, Mr. Anand Kumar Jha, Mr. Wasim
Khan and Mr. Ashif Khan about the date of hearing. On the date fixed for the
personal hearing,none of the noticees turned up for the personal hearing. In the
interest of justice, one more opportunity of personal hearing was granted to the
noticees on May 15, 2015. An intimation regarding the same was sent to the
noticees vide letter dated May 08, 2015. However, none of the noticees turned up
for the personal hearing on such date also.
Considering that reasonable opportunities to the Company and its directors have
already been afforded for making submissions in the matter, I find that the
matter could be proceeded on the basis of the material available on record.

4.

I have considered the interim order issued in the matter and the material available
on record. The main allegation as against Sunshineis that the schemes/ plans
operated by it were in the nature of CIS and that Sunshine was offering these
schemes without obtaining registration from SEBI in contravention of the
provisions of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS
Regulations read with Section 11AA of the SEBI Act. The directors of Sunshine
were also alleged to be responsible for the illegal conduct of the business of the
Company. The issue that now arises for my consideration is: Whether Sunshine
was operating a CIS without obtaining registration from SEBI?

5.

Whether Sunshinewas operating a CIS without obtaining registration from

SEBI?
a. I note that the Company was incorporated on June 01, 2004 as Sunshine Forestry
Private Limited. On May 28, 2008, pursuant to the change of name to Sunshine
Global Agro Pvt. Limited, a new certificate of incorporation was issued to it.

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b. As per the details provided by Sunshinevide its letter dated December 31, 2013, it
hadtwo schemes i.e. Sale of Jhatropa Bush group and Sale of plant/ trees. I
have seen the brochure submitted by Sunshine vide letter dated December 31,
2013, the relevant portions of the same are:
GREEN REVOLUTION FRUIT FOR NATION

Since last five years company is running in profit. valuer has valued 5 to 7
years old trees Rs.1500/- per tree, for which we are offering for sale @ Rs.1,000/per Tree.
The grown up trees which we are selling require further maintenance for seven years to
be marketable at the time of delivery, the value of which is expected to be Rs.3,000/-.
These trees are planted & nourished on lease hold land. So, the regular maintenance
of the trees purchased by you will be carried out by the company and in return the
company will aspecting for assured the 14cft. woodcontains.

JATROPHA PLANTATION BIO-DIESEL FOR NATION

Since last five years company is running in profit. valuer has valued 5 to 7
years old trees Rs.1500/- per tree, for which we are offering for sale @ Rs.1,000/- or
per J.B.G.
The grown up J.B.G (Jatropha Bush Group) which we are selling require further
maintenance for five years and six months (66 months) to be heavy fruitry at the time
of transfer. The value of which is expected to be Rs.2,000/- to Rs.3,000/- per
J.B.G. These Jatropha B.G. are planted & nourished on lease hold land. So, the
regular maintenance of the J.B.G. purchased by you will be carried out by the company
upto the term as per mutual memorandum of understanding & agreement.
After the completion of terms of maintenance agreement, purchaser is bound to sale
such J.B.G. If he wants to hold such J.B.G.; he will be responsible for transfer the
lease agreement from the company at his own cost. If the purchaser is far from
project site or he is not interested to hold to such J.B.G. company will purchase his
J.B.G. as per existing estimated value including fruit cost of one J.B.G. Rs.200/- and
Rs.600/- against each plant as per mutual agreement subject to condition that such
agreement must be executed within one year after the terms of M.O.U. expiration
including grace period of time.

Terms & Condition of Plant Purchase

2. After receiving application duly completed along with cost of each plant
@Rs.1000/-. The Company will send Plant Title Certificate after sixty days.
3. The saleable Plant will further require maintenance for 7 & more years, hence the
purchaser will give ownership right of the plant to the company for its maintenance.
4. The Purchaser will be bound to sale the said plant on completion of 7 years because
they are grown on leasehold land & Govt. Land.
5. Under the range of insurance risk coverage, purchasing cost is always safe, except
imposition of Govt. enactment, notification, rules & regulation what so ever issued
time to time.

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7. Delivery of plants (14 cft. wood) of such time will be made on project site after 7
years from the date of sale.

Insurance Schedule

The Company provides one time accidental Insurance Policy an additional facilities to
those purchasers who will be purchasing plant at a time under Trading of Plant as
following schedule withNo. of Units
Insurance Value
10
25,000/25
50,000/50
75,000/100
1,00,000/200
1 Lacs onwards

Terms & Condition of Jatropha B.G. Purchase

2. After receiving application duly completed along with cost of J.B.G. @Rs.1000/-.
The Company will send J.B.G. Certificate after sixty days.
3. The saleable J.B.G. will further require maintenance for 66 months for developing
the fruit full such & risk from life existing from nature. A Bush Group having
Number of 3 (three) Plant aged about one year of existing Plant hence the purchaser
will give M.O.U. of the plant to the company for its maintenance.
4. The Purchaser will be bound to sale the said J.B.G.on completion of 66 months
because they are grown on leasehold land & Govt. Land. If purchaser hold the J.B.G.
after the terms of M.O.U. the company transfer lease agreement by names of
purchaser. He will be responsible for lease rent and other liabilities. Company will not
be liable for any maintenance to this J.B.G. after completion of terms.
5. Under the range of insurance risk coverage, purchasing cost is always safe, except
imposition of Govt. enactment, notification, rules & regulation what so ever issued
time to time.

Insurance Schedule

The Company provides one time accidental Insurance Policy an additional facilities to
those purchasers who will be purchasing J.B.G. at a time under Trading of Plant as
following schedule withNo. of Units
Insurance Value
25
50,000/50
75,000/100
1,00,000/200
1 Lacs onwards

c. I have seen the sample application form for the schemes/ plans provided by the
Company. These are pre-printed documents asking for the details of the
applicant, address details, contact number, details of payment, nominee details
etc.From the sample application forms as submitted by the Company it is noted
that the location of the plant/ tree was not mentioned.

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d. I have perused the sample Memorandum of Agreement & Understanding for

plan/ scheme of the Company.The relevant clauses thereof are as under:
The first part approached and gave free consent to the company, second part to
lookafter the day to day maintenance of the purchased No. of site.
The following terms & condition were mutually agreed amongst both party & for
better future relations these are enumerated below:

2. Since purchaser living far from the project site, it is felt by him/ her difficult to look
after day to day growth, maintenance to the said & therefore agreed to authorize
the second part to supervise, lookafter the plant for better growth
3. That the total period of such supervision maintenance, taking care for the growth of
the is for at least years.
[4. That the first part agreed to take 14 cft of wood benefit of each grown up plant,
rest of wood benefit will be retained by the second part.]*
5. To cover any kind of adversities the second part draw proper insurance of the at
their cost for the years.
6. That there is no liability/ responsibilities of the second part except the above
mentioned clauses.
The clause in is the Memorandum of Agreement & Understanding for Plant/ Tree
Sale
*

e. Another document is certificate, for the schemes/ plans namely Plant and
J.B.G.provided by the Company. It is noted thatthe same is a pre-printed
document with blanks for the name and address of the investor. The same reads
as under and contains the date of delivery of wood/ plant/ J.B.G. andpromising
plant content/ J.B.G. Content/ Fruit:
It is hereby certified that the person/ persons named herein this certificate has
purchased . Grown up Plant paying total cost of Rs. on dated .. the said
plant is/ are bearing distinctive no. . Nature of plant which are situated at
.. The certificate for ownership of Plant is subject to rules & regulations over leaf
The following clauses of the terms and conditions are relevant to be noted:
-

For purchase of Grown-up Tree Plants and their Further Maintenance

1. The Company will do maintenance of grown-up Plants purchased by you for
further 7 years as agreed by you.
2. Purchaser will be bound to delivering the said Plants after completion of 7 years.
3. Purchaser will be free from maintenance of Tree Plant or estimated future cost of
Rs.2,500/-. Company may consider to 14 cft. wood on each unit against Tree Plant.
4. As the plants laying on mostly lease hold land. Plants purchaser must take delivery
of plants at project site.
5. The purchaser must submit their Plant title certificate on completion of due date
with the option to sale to his plants himself or by the Company.

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For purchase of Grown-up Jatropha Bust Group (J.B.G.) and their

Further Maintenance
1. The Company will do maintenance of grown-upJ.B.G.purchased by you for further
51/2years as agreed by you.
2. Purchaser will be bound to sell or lease transfer the said J.B.G. after completion of
term (51/2years).
3. Purchaser will be free from maintenance of such J.B.G. up to the maintenance
period (51/2years).
4. As J.B.G. are laying on mostly lease hold land. Purchaser must take delivery of
fruits with his bush group as per M.O.U. at project site.
5. The purchaser must submit their J.B.G. title certificate on completion of due date
with the option to sale to the company.
6. If the purchaser not hold J.B.G. on self the company will purchase his J.B.G. as per
existing estimated value including full term fruit cost of one J.B.G. Rs.200/- and
Rs.600/- against each standing plant as per mutual agreement subject to condition
that such agreement must be executed within one year after the terms of M.O.U.
7. If the purchase dont want to sale their J.B.G. (Jatropha Bush Group) after term,
then lease agreement will be transfer to purchaser minimum period up to 25 years only.
After transfer he will bear lease rent with maintenance cost on self.

f. From the discussion above, it is observed that Sunshine was inviting applications
from the customers/ investors for sale of plants and J.B.G.I also note the
following:
i. The plant/ tree are said to be allotted by the Company after 60 days of
receiving the application and the ownership rights of plant/ tree are retained
by the Company.
ii. Sunshine guarantees assured returns as more specifically mentioned in the
brochure as expected value. The application form for the scheme namely
sale of Plant/ Tree assured the benefit of 14 cft. of wood for each grown up
plantand the rest of the wood benefit is retained by the Company.
iii. Till the issuance of certificate, the Company did not provide the details of the
location of the plants.
iv. The possession of the plants rests in the hands of the Company for the
purpose of maintenance.The Company takes consent of the customer/
investor to lookafter the day to day maintenance of the plant purchased.
v. The Company has proposed to purchase/ buyback the plant/ trees after
completion of the term.The plan/ scheme of the Company are in the nature
that at the end of the term, the customer/ investor has no option but to sell
the plants as it may not be practical for him/ her to look after the plants from
their residence and to bear the cost of continuing lease.

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vi. The customer/ investor is compulsorily required to submit the J.B.G. title
certificate/ plant title certificate on completion of due date with the option to
sale to the Company.
vii. The Company provides the accidental insurance cover to its customers/
investors.
From the observations as noted above, it can be inferred that the transactions of
the Company were not mere sale of plants/ treesrather these can be said to be an
investment scheme.
g. Having considered the above, now I proceed to deal with the charges levelled
against Sunshine. According to the definition, CIS means any scheme or
arrangement which satisfies the conditions specified in Section 11 AA of the
SEBI Act, which provides as under:
"(1) Any scheme or arrangement which satisfies the conditions referred to in subsection (2) or subsection (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 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.
(2A) Any scheme or arrangement made or offered by any person satisfying the conditions as may be
specified in accordance with the regulations made under this Act.
(3) Notwithstanding anything contained in sub-section (2) [or sub-section (2A)], any scheme or
Arrangement:

i. made or offered by a co-operative society

ii. under which deposits are accepted by non-banking financial companies
iii. being a contract of insurance
iv. providing for any scheme, Pension Scheme or the Insurance Scheme framed under the
Employees Provident Fund
v. under which deposits are accepted under section 58A of the Companies Act, 1956
vi. under which deposits are accepted by a company declared as a Nidhi or a mutual benefit
society
vii. falling within the meaning of Chit business as defined in clause (d) of section 2 of the
Chit Fund Act, 1982(40 of 1982);
viii. under which contributions made are in the nature of subscription to a mutual fund;

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ix. such other scheme or arrangement which the Central Government may, in consultation
with the Board, notify,
shall not be a collective investment scheme."
The term securities in section 2(h) of the Securities Contracts (Regulation) Act,
1956 was amended vide the Securities Laws (Amendment) Act, 1999, w.e.f.
February 22, 2000, to include units or any other instrument issued by any collective
investment scheme to the investors in such schemes.
h. Let me now, proceed to test the characteristics of the impugned schemes/ plans
floated and carried on by the Company against the four conditions under Section
11AA(2) of the SEBI Act.
i.

The first condition is that the contributions, or payments made by the investors, by
whatever name called, are pooled and utilized for the purposes of the scheme or arrangement.
The Company had invited its customers to subscribe to one of the plans offered
by it for the purchase of J.B.G./plants/ trees. Sunshine had taken the
contribution/ investments of the investors/ customers in accordance with its
plans/ schemes as detailed above. As per the discussion above, the
J.B.G./plants/ treesalways remained in the possession of the Company and as
per the maintenance clause,the J.B.G./plants/ treesare maintained from the
funds received from the customers, under the contract agreement.It is also
important to note that even on payment of full amount for J.B.G./plants/
treesthe customer/ investor had to wait for 60 days for mere allocation of the
plants (the quality/ age of the plant is never disclosed). From the above
observations, it can be said that the payments made by the investors were
pooled and utilized by the Company for the purposes of its schemes. Thus,
satisfying the first condition as stipulated in Section 11AA(2)(i) of the SEBI Act.

ii.

The second condition is thatthe 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. As discussed above, the
investors had made payments towards the plans/ schemes promoted by
Sunshine.In the brochure, Sunshine had stated that the grown up trees offered
for sale, require further maintenance for 7 years to be marketable at the time of
delivery, and the value of which is expected to be 3000. It was also said that

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the regular maintenance of the trees will be carried out by the Company and in
return the Company had assured 14 cft wood benefit.
Likewise, in J.B.G. plan, the Company had stated that if the customer/ investor
is not interested to hold to J.B.G., the Company will purchase it as per existing
estimated value including fruit cost of one J.B.G at 200 to 600 against each
plant.
In view of the above, it can be concluded that the brochure itself assured the
customers/ investorsof expected value which meant nothing but profits.
Further, the Company also provides one time accidental insurance as an
additional facility to its customers/ investors.The same makes it clear that the
investors made contribution/ payment with a view to receive the profits/
income/ property/ return on their investments that may accrue to them as
applicable, thus attracting the second condition as stipulated in Section
11AA(2)(ii) of the SEBI Act.

iii.

The third condition is that the property, contribution or investment forming part of scheme
or arrangement, whether identifiable or not, is managed on behalf of the investors. The
fourth condition is that the investors do not have day to day control over the management
and operation of the scheme or arrangement. In this regard, Inote that the Company
takes the consent of the customer/ investor to lookafter the day to day
maintenance of the plants/ trees.Further, as per the terms and conditions on
the reverse side of the certificate, the purchaser will be free from maintenance
of J.B.G./plants/ trees. I also note that Sunshine on completion of the term,
asks for submission of the certificate with the option for sale to the Company.
From the same, it can be said that the customer/ investor does not manage his
investments in the scheme rather his investments are managed and utilized by
the Company as per its own discretion and the investor does not have day to
day control over the plot of land/ property as the same remained with
Sunshine.
Further, the statement that the J.B.G./ plant are mostly lying on the lease hold
land and in case the customer/ investor do not want to sell the J.B.G./ plants
after the lease agreement,then the lease agreement will be transferred to the
customer/ investor, shows that the plan/ scheme always remains in the control

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of the Company. Further,the provision regarding non transferability of the

certificate indicates the total authority of the Company over the subject
J.B.G./plant.The above discussion makes it clear that the contribution,
investment and property, if any, pertaining to the schemes/plans were managed
by the Company. In view of the same, the investor does not have any day to day
control over the management and operation on the land. Such day to day
control over management and operations of such schemes were also looked
after by the Company and its directors.
i. From the above, it is noted that all the four conditions specified under Section
11AA(2) of the SEBI Act are satisfied in this case, the schemes/ plans promoted,
launched, carried on and operated by the Company are in the nature of CIS in
terms of Section 11AA(1). While proceeding further, I also place my reliance on
the observations of the Hon'ble Supreme Court, made in the matter ofPGF
Limited &Ors. Vs. Union of India &Anrs. (Civil Appeal No. 6572 of 2004):
42.
... .. as per the agreement between the customer and the PGF Limited, it is the responsibility of
the PGF Limited to carry out the developmental activity in the land and thereby the PGF
Limited undertook to manage the scheme/arrangement on behalf of the customers. Having
regard to the location of the lands sold in units to the customers, which are located in different
states while the customers are stated to be from different parts of the country it is well-neigh
possible for the customers to have day to day control over the management and operation of the
scheme/arrangement. In these circumstances, the conclusion of the Division Bench in holding
that the nature of activity of the PGF Limited under the guise of sale and development of
agricultural land did fall under the definition of collective investment scheme under Section 2(ba)
read along with Section 11AA of the SEBI Act was perfectly justified and hence, we do not
find any flaw in the said conclusion.
... ....
53. therefore, hold that Section 11AA of the SEBI Act is constitutionally valid. We also
hold that the activity of the sale and development of agricultural land squarely falls within
the definition of collective investment scheme under Section 2(ba) read along with Section 11AA
(ii) of the SEBI Act ...

6.

The Company has clearly failed to comply with theSection 12(1B) of the SEBI Act
which mandates that no person, shall sponsor or cause to be sponsored or carry on
or caused to be carried on any CIS unless it obtains a certificate of registration from
SEBI in accordance with the CIS Regulations.Regulation 3 of the CIS Regulations
provides that no person other than a Collective Investment Management Company
which has obtained a certificate under the said regulations shall carry on or sponsor
or launch a 'CIS'. A person can launch or sponsor or cause to sponsor a CIS only if it
is registered with SEBI as a Collective Investment Management Company.
Therefore, the launching/ floating/ sponsoring/ causing to sponsor any 'collective

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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. I note that
Sunshinelaunched CIS without obtaining certificate of registration from SEBI, it
contravened the provisions of Section 12(1B) of the SEBI Act and Regulation 3 of
the CIS Regulations.
7.

Further, in terms of the Regulation 4(2)(t) of the PFUTP Regulations, dealing in

securities shall be deemed to be a fraudulent or an unfair trade practice if it involves
fraud and includes illegal mobilization of funds by sponsoring or causing to be
sponsored or carrying on or causing to be carried on any collective investment
scheme by any person. Accordingly, it could be held that by mobilizing public funds
through CIS without obtaining registration from SEBI as required under Section
12(1B) of the SEBI Act read with Regulation 3 of the CIS Regulations, the Company
has contravened Regulation 4(2)(t) of the PFUTP Regulations and is liable for action.

8.

I note that the interim order was issued against the Company and its directors
namelyMr. Lekh Narayan Chand, Mr. Mokarram Mohammad, Mr. Mohammad
AhteshamulHaq, Mr. Anand Kumar Jha, Mr. Wasim Khan and Mr. Ashif Khan. As
per details available at 'MCA 21' portal of Ministry of Corporate Affairs (accessed on
August 31, 2015), following are the present directors of the Company:
DIN/DPIN Full Name

Designation Date of Appointment

00640432

LEKH NARAYAN CHAND

Director

01/06/2004

01040835

MOHAMMAD MOKARRAM

Director

01/06/2004

03103199

MOHAMMAD AHTESHAMUL HAQ Director

15/07/2011

06995817

MOHAMMAD FAISAL

Director

02/12/2014

06995819

BIBEKA NAND MANDAL

Director

02/12/2014

From the above, it is noted that Mr. Lekh Narayan Chand and Mr. Mokarram
Mohammadare directors of the Company from June 01, 2004andMr. Mohammad
AhteshamulHaqfrom July 15, 2011 and they continue to be the directors and are
responsible for carrying on unregistered CIS activities. Further, it is also noted that
Mr. Mohammad Faisal and Mr. BibekaNand Mandal have become the director
of the Company on December 02, 2014 (i.e. after the passing of the interim order) and
these persons continue to be the directors of the Company.
The details submitted by the Company vide its December 31, 2013, shows that the
noticee namely Mr. Anand Kumar Jha was appointed as director of the Company

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on October 15, 2005 and had resigned on July 16, 2011. Further, the noticees namely
Mr. Wasim Khan and Mr. Ashif Khanhad joined the Company on June 22,
2013and had resigned on December 02, 2014.
I note that the resignation by Mr. Anand Kumar Jha, Mr. Wasim Khan and Mr. Ashif
Khando not absolve these from the charges levied in the interim order as the
Company was incorporated on June 01, 2004 and since then it had mobilised funds
from the investors. Therefore, I have no hesitation in holding that Sunshine and its
directors namely Mr. Lekh Narayan Chand, Mr. Mokarram Mohammad, Mr.
Mohammad AhteshamulHaq, Mr. Anand Kumar Jha, Mr. Wasim Khan and Mr.
AshifKhanwere engaged in the illegal fund mobilising activity by floating/
sponsoring/ launching, unregistered/ unauthorised CIS, as defined in the Section
11AA of the SEBI Act.
9.

In view of the observations made in this Order, I, in exercise of the powers

conferred upon me under Section 19 of the Securities and Exchange Board of India
Act, 1992 and Sections 11(1), 11B and 11(4) thereof and Regulation 65 of the SEBI
(Collective Investment Schemes) Regulations, 1999, hereby issue the following
directions:
a. Sunshine Global AgroLimited[PAN: AAJCS2508K]and its directors, namley
Mr. Lekh Narayan Chand [PAN: AALPH6536K], Mr. Mokarram Mohammad
[PAN:

AJPPM9356A],

Mr.

Mohammad

AhteshamulHaq[PAN:

ACGPH4147P], Mr. Anand Kumar Jha [PAN: AEKPJ8257J], Mr. Wasim Khan
[PAN: CENPK6085G],Mr. Ashif Khan [PAN: BEMPK1322J],Mr. Mohammad
Faisal

[PAN: AAWPF1464H] and Mr. BibekaNand Mandal [PAN:

CNVPM6593E]shall abstain from collecting any money from the investors or

launch or carry out any Collective Investment Schemes including the scheme
which have been identified as a Collective Investment Scheme in this Order.
b. Sunshine Global AgroLimitedand its directors, namley Mr. Lekh Narayan
Chand, Mr. Mokarram Mohammad, Mr. Mohammad AhteshamulHaq,Mr.
Mohammad Faisal andMr. BibekaNand Mandalshall wind up the existing
Collective Investment Schemes and refund the moneycollected by the said
company under the schemes with returns which are due to its investors as per the
terms of offer within a period of three months from the date of this Order and

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thereafter within a period of fifteen days, submit a winding up and repayment

report to SEBI in accordance with the SEBI (Collective Investment Schemes)
Regulations, 1999, including the trail of funds claimed to be refunded, bank
account statements indicatingrefund to the investors and receipt from the investors
acknowledging such refunds.
c. Sunshine Global AgroLimitedand its directors, namley Mr. Lekh Narayan
Chand, Mr. Mokarram Mohammad, Mr. Mohammad AhteshamulHaq, Mr.
Mohammad Faisal andMr. BibekaNand Mandalshall not alienate or dispose
off or sell any of the assets of Sunshine Global AgroLimitedexcept for the
purpose of making refunds to its investors as directed above.
d. Sunshine Global AgroLimitedand its directors, namley Mr. Lekh Narayan
Chand, Mr. Mokarram Mohammad, Mr. Mohammad AhteshamulHaq, Mr.
Mohammad Faisal andMr. BibekaNand Mandaland past directors,Anand
Kumar Jha, Mr. Wasim Khan and Mr. Ashif Khanand are also directed to
provide a full inventory of all their assets and properties and details of all their
bank accounts, demat accounts and holdings of shares/securities, if held in
physical form.
e. Sunshine Global AgroLimitedand its directors, namley Mr. Lekh Narayan
Chand, Mr. Mokarram Mohammad, Mr. Mohammad AhteshamulHaq, Mr.
Anand Kumar Jha, Mr. Wasim Khan and Mr. Ashif Khanare restrained from
accessing the securities market and are prohibited from buying, selling or otherwise
dealing in securities market for a period of 4 years.
f. In the event of failure by Sunshine Global AgroLimitedand its directors,
namley Mr. Lekh Narayan Chand, Mr. Mokarram Mohammad, Mr.
Mohammad AhteshamulHaq, Mr. Anand Kumar Jha, Mr. Wasim Khan, Mr.
Ashif Khan,Mr. Mohammad Faisal andMr. BibekaNand Mandalto comply
with the above directions, the following actions shall follow:
- Sunshine Global AgroLimitedand its directors, namley Mr. Lekh
Narayan

Chand,

Mr.

Mokarram

Mohammad,

Mr.

Mohammad

AhteshamulHaq, Mr. Anand Kumar Jha, Mr. Wasim Khan and Mr. Ashif
Khanshall remain restrained from accessing the securities market and would
further be prohibited from buying, selling or otherwise dealing in securities,

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even after the period of 4 years of restraint imposed in paragraph 9(e) above,
till all the Collective Investment Schemes of Sunshine Global AgroLimitedare
wound up and all the monies mobilized through such schemes are refunded to
its investors with returns which are due to them.
- SEBI would initiate appropriate proceedings as against Mr. Mohammad Faisal
and Mr. BibekaNand Mandal for appropriate directions including directions
restraining them from accessing the securities market and prohibiting them
from dealing in securities.
- SEBI would make a reference to the State Government/ Local Police to
register a civil/ criminal case against Sunshine Global AgroLimited, its
promoters, directors and its managers/ persons in-charge of the business and its
schemes, for offences of fraud, cheating, criminal breach of trust and
misappropriation of public funds; and
- SEBI would make a reference to the Ministry of Corporate Affairs, to initiate
the process of winding up of the company, Sunshine Global AgroLimited.
- SEBI shall initiate attachment and recovery proceedings under the SEBI Act
and rules and regulations framed thereunder.
10.

This Order shall be without prejudice to the right of SEBI to initiate prosecution
proceedings under Section 24 and adjudication proceedings under Chapter VIA
of the Securities and Exchange Board of India Act, 1992 against Sunshine
Global AgroLimitedand its directors, namley Mr. Lekh Narayan Chand,
Mr. Mokarram Mohammad, Mr. Mohammad AhteshamulHaq, Mr. Anand
Kumar Jha, Mr. Wasim Khan, Mr. Ashif Khan,Mr. Mohammad Faisal
andMr. BibekaNand Mandal, including other persons who are in default, for
the violations as found in this Order.

11.

This order shall come into force with immediate effect.

12.

Copy of this Order shall be forwarded to the stock exchanges and depositories
for necessary action.

Date: November 09, 2015

Place: Mumbai

PRASHANT SARAN
WHOLE TIME MEMBER

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SECURITIES AND EXCHANGE BOARD OF INDIA

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