Interim Order in the case of RBN Infrastructure India Ltd.

WTM/SR/CIS/WRO-ILO/ 29 / 02/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER ORDER Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 read with Regulations 65 of the Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999 against RBN Infrastructure India Limited (PAN- AAECR3617H) and its promoters/directors Mr. Ranveer Singh Baghel (PAN:AMPPB4342K), Mr. Ram Niwas Pal (PAN: AJJPP5891L), Mr. Ashok Kumar Pal (PAN: AIQPP5338L), Mr. Ram Rup Baghel (PAN AJSPB4005D), Mr. Anil Kumar Baghel (PAN; AVAPB4134D), Mr. Ram Niwas Baghel and Mr. Sarvesh Singh Baghel.

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") received a letter dated September 21, 2012 from the Department of Financial Services, Ministry of Finance enclosing an Order dated July 13, 2012 passed by the Hon’ble High Court of Madhya Pradesh (Gwalior Bench), in the matter of Dharmvir Singh and Anr. Vs. Union of India & Ors. [Writ petition No. 3332 of 2010 (PIL)]. From the aforesaid order, it was observed that – i. The Petitioners therein had filed a Public Interest Litigation (hereinafter referred to as "PIL") against various companies including M/s RBN Real estate and Allied India Ltd. alleging that thousands of persons of various districts in the State of Madhya Pradesh had been cheated by these companies, under the garb of various schemes, which used to collect deposits from the persons with a promise to pay the money back with higher return of interest from 15%-20%.

ii. The Hon‟ble High Court vide order dated July 5, 2011, directed the Central Bureau of Investigation (hereinafter referred to as "CBI") to, conduct the preliminary investigation regarding the activities of such companies and file a Status Report. As per the aforesaid directions of the Hon'ble Court, CBI filed its final "Status Report" before the Hon'ble Court on January 13, 2012.

iii. The Hon'ble Court, vide the said Order dated July 13, 2012, inter alia directed that copy of the said Order be forwarded to the various authorities including SEBI to take appropriate action in accordance with law.

iv. The Hon'ble High Court, also advised the authorities to consider the aforesaid Report filed by CBI in respect of the activities of the companies including RBN Infrastructure.

2. Subsequently, CBI, vide letter dated October 23, 2013, forwarded a copy of the aforesaid "Status Report" filed by them before the Hon'ble High Court of Madhya Pradesh, to SEBI. The important findings/observations of the CBI in respect of M/s RBN Real estate and Allied India Ltd. were as under:  " The company was found to be registered with ROC, Kanpur at the address MIG F-845, Gujaini, Kanpur (U.P.). Shri. Laxmi Narayan Dixit, was the Chairman of the company. He informed that the company was initially registered with ROC, Gwalior vide Registration no. U70102 MP 2009 PLC021573 [as M/s RBN Infrastructures India Ltd.] but later on a fresh certificate was also applied in the name of M/s RBN Real Estate and Allied India Ltd. with ROC, Kanpur, using the residential address of Shri Laxmi Narayan Dixit as registered address of the company.  Shri Dixit submitted that he and his wife were made directors of the company in March 2010 and later he was made the Chairman. The other directors at that time were Shri. Mahendra Pal and his wife Smt. Kusum Lata Pal. The branch of the company at Kanpur could not be made fully operational due to requirements of heavy investments.

He also told that the business of the company was also running at Bina, Bhopal, Gwalior and other cities of MP and UP.  On examination of the complaints received against M/s RBN Real Estate and Allied India Ltd. it was revealed that Shri.Mahendra Singh Pal had initially opened the company RBN Infrastructure Ltd. at Gwalior with one of his relative Shri RR Pal. He was handling the affairs of this company. Initially, the policies were issued to the investors from this company but later on a new company in the name of RBN Real Estate and Allied India Ltd. was opened by Shri.Mahendra Pal along with ShriLaxmi Narayan Dixit with the registered office at Kanpur and the deposits against both the companies were received against receipt of RBN Real Estate and Allied Ltd.  It was also revealed there was no land available with either of the above named companies (i.e. M/s RBN Infrastructure India Ltd. or M/s RBN Real Estate and Allied India Ltd.)and the examination of the complaints/ investors have revealed that they were only assuring of a good rate of return against the deposits made by them.

No one was even aware that the company will be selling land/ plots to them against their investment. Even the agents of the company were not aware that deposits they are bringing to the company are against the sale of land by the company to the customer/ investor.

 It has revealed that the company was being managed by Shri. Mahinder Singh Pal, Shri RR Pal, Shri. Kamlesh Pal and Shri.Laxmi Narain Dixit. The first three could not be traced during the course of enquiry and were reported to have left Gwalior. The directors of the company have not refunded any amounts to the customers and have misappropriated the entire deposits".

3. While the preliminary inquiry in the matter was in progress, SEBI received a complaint in respect of fund mobilization from general public by M/s RBN Infrastructure India Ltd. (hereinafter referred to as "RBN Infrastructures"/the company) on December 19, 2013. The complainants provided the following documents in support of their contention:

 A brochure issued by the company containing details of various plans,  A booklet issued by the company containing details of various schemes offered and promotion target for various rank of agents,  Copy of blank application form for agents.

4. Pursuant to this, SEBI examined the details of the company on the MCA Website. Based on the information/details of the company available at the MCA website, including the details regarding the registered office of the company and details of its directors/promoters/share holders, SEBI vide letter dated February 14, 2014, inter alia sought the following information from RBN Infrastructure, in relation to their alleged mobilization of funds:

i. Memorandum and articles of Associations (MoA and AoA) of the Company as filed with the Registrar of Companies (RoC). ii. Details of the past and present directors of RBN Infrastructure including name, address, PAN and contact details ( Email/fax/contact no); iii. Brochures pertaining to the schemes/plans which were made available to the public by the company; iv. Copies of application forms that are required to be submitted by investors to participate in the schemes; v. Sample copies of the registration letter and allotment letter issued to the investors who subscribe to the schemes; vi. Sample copies of the agreement letter/contract required to be entered into by investor under the schemes;

vii. Details of all the schemes/ offers which were made available to the public, viii. Details of the scheme-wise amount mobilized by RBN Infrastructure till date along with the number of investors under the schemes; ix. Name & addresses of the all investors who invested their money with the company. x. List of the all branches with their address. xi. Certified copy of audited financial statement for the FY 2010-11, 2011-12 and 2012-13 and copy of detailed trial balance from April 2013 till date. xii. Copy of Income Tax Return filed by the company for financial year 2010-11 till date. xiii. Details of any other similar scheme(s), if any, floated by the company or the group/associates company or companies in which the directors are also directors.

4.1 Copies of the documents (mentioned in Paragraph No. 3 above) provided by the complainant were also forwarded to the company along with the said letter. The copies of the aforesaid letter along with the enclosures were also forwarded to the directors of RBN Infrastructure. The letter sent to the company at its Delhi address was duly acknowledged. However, the letters to the company at its Gwalior address (registered office) as well to one of the directors, were returned undelivered.

4.2 In view of non –receipt of any reply from the company or its directors, another reminder letter was sent to the company and its directors on July 14, 2014. It is noted from the track–sheet of Post Office that the letter sent to one of the directors of the company, viz. Mr. Ashok Kumar Pal was duly delivered. The letters sent at the Gwalior address as well as Delhi address of the company got returned undelivered.

4.3 A final opportunity was given to the company & its directors for submission of information, vide letter dated July 30, 2014, indicating that the information is called u/s 11(2)(i) of SEBI Act, 1992 and in case of non-compliance of the provisions of SEBI Act, appropriate enforcement action shall be initiated.

4.4 On August 11, 2014, Mr. Ashok Kumar Pal visited SEBI office and acknowledged the receipt of the previous letters of SEBI dated February 14, 2014 and July 14, 2014. He assured that desired details shall be provided by August 18, 2014. On August 19, 2014, a letter was received from the company, wherein the following details were provided: - i. List of past & present directors, ii. An affidavit dated August 17, 2014 by Mr. Ram Niwas Pal, director of RBN Infrastructure stating that there is no relationship between RBN Infrastructure and M/s RBN Real Estate & Allied India Ltd., iii. MoA, AoA and the Certificate of incorporation and commencement of business certificate issued by ROC to the company, iv. Certificate from IRDA dated January 23, 2010 authorizing the company to act as corporate agent for 3 years for procuring or soliciting insurance business of one life insurer. The certificate was issued by SBI Life Insurance Co. Ltd., v. Balance-sheets for financial year 2009-10 to 2012-13, vi. Income Tax returns for financial year 2009-10 to 2012-13.

4.5 In respect of the remaining information/documents such as, copies of application forms, agreement/contract, registration letter, allotment letter, brochure, etc., details of scheme-wise list of investors, etc., the company stated that the same would be provided shortly. However, the same has not been received till date.

4.6 On perusal of the aforesaid information/material furnished by the company, it was observed that the balance sheets of the company as at March 31, 2012 and March 31, 2013 were ostensibly certified by the Auditors, viz. Gaurav Ashok Jain & Associates, Chartered Accountants. On our asking them to confirm that they had indeed audited the books of account, they, vide letter dated August 22, 2014, denied having audited the books of account of the company.

5. The material available on record such as, correspondence exchanged between SEBI and RBN Infrastructure along with the documents contained therein; the submissions made by RBN Infrastructure; the complaints received by SEBI along with the documents contained therein, Report filed by CBI etc. have been perused. The issue for determination in the instant matter is whether the mobilization of funds by RBN Infrastructure is a „collective investment scheme‟ in accordance with Section 11AA of the SEBI Act, 1992 (hereinafter referred to as "SEBI Act").

5.1 On an examination of the aforesaid material available on record, it is prima facie observed that:

i. RBN Infrastructure India Ltd. (CIN: U70102MP2009PLC021573) was incorporated on January 30, 2009. The Registered Office of the company is at : 204, 4th Floor, Nandini Apartment, Mall Road, Morar, Gwalior, Madhya Pradesh : 474006.

ii. The present directors of the company are, Mr. Ranveer Singh Baghel, Mr. Ram Niwas Pal, and Mr. Ashok Kumar Pal. Past directors of the company are Mr. Ram Rup Baghel, residing at 25, Tyagi Nagar, Morar, Gwalior, M.P. 474006; Mr. Anil Kumar Baghel, residing at Ashok Nagar, Ater Road, Bhind, M.P. 477001, Mr. Ram Niwas Baghel residing at Sanjay Colony, 5th BN Road, Morena, M.P-476001 and Mr. Sarvesh Singh Baghel residing at Vill. Niwari, PO, Kharka.

iii. As per the memorandum of association of RBN Infrastructure, the main objective of the company is "to manage, undertake, carry on and engaged in the business of development of industrial area, technology park, agro processing zones...".

iv. It is observed from the "brochure" issued by RBN Infrastructure (furnished by the complainant), that the company collects money from the public through its various payment plans for the scheme of "Development and maintenance of land". RBN Infrastructure allots land/plots in the form of units to the "customers"/investors. The "customer"/investor has the option to develop and maintain the land through the company.

v. The various plans offered by the company are broadly divided into,  Regular Installment Plan, (8 different plans-period ranging between 5 -7 years)  Monthly Installment Plan, (one plan for 6 years) and  Lump Sum payment plan, (5 different plans-period ranging between 3-17 years)

A sample table of "Regular Installment Plan" and "Lump Sum Payment Plan" is given below:-

Regular Installment Payment Plan No. A-5 (5 years)

Unit Consideration Installments Estimated Realizable Accidental value Monthly Qtrly. Hly. Yearly Value Benefit 60 6000 100 295 585 1150 8600 9000 120 12000 200 590 1170 2300 17200 18000 180 18000 300 885 1755 3450 25800 27000 240 24000 400 1180 2340 4600 34400 36000 300 30000 500 1475 2925 5750 43000 45000 600 60000 1000 2950 5850 11500 86000 90000

Lump-sum Payment Plan No. B-11 A (17 years)

Unit Consideration Value Estimated Realizable Value Accidental Benefit 50 5000 37000 7500 100 10000 74000 15000 150 15000 111000 22500 200 20000 148000 30000 250 25000 185000 37500 500 50000 370000 75000 vi. The “customers'/investors who are interested in the aforesaid scheme of RBN Infrastructure are made to execute an agreement with the company. It is noted that the company has not furnished the copies of agreement in respect of scheme offered by the company, as sought by SEBI vide letter dated February 14, 2014.

vii. From the "Pamphlet" provided by the complainant, following clauses are noted:  The company allots plot/plots of land in the form of units to the applicant.  The applicants have an option that they may make development and maintenance of the plot/plots of land through the company. For this purpose each applicant has to make an agreement with the company.  ..at the end of the term the ownership of land, may be transferred in the name of the applicant.

Right to Ownership  The land shall be allotted in the name of customer in the case of lump sum payment plan, (within 20 months) in the case of regular payment plan (within 90 days) after the receipt of 50% of the total amount of installment.  Any installment amount will not be lapsed"

viii. It is noted from the "brochure" furnished by the complainant that the company is having branches in Uttar Pradesh, Gujarat, Punjab, Chhattisgarh, Maharashtra, Tamil Nadu, Delhi and 32 districts of Madhya Pradesh. The brochure also provides the telephone number of these branches. It further mentions that branches are also being opened in 15 districts in the states of Madhya Pradesh, Rajasthan, Uttar Pradesh, Tamil Nadu, West Bengal, Chattisgarh.

ix. The company has not provided the relevant documents viz. the allotment letter, the details of the "customers"/investors of the scheme, scheme-wise amount mobilized, etc. It is also noted that the company failed to provide its comments in respect of the aforesaid documents, viz. the "Pamphlet" and the "brochure" (furnished by the complainant to SEBI), forwarded to the company.

x. On analyzing the balance-sheets and P&L Account of RBN Infrastructure, the following facts are observed: a) In the note on accounts as on March 31, 2010, the auditor has observed at point-B(5), “Company is carrying on business of Real Estate and taken money from public as advance against plot booking and used this advance for purchasing land, site construction work & purchased fixed assets etc. as explained to us by the management of the company.” Similarly, in note on accounts as on March 31, 2011, the auditor has observed at point B(4) “Company is carrying on business of Real Estate and taken money from public as advance against plot booking and invest that in purchasing fixed assets, land, site construction work and some advances given to parties for purchasing stock etc.”

b) As per the balance sheet, the current liabilities/trade payable were as below  As on March 31, 2010 is `33,09,655/-  As on March 31, 2011 is `96,75,412/-  As on March 31, 2012 is `89,35,235/-  As on March 31, 2013 is `45,20,200/- c) The balance sheet as on March 31, 2010 as well as March 31, 2011, clearly says that the amount of current liabilities is towards "Advance against Plot Booking". In the absence of any other details, in respect of the amounts mentioned as current liabilities/trade payable, for the year ended on March 31, 2012 and 2013, it can be presumed that the said amounts are towards "Advance against Plot Booking" collected from investors.

d) As per the P &L Account, the commission paid by the company are as follows:

 `14,73,117/- for the year ended on March 31, 2011,  `18,59,170/- for the year ended on March 31, 2012  `19,50,220/- for the year ended on March 31, 2013 e) In view of the aforesaid details, it is noted that the company has paid a total of `52,82,507/-during the 3 years period ending 2012-2013 as commission for promoting their scheme. The total advances taken from the investors by the company, as on March 31, 2013 is `45,20,200/-and the amount expended as commission as on Marche 31, 2013 is `19,50,220/- (43.14%). This clearly indicates that a significant portion of the amount collected from the customers/investors is being expended as commission.

f) It is further observed that the balance sheets of the company as on March 31, 2012 and March 31, 2013, furnished by RBN Infrastructure vide letter dated August 19, 2014 have ostensibly been audited by the auditors, viz. Gaurav Ashok Jain & Associates, Chartered Accountants. On our asking them to confirm that they had indeed audited the books of account, they, vide letter dated August 22,2 014, denied having audited the books of account of the company. This raises serious doubt about the authenticity of the documents furnished by the company.

6. The aforementioned features of the so-called "development and maintenance of land” offered by RBN Infrastructure have to be considered in light 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 follows:

“(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.”

6.1 In the context of the abovementioned Section 11AA of the SEBI Act, the “Scheme” offered by RBN Infrastructure is examined as under:

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.

As noted from the "brochure", and the "Pamphlet" issued by the company (provided by the complainant), it is evident that the company is collecting funds from general public towards its scheme for the " Development and maintenance of land/plots" through various plans as detailed in Paragraph No 5.1 (v) above. It is observed from the balance sheet of RBN Infrastructure that funds received from investors are pooled together as "Advance for plot booking". As per the Pamphlet issued by the company, " The land shall be allotted in the name of customer in the case of lump sum payment plan, (within 20 months) in the case of regular payment plan (within 90 days) after the receipt of 50% of the total amount of installment. None of the documents specify any time period within which the land/plot is to be transferred, by way of a sale deed, to the "customer"/investor. An "estimated realizable value"/profit is mentioned against each payment options in the various plans offered by the company. The "brochure"/booklet of the company does not show that funds are towards any particular land project. This indicates that the so-called " plot booking " is mere ruse created to show that the company is doing land transactions. In view of the aforesaid, it is clear that the instant 'scheme' satisfies the first condition of "pooling of contribution or payments", stipulated in Section 11AA(2)(i) of the SEBI Act.

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.

The details of the various plans offered by RBN Infrastructure indicate an amount as "estimated realizable value"/profit and accidental benefit. For instance, as per the brochure/ booklet issued by the company, a "customer"/investor opting for "Plan B-11A (17 years) " (Lump-sum payment plan), where the " Consideration Value" is mentioned as `5,000/-the investor is entitled to an "estimated realizable value" of `37,000/- after the term period of 17 years, i.e. he/she is entitled to an amount of `32,000/- as profit/return. The accidental benefit offered for the said plan is `7500/-In view of above, it is apparent that contributions of the "customers"/investors (whether by installments or lump sum payment) are made to such scheme or arrangement with a view to receive the "estimated realizable value", which includes a stipulated return/profit. I therefore, find that the instant scheme satisfies the second condition stipulated in Section 11AA(2)(ii) of the SEBI Act.

iii. The property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors and iv. The investors do not have day-to-day control over the management and operation of the scheme or arrangement

It is apparent from brochure that contributions by "customers"/investors (whether by instalment or lump sum payment) are given to the company who in turn manages these funds on behalf of investors during agreed term of plan. It is mentioned in the brochure that land shall be allotted in the name of the "customer"/investor in the case of lump sum payment plan (within 270 days) and in case of regular payment plan (within 90 days) after the receipt of 50% of the total amount of instalments. Apparently, during the period the same is managed by the company for investors. There is no clause in the brochure which indicates any manner of participation by investors in the management of the company. The investor is merely assured of payment of "estimated realizable value" at the end of term. From the above, it is clear that the control over the management and operation of funds collected for developing plots acquired in accordance with the scheme vest entirely with the company. In the facts and circumstances as mentioned above, the only reasonable conclusion that can be drawn is that contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed by RBN Infrastructure, on behalf of the investors and the investors do not have day-to-day control over the management and operation of the scheme or arrangement. In view of the above, I find that the instant 'Scheme'/Plan satisfies the third and fourth conditions stipulated in Section 11AA(2) (iii) & (iv) of the SEBI Act, 1992.

7. The Hon'ble Supreme Court of India in P.G.F Limited & Ors. vs. UOI & Anr. (MANU/SC/0247/2013) (hereinafter referred to as "PGFL Case"), while analyzing the scope of sub-section (2) of section 11AA, held that: "..sub-section (2) of Section 11 AA, which defines a collective investment scheme disclose that it is not restricted to any particular commercial activity such as in a shop or any other commercial establishment or even agricultural operation or transportation or shipping or entertainment industry etc. The definition only seeks to ascertain and identify any scheme or arrangement, irrespective of the nature of business, which attracts investors to invest their funds at the instance of someone else who comes forward to promote such scheme or arrangement in any field and such scheme or arrangement provides for the various consequences to result there from."

8. I find that the scheme offered by RBN Infrastructure in the name of real estate business is nothing but a smokescreen for its fund mobilizing activity with a resultant promise of returns, which prima facie satisfies all four conditions of Section 11AA of the SEBI Act. I, therefore, find that the RBN Infrastructure India Ltd. is engaged in fund mobilizing activity from public through such 'collective investment schemes' as defined in Section 11AA of the SEBI Act.

9. 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") 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 'collective investment scheme'. 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. Since RBN Infrastructure has launched 'collective investment scheme' without obtaining certificate of registration from SEBI, it has contravened provisions of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS Regulations.

10. The interest of investors is the first and foremost mandate for SEBI. Under the circumstances, SEBI has to take immediate steps to prevent activities of companies or entities defrauding investors and damaging the orderly development of the securities market. I, therefore, note that RBN Infrastructure India Ltd. has to be prevented from carrying on further with its activity related to 'collective investment scheme' without due registration from SEBI in accordance with law.

11. It is further noted that Mr. Ranveer Singh Baghel, Mr. Ram Niwas Pal, and Mr. Ashok Kumar Pal are the present directors and Mr. Ram Rup Baghel, Mr. Anil Kumar Baghel Mr. Ram Niwas Baghel and Mr. Sarvesh Singh Baghel are the past directors of RBN Infrastructure. The activity of illegal mobilization of funds by sponsoring or causing to be sponsored or carrying on or causing to carry on any collective investment scheme by any person amounts to a fraudulent practice in terms of Regulation 4(2)(t) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to securities Market), 2003. Considering the fact that no prior registration was obtained by RBN Infrastructure in respect of the aforesaid activities in the nature of collective investment scheme, I am of the view that RBN Infrastructure and its directors are illegally mobilizing funds from the public, which prima facie amounts to 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.

12. RBN Infrastructure was advised to respond to the preliminary inquiry conducted by SEBI, through several SEBI letters dated February 14, 2014, July 30, 2014 etc. However, on all these occasions, RBN Infrastructure, failed to furnish complete information/documents sought by SEBI. In these circumstances, I am of the view that non-co-operation on the part of RBN Infrastructure with the preliminary inquiry conducted by SEBI when considered in the light of the abovementioned prima facie findings, lead to the inescapable conclusion that such refusal to furnish the information sought by SEBI was only to conceal the true nature and operation of the fund mobilizing activity. As already mentioned, the auditors, viz. Gaurav Ashok Jain & Associates, Chartered Accountants have denied having signed the balance sheet as on March 31, 2012 and March 31, 2013. This raises serious question on the genuineness of financial statements of the company for 2011-12 and 2012-13. It is also particularly disconcerting that RBN Infrastructure has expended a significant amount out of the mobilized amount from the public as "commission" for promoting its "scheme". There cannot be slightest doubt in any one's mind as to the prejudicial way the scheme is run to the detriment of investors.

13. Protecting the interests of investors is the first and foremost mandate for SEBI. Under the circumstances, SEBI has to take immediate steps to prevent activities of companies or entities defrauding investors and damaging the orderly development of the securities market. In order to ensure that RBN Infrastructure and its directors/promoters do not collect any further funds under its schemes and to safeguard the assets/property acquired by RBN Infrastructure and its promoters/directors from the funds of the investing public until full facts and materials are brought about and a final decision is taken in the matter, it becomes necessary for SEBI to take urgent preventive action by way of an interim measure. In the light of the same, I find no other alternative but to take recourse through an interim measure against RBN Infrastructure and its promoters/directors.

14. In view of the above, I, in exercise of the powers conferred upon me under Section 11(4) and 11B of the SEBI Act, 1992 and Regulation 65 of CIS Regulations, hereby direct M/s RBN Infrastructure India Ltd. (PAN:AAECR3617H) and its promoters/directors viz. Mr. Ranveer Singh Baghel (PAN:AMPPB4342K), Mr. Ram Niwas Pal (PAN: AJJPP5891L), Mr. Ashok Kumar Pal (PAN: AIQPP5338L) Mr. Ram Rup Baghel (PAN AJSPB4005D), Mr. Anil Kumar Baghel (PAN:AVAPB4134D), Mr. Ram Niwas Baghel and Mr. Sarvesh Singh Baghel:

a. not to collect any fresh moneys from investors from its existing scheme; b. not to launch any new scheme/plan or float any new companies/firm to raise fresh moneys; c. not to dispose of any of the properties or alienate the assets of the existing scheme; d. not to divert any funds raised from public at large, kept in bank account(s) and/or in the custody of the company; e. to immediately submit the full inventory of the assets owned by RBN Infrastructure out of the amounts collected from the " customers"/investors under its existing schemes; f. to furnish all the information sought by SEBI, including, i. scheme wise list of investors as on date and their contact numbers and addresses, ii. the details of amount mobilized till date, iii. the details of amount refunded till date along with the details of mode of payment, duly certified by the company's auditors, iv. PAN of the past directors of the company, viz. Mr. Ram Niwas Baghel and Mr. Sarvesh Singh Baghel, v. all documents/information and clarifications sought by SEBI, vide letters dated February 14, 2014, July 30, 2014 etc. and not yet submitted, vi. to provide explanation regarding the denial of certification by the Auditor, as detailed paragraph No. 4.6.

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

16. The prima facie observations contained in this Order are made on the basis of the material available on record. This order is without prejudice to the right of SEBI to take any other action that may be initiated against M/s RBN Infrastructure India Ltd. and its Directors/Promoters in accordance with law.

17. M/s RBN Infrastructure India Ltd. and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, file their reply, if any, to the prima facie observations made herein. M/s RBN Infrastructure India Ltd. and its Directors may also indicate, in such reply, whether they wish to avail an opportunity of personal hearing in the matter.

Place: Mumbai S. RAMAN Date: February 13, 2015 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA