Final Order in the matter of Golden Heaven Agro Project India Limited

WTM/PS/164/ERO/FEB/2016 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under Sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In the matter of Golden Heaven Agro Project India Limited In respect of: 1. Golden Heaven Agro Project India Limited [PAN: AAECG6236F], 2. Mr. Pradip Kumar Bera [PAN: AHUPB3853F], 3. Mr. Gouranga Sundar Chakraborty [PAN: ATZPC0359C], 4. Mr. Kalidas Datta [PAN: ACOPD9805C], 5. Mr. Anukul Patra [PAN:ATEPP2709C], 6. Mr. Ashok Kumar Yadav [PAN: ABXPY7352F], 7. Mr. Avijit Chakraborty [PAN: AQSPC7029H], 8. Mr. Mrinal Kanti Paul [PAN: BIDPP6796G] and 9. Ms. Minu Chakrabarti [PAN: ATZPC0321Q] Date of Hearing: September 03, 2015 Appearances: For Noticees: Mr. Hitendra Nath Pramanik, Advocate Mr. Subhajit Das, Company Secretary For SEBI: Mr. Prashanta Mahapatra, General Manager, Mr. T. Vinay Rajneesh, Assistant General Manager, Mr. N. Murugan, Assistant General Manager, Ms. Nikki Agarwal, Assistant Manager. 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex-parte interim Order dated March 12, 2015 (hereinafter referred to as ‘the interim order’) had observed that the company, Golden Heaven Agro Project India Limited (hereinafter referred to as ‘Golden’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, through the Offer of Redeemable Preference

Shares (hereinafter referred to as ‘RPS’) and had allegedly violated the provisions of Sections 56, 60 (read with Section 2(36)), 67, 73 of the Companies Act, 1956. In order to protect the interest of investors and to ensure that only legitimate fund raising activities are carried on by the Company, SEBI had issued the following directions: “… … 19. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11(1), 11(4), 11A and 11B of the SEBI Act, 1992, hereby issue the following directions – i. GHAPIL shall forthwith cease to mobilize any fresh funds from investors through the offer of RPS or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. GHAPIL and its present Directors, viz. Shri Pradip Kumar Bera (DIN:05183653, PAN:AHUPB3853F), Shri Gouranga Sundar Chakraborty (DIN:05211483, PAN: ATZPC0359C), Shri Kalidas Datta (DIN:05302714, PAN:ACOPD9805C) and Shri Anukul Patra (DIN:06543925, PAN:ATEPP2709C); its past directors viz. Shri Ashok Kumar Yadav (DIN:05183644, PAN:ABXPY7352F), Shri Avijit Chakraborty (DIN:05183641, PAN:AQSPC7029H), Shri Mrinal Kanti Paul (DIN:05211517, PAN:BIDPP6796G) and Smt. Minu Chakrabarti (DIN:05211488, PAN: ATZPC0321Q) 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; iii.

GHAPIL and its abovementioned Directors, 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; iv. GHAPIL shall provide a full inventory of all its assets and properties; v. GHAPIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. GHAPIL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the offer of RPS, without prior permission from SEBI; vii. GHAPIL and its abovementioned Directors shall not divert any funds raised from public at large through the offer of RPS, which are kept in bank account(s) and/or in the custody of GHAPIL; viii. GHAPIL and its abovementioned Directors shall furnish complete and relevant information (as sought by SEBI vide letters dated July 10, 2014, July 14, 2014, August 08, 2014, August 25, 2014 and September 30, 2014) within 21 days from the date of receipt of this interim order cum show cause notice.

20. The above directions shall take effect immediately and shall be in force until further orders. …

22. This interim order cum show cause notice is without prejudice to the right of SEBI to take any other action that may be initiated against GHAPIL and its abovementioned Directors in accordance with law.” 2. The interim order observed that the prima facie observations made therein were on the basis of the correspondences exchanged between SEBI and Golden and its directors, information received from Economic Offences Investigation Cell, Finance Department, Government of West Bengal and the information/ documents obtained from the ‘MCA-21’ portal. The interim order advised the Company and its directors to file their replies within 21 days from the date of its receipt and also seek an opportunity of personal hearing.

3. The interim order was forwarded to the Company and its directors vide letters dated March 13, 2015. The interim order was delivered only to Mr. Kalidas Dutta and Mr. Mrinal Kanti Paul. All other letters had returned undelivered. Mr. Kalidas Dutta and Mr. Mrinal Kanti Paul vide letters dated April 07, 2015 and April 09, 2015, respectively replied to the interim order. Subsequently, SEBI granted an opportunity of personal hearing to the Company and its directors on September 03, 2015. The scheduled date was communicated vide SEBI letter dated July 28, 2015. The date of hearing was also communicated vide the public notice in the newspapers namely ‘Ananda Bazar Patrika’ and ‘Times of India’ both dated September 03, 2015. The Company and its directors were advised that in case they fail to appear for the personal hearing before SEBI on the aforesaid date, then the matter would be proceeded ex-parte on the basis of material available on record. On the date fixed, Mr. Hitendra Nath Pramanik, Advocate and Mr. Subhajit Das, Company Secretary appeared for Mr. Kalidas Dutta, who made oral submissions. For the Company and its other directors no one appeared for the personal hearing. No reply has been filed by these till date. Considering that reasonable opportunity to the Company and its directors had already been afforded for making submissions in the matter, I am inclined to proceed further with the matter, on the basis of material available on record.

4. Mr. Kalidas Dutta vide his letter dated April 07, 2015, replied as under to the interim order: a. He was never associated with the Company directly or indirectly, therefore, he is in complete dark about the operations and activities of it. He has been fraudulently shown as a director of the Company w.e.f. February 10, 2015 and his appointment was an act of forgery. b. He has intimated the same to the Registrar of Companies, Kolkata, along with all the documentary evidences.

Along with this letter, Mr. Kalidas Dutta has also enclosed a letter dated March 26, 2015 written by him to the Registrar of Companies, Kolkata, wherein he had requested the Registrar of Companies to initiate action against certain persons. I have perused the said letter, wherein he has written that: a. He with an objective to incorporate a new company had obtained a Director Identification Number (DIN), and he also had a Digital Signature Certificate (DSC) of his own. As he was unaware of the ‘MCA-21’ portal, the job of applying the name of the proposed company was entrusted to one Mr. Kalidas Biswas. On the advice of Mr. Kalidas Biswas, he had handed over all the papers and documents to him. He also had put signatures wherever required. b. Later, the idea of incorporating the new company was dropped, as the name applied for was unavailable. c. On March 16, 2015, he had received a correspondence from SEBI, wherein it was stated that he is one of the directors of Golden. He had no idea about the existence of any company and had not signed any consent letter to become a director of any company in any manner after obtaining DIN. d. His signatures on the form of ‘consent to act as a director of a company’ is false and forged. Further, the intimation of the resignation of one Mr. Ashok Kumar Yadav as certified by his digital signature and acknowledgment of the approval of such resignation are also forged.

e. His signatures have been cropped from some other documents, copied and pasted on all the attachments. All this was done by Mr. Kalidas Biswas who had acted in connivance with and under the influence of Mr. Ashok Kumar Yadav.

5. Mr. Mrinal Kanti Paul vide his letter dated April 09, 2015, replied to the interim order. The submissions were as under: a. He was one of the directors of the Company. Upon starting the business, the Company had raised funds from the public, without taking approval from the board of directors. b. All the decisions were taken by Mr. Gouranga Sundar Chakraborty (who was known as C.M.D.) and Mr. Pradip Kumar Bera (who was known as M.D.). He also submitted that no permission was taken from the legal authorities to issue debentures or shares to the public. c. He had resigned from the Company on June 2012.

6. I have considered the interim order and the material available on record. The following are the observations from the interim order: “… i. GHAPIL (CIN:U01403WB2012PLC173945) was incorporated on February 11, 2012 with the RoC, Kolkata having its registered office at 72/1, Station Road, Mitra Compound, Midnapore, West Bengal- 721101. ii. The directors of GHAPIL are Shri Pradip Kumar Bera, Shri Gouranga Sundar Chakrabarty, Shri Kalidas Datta and Shri Anukul Patra. Shri Ashok Kumar Yadav, Shri Avijit Chakraborty, Shri Mrinal Kanti Paul and Smt. Minu Chakrabarti who were earlier directors in GHAPIL; have since resigned. iii. It is observed from the copy of the brochure cum application form forwarded by EOIC vide their letter September 18, 2014 that GHAPIL came out with an offer of RPS amounting to Rs. 90,00,000/- on February 15, 2012. It is also mentioned that GHAPIL was making the offer of RPS of face value Rs.100/- each on a private placement basis inter alia under the following terms and conditions: Term Deposit Scheme PLAN GHF 2 GHF3.3 GHF4.6 GHF7.3 GFH9.3 GHF11.9 GHF13.9 Issue Price 1000/- 1000/- 1000/- 1000/- 1000/- 1000/- 1000/- Adjustment 250 600 1,000 2,000 4,000 7,000 9,000 Amount Maturity 1,250.00 1,600.00 2,000.00 3,000.00 5,000.00 8,000.00 10,000.00 Value MRS System

PLAN GH-2 GH-3.3 GH-4.6 GH-7.3 GH-9.3 GH-11.9 GH-13.9 Minimum 20,000/- 20,000/- 20,000/- 20,000/- 20,000/- 20,000/ 20,000/- Deposit Benefit per 132.00 212.00 272.00 312.00 320.00 368.00 416.00 month Return 20,400.00 20,800.00 22,000.00 23,200.00 23,400.00 23,800.00 24,800.00 Amount iv. The complaint forwarded by EOIC vide letter dated September 18, 2014 includes a list of 53 investors. The amount mobilized by GHAPIL as per the said list of 53 investors aggregates to approximately Rs. 41,25,500/- (amount invested against one of the investors is not legible). EOIC also forwarded the copies of certificates of RPS issued to 9 investors. Names of these investors are mentioned in the list of 53 investors forwarded by EOIC. It is observed from these copies of certificates of RPS that RPS were issued by GHAPIL during FY 2011-12 and 2012-13. …” 7. I note that the Company has not replied to the interim order. The interim order has alleged that the Company had issued and allotted RPS during the financial years 2011- 12 and 2012-13. I note that the Company had come out with an offer of RPS amounting to ₹90,00,000 on February 15, 2012 and the face value of the RPS was ₹100 each. From the details as forwarded by the Economic Offences Investigation Cell, it is noted that the RPSs were issued to atleast 53 investors and from these investors the Company had collected an amount aggregating to ₹41,25,500. I note that the letter issued by SEBI seeking details of the RPS issue from the Company had also returned undelivered. Further, the directors of the Company have also failed to submit any details. Such details are also not available at the ‘MCA-21’ portal. However, the matter is being proceeded further as the Company is found to have offered and allotted RPSs during the relevant financial years to more than 49 persons.

8. In order to ascertain whether an issue of securities is a ‘public issue’ or done on ‘private placement’, it is necessary to make a reference to Section 67(3) of the Companies Act, 1956, which reads as under: “67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner.

(2) ... (3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” In terms of Section 67(3), as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, no offer or invitation shall be treated as made to the public by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can properly be regarded, in all circumstances - (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation.

In terms of the first proviso to the aforesaid section, the provisions of Section 67(3) shall not apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. Therefore, the number of subscribers becomes relevant to conclude whether an issue of shares are for public or on a private placement basis. In view of the same, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue. I now place my reliance on the order of Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others Vs. SEBI and another (Civil Appeal Nos. 9813 and 9833 of 2011; decided on August 31, 2012) (‘the Sahara case’) had inter alia held that - “Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the “section of the public”.

Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or otherwise as being a domestic concern of the persons making and receiving the offer or invitations. Section 67(3) is, therefore, an exception to Sections 67(1) and (2). If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. … Resultantly, if an offer of securities is made to fifty or more persons, it would be deemed to be a public issue, even if it is of domestic concern or proved that the shares or debentures are not available for subscription or purchase by persons other than those received the offer or invitation. … I may, therefore, indicate, subject to what has been stated above, in India that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …” 9. Considering the number of persons from whom monies were mobilised by the Company by issuing RPSs, which is definitely more than 49 persons, it can be concluded that the Company had made a public issue of RPSs (in terms of the first proviso to Section 67(3) of the Companies Act, 1956) where the ‘offer’ or ‘invitation to subscribe for shares or debentures’ when is made to fifty persons or more, then it has to be construed as a public offer.

10. By making a public issue of RPS, as discussed above, the Company was mandated to comply with all the legal provisions that govern and regulate public issue of such securities, including the Companies Act, 1956 and the SEBI Act and regulations. In this context, I refer and rely on the below mentioned observation made by the Hon'ble Supreme Court of India in the matter of Sahara case: “... ... that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …” 11. In view of the above observations, by virtue of Section 55A (a) and (b), SEBI has jurisdiction and would govern the issue of RPS as the same was clearly made to more than 49 persons. As alleged in the interim order, the Company was mandated to comply with the provisions of Sections 56, 60, 67 and 73 of the Companies Act, 1956, in respect of its offer and issue of RPS. In terms of Section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per Section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Section 2(36) of the Companies Act read with Section 60 thereof, mandates a company to register its ‘prospectus’ with the RoC, before making a public offer/ issuing the ‘prospectus’.

12. The interim order has alleged that the Company has failed to comply with Section 73 of the Companies Act, 1956, in respect of its issuance of RPS. By issuing RPS to more than 49 persons, the Company had to compulsorily list such securities in compliance with Section 73(1) of the Companies Act, 1956. As per Section 73(1) of the Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. There is no material on record to say that the Company has filed an application with a recognised stock exchange to enable the RPS to be dealt with in such exchange. Therefore, the Company has failed to comply with this requirement.

13. Section 73(2) of the Companies Act, 1956 states that "Where the permission has not been applied under subsection (1) or such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent, as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". As the Company failed to make an application for listing such RPS, the Company had to forthwith repay such money collected from investors. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director of the Company, will jointly and severally be liable to repay with interest at such rate. There is no material on record to say that the Company has complied with the provisions of Section 73(3).

14. Liability of Directors: The interim order was issued against the directors of the Company namely Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty, Mr. Kalidas Datta, Mr. Anukul Patra, Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti. a. The details of their appointment and resignations are as under: Name Date of Appointment Date of Cession Mr. Pradip Kumar Bera 11/02/2012 Continuing as director Mr. Gouranga Sundar Chakraborty 27/02/2012 Continuing as director Mr. Kalidas Datta 10/02/2015 Continuing as director Mr. Anukul Patra 10/02/2015 Continuing as director Mr. Ashok Kumar Yadav 11/02/2012 10/02/2015 Mr. Avijit Chakraborty 11/02/2012 10/04/2013 Mr. Mrinal Kanti Paul 27/02/2012 25/07/2012 Ms. Minu Chakrabarti 27/02/2012 10/04/2013 b. I note that the Company had offered and issued RPSs in the financial years 2011-12 and continued with its money mobilization activity till the financial year 2012-13. Section 56 of the Companies Act, 1956 imposes the liability for the compliance, on the company, every director, and persons responsible for the issuance of the prospectus. The liability of the Company to repay under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act, is continuing and the same continues till all the repayments are made to the investors/ public. Therefore, the directors who were present during the period when the Company had made the offer and allotted RPS shall be liable for violation of Sections 56, 60 and 73 of the Companies Act, 1956 including the default in making refunds as mandated therein. As the liability to make repayments under Section 73(2) of the Companies Act read with Section 27 of the SEBI Act is a continuing liability, the persons who joined the Company’s Board pursuant to the offer and allotment of RPS shall also be liable if the Company and the concerned directors have failed to make refunds, as mandated under the discussed provisions of law.

c. From the table above, it is noted that the directors Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty, Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti were the directors of the Company at the time of impugned issues and allotment of RPSs and were responsible for the affairs of the Company, at the relevant point of time. Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti had resigned from the Company on February 10, 2015, April 10, 2013, July 25, 2012 and April 10, 2013 respectively but Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty are continuing as directors of the Company.

Mr. Mrinal Kanti Paul in his reply dated April 09, 2015, has submitted that upon starting business the Company had raised funds from the public and all the decisions in the Company were being taken by Mr. Gouranga Sundar Chakraborty and Mr. Pradip Kumar Bera. He also submitted that he had resigned from the Company in June 2012. From the available records, I note that he was the director of the Company during the period of allotment of RPSs. In this regard, I also place reliance on the order of Hon’ble High Court of Madras in the matter of Madhavan Nambiar Vs. Registrar of Companies [2002 108 Comp Cas 1 Mad] wherein it was observed that “In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal. So also the treatment for such violations as stipulated in the Companies Act, 1956.”.

In view of the same, it can be concluded that the directors namely Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty, Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti are liable, jointly and severally, for making refunds along with interest to the investors as mandated under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act.

d. It is noted that Mr. Kalidas Datta and Mr. Anukul Patra both became the directors of the Company on February 10, 2015 i.e. after the last available year of impugned offer of RPS. These persons are the present directors of the Company. One of these directors namely Mr. Kalidas Datta in his reply dated April 07, 2015, has submitted that he was never associated with the Company and has been fraudulently shown as a director of the Company w.e.f. February 10, 2015. He has also alleged that his appointment in the Company was an act of forgery. He has intimated the same to the Registrar of Companies, Kolkata, along with all the documentary evidences.

I note that Mr. Kalidas Datta has made allegations against one Kalidas Biswas and Mr. Ashok Kumar Yadav/ the Company. However, he has not informed of any action taken by him in this regard, except for forwarding a letter to the Registrar of Companies, Kolkata after issuance of the interim order. I note that as per the MCA website/ Registrar of Companies records, Mr. Kalidas Datta is one of the present directors of the Company. I am therefore, inclined to take a view based on the documents available at ‘MCA-21’ portal. However, Mr. Kalidas Datta is at liberty to take appropriate steps against the alleged forgery of signature and retention of his name as the director in the Company at an appropriate forum. Further, he has made a bland assertion of being a victim of forgery and cheating but has not offered any supporting evidence. I have no hesitation in holding him responsible for the acts of omission and commission in the capacity of director of the Company.

Having considered the above, it is noted that Mr. Kalidas Datta and Mr. Anukul Patra have not exercised necessary diligence after becoming the directors in the Company. The inaction by these against the previous management (for violating the public issue norms as stipulated under the Companies Act, 1956), even after the receipt of the interim order, leads one to conclude on a possible collusion with the Company and its management.

I note that Mr. Kalidas Datta and Mr. Anukul Patra have not reported the violations committed by the Company. As discussed earlier, the liability to refund is continuous liability and would be discharged only when the repayments are done. Mr. Kalidas Datta and Mr. Anukul Patra did not take any steps to remedy the violations committed. Accordingly, I hold these persons responsible for the same.

15. I note that the Company and its directors namely Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty, Mr. Kalidas Datta, Mr. Anukul Patra, Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti were required to provide full inventory of the assets and properties within 21 days from the date of receipt of interim order. However, no such details have been filed till date.

16. In view of the discussion above, appropriate action in accordance with law needs to be initiated against the Company and the directors/ promoters in charge of the affairs of the Company during the relevant period.

17. Therefore, I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 read with Sections 11 and 11B thereof hereby issue the following directions:

a. The Company, Golden Heaven Agro Project India Limited [PAN: AAECG6236F], Mr. Pradip Kumar Bera [PAN: AHUPB3853F], Mr. Gouranga Sundar Chakraborty [PAN: ATZPC0359C], Mr. Kalidas Datta [PAN: ACOPD9805C], Mr. Anukul Patra [PAN: ATEPP2709C], Mr. Ashok Kumar Yadav [PAN: ABXPY7352F], Mr. Avijit Chakraborty [PAN: AQSPC7029H], Mr. Mrinal Kanti Paul [PAN: BIDPP6796G] and Ms. Minu Chakrabarti [PAN: ATZPC0321Q] jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Redeemable Preference Shares (which have been found to be issued in contravention of the public issue norms stipulated under the Companies Act, 1956), to the investors including the money collected from investors, till date, pending allotment of RPS, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.

b. The repayments to investors shall be effected only in cash through Bank Demand Draft or Pay Order.

c. The Company/ its present management are permitted to sell the assets of the Company only for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalised Bank.

d. The Company/ its present management shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily with wide circulation, detailing the modalities for refund, including details on contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect.

e. After completing the aforesaid repayments, the Company shall file a certificate of such completion with SEBI, within a period of three months from the date of this Order, from two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. For the purpose of this Order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India (‘ICAI’).

f. In case of failure of the Company, Golden Heaven Agro Project India Limited, its directors including Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty, Mr. Kalidas Datta, Mr. Anukul Patra, Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti in complying with the aforesaid directions, SEBI, on expiry of three months from the date of this Order, - i. shall recover such amounts in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/ directors and the persons/ officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, 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 iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.

g. The Company namely Golden Heaven Agro Project India Limited is directed not to, directly or indirectly, access the capital market by issuing prospectus, offer document or advertisement soliciting money from the public and is further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order till the expiry of four (4) years from the date of completion of refunds to investors, made to the satisfaction of SEBI, as directed above.

h. The directors of the Company namely Mr. Pradip Kumar Bera, Mr. Gouranga Sundar Chakraborty, Mr. Kalidas Datta, Mr. Anukul Patra, Mr. Ashok Kumar Yadav, Mr. Avijit Chakraborty, Mr. Mrinal Kanti Paul and Ms. Minu Chakrabarti are restrained from accessing the securities market and are further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, with immediate effect. They are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, with immediate effect. This restraint shall continue to be in force for a further period of four (4) years on completion of the repayments, as directed above.

i. The above directions shall come into force with immediate effect.

18. This Order is without prejudice to any action, including adjudication and prosecution proceedings, that might be taken by SEBI in respect of the above violations committed by the Company, its promoters, directors and other key persons.

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

20. A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/ concerned Registrar of Companies, for their information and necessary action with respect to the directions/ restraint imposed above against the Company and the individuals.

DATE : February 23rd, 2016 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA