Interim Order in the matter of Omisha Agri Industries (India) Limited

ORDER Under Sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter of Omisha Agri Industries (India) Limited (PAN:AABCO6831B); its Directors, Viz. Ms. Sharmila Das (DIN:03364437, PAN:AMHPD9189J), Mr. Susanta Das (DIN:03364470, PAN:ARUPD9825F), Mr. Bholanath Maji (DIN:03373407, PAN:ANVPM3551G), Mr. Rajib Mondal (DIN:05245538, PAN:BLQPM6927A), Mr. Manabendra Chakraborty (DIN:05266729, PAN:AHYPC4447J), Mr. Tapan Kumar Polley (DIN:05266733, PAN:AWIPP6778J), Mr. Bappa Pal (DIN:06605847), Mr. Bapan Ruidas (DIN:06789666, PAN:BJKPR7315B), Mr. Durga Charan Mudi (DIN:06789683 PAN:AWLPM7483Q), Mr. Pradip Dhara (DIN:06789048, PAN: AUMPD7059E), Mr. Srikanta Ruidas (DIN:06789146, PAN:BHFPR1071R), Mr. Prabir Kumar Baul (DIN:06789166, PAN:AZGPB7889M) and its Debenture Trustee, viz. Omisha Debenture Trust (represented by trustee Ms. Sumana Garai)

1. Securities and Exchange Board of India ("SEBI") received a reference dated December 12, 2012 from the Ministry of Finance forwarding a complaint regarding illegal mobilization of funds by some companies including Omisha Agri Industries (India) Ltd. (hereinafter referred to as 'OAIIL' or 'the company') through the issuance of debentures.

2. As part of preliminary inquiry, SEBI vide letter dated March 28, 2013 advised the company to furnish inter alia the following information, viz. – a. Memorandum and Articles of Association of the company as filed with the Registrar of Companies (“RoC”); b. Details of past and present Directors of the company including names, addresses, PAN and contact details; c. Brochures pertaining to the schemes/offers which were available to the public by the company;

d. Copies of application forms that were required to be submitted by the investors/applicants to participate in schemes of the company; e. Sample copies of the agreement letter/contract required to be entered into by investors/applicants; f. Details of the scheme-wise amount mobilized by company till date along with the number of investors under the schemes; g. Certified copies of audited financial statements for the FY 2009-10, 2010-11 and 2011-12; h. Copies of Income Tax Returns filed by the company for the last three years; i. Details of any other similar scheme(s), if any, floated by the company or its group/associate companies.

The letters sent to the company was returned undelivered by postal authorities with remarks "The firm does not exist at given address".

3. Thereafter, SEBI sent letters dated August 06, 2013 to the company and its directors. Letter to the company and one of its Directors, viz. Mr. Manabendra Chakraborty were returned undelivered by postal authorities. Letters to other Directors viz. Ms. Sharmila Das, Mr. Tapan Kumar Polley, Mr. Susanta Das and Mr. Rajib Mondal were delivered to them by postal authorities. However, no reply was received from them.

4. SEBI also sent reminder letters dated November 06, 2013 to the company and its directors. Letter to the company was once again returned undelivered by postal authorities with remarks "The firm does not exist at given address". Letters to its directors, viz. Ms, Sharmila Das and Mr. Susanta Das were returned undelivered with remarks "Not taken" and “Left without address" respectively. Letters to directors of the company, viz. Mr. Manabendra Chakraborty and Mr. Bholanath Maji were delivered by postal authorities as evident form the postal acknowledgement received from them.

5. It was observed later from MCA website i.e. MCA21 Portal that the company appointed a new set of Directors on January 11, 2014. Thereafter, SEBI sent letters dated August 12, 2014 to the company and its directors and advised them to provide the requisite information to SEBI. However, SEBI has not received any reply from any of them till date. Letter to the company was once again returned undelivered by postal authorities.

6. Meanwhile, SEBI received a letter dated July 28, 2014 from International Human Rights Protector's Group, West Bengal (‘IHRPG’) stating that large number of investors and agents of were duped by lucrative offers in various products including debentures offered by OAIIL. It is further alleged in the said letter that the company had mobilized over Rs. 80-90 Crore from more than Forty thousand investors. As per the letter, all the earlier directors resigned from the company through a conspiracy. IHRPG also forwarded copy a letter dated June 19, 2014 by one of the present directors of the company, viz. Mr. Bappa Pal written to the RoC, Gwalior wherein he alleged that he never signed any documents of the company. IHRPG also submitted copies of complaints and the copies of certificates of Non-Convertible Secured Redeemable Debentures (‘NCSRDs’) issued by the company to investors.

7. SEBI also received another complaint dated September 15, 2014 wherein the complainant submitted a copy of brochure, a copy of application form and copies of certificates of NCSRDs issued by the company to various investors.

8. Efforts were also made to obtain the information from Ministry of Corporate Affairs' Website i.e. MCA21 portal.

9. The material available on record i.e. information/documents obtained from the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal'; information/documents received from IHRPG; complaints received and the documents enclosed therewith have been perused. On an examination of the same, it is observed that – i. OAIIL (CIN: U15400MP2012PLC028411) was incorporated on May 11, 2012 with the RoC, Gwalior having its registered office at 673,Tilak Bhumi Talaiya, Bhandarpara, Jabalpur, Madhya Pradesh, India- 482002.

ii. The present Directors of the company are Mr. Pradip Dhara, Mr. Srikanta Ruidas and Mr. Prabir Kumar Baul.

iii. Ms. Sharmila Das, Mr. Susanta Das, Mr. Bholanath Maji, Mr. Rajib Mondal, Mr. Manabendra Chakraborty, Mr. Tapan Kumar Polley, Mr. Bappa Pal, Mr. Bapan Ruidas and Mr. Durga Charan Mudi who were earlier directors of the company, have since resigned.

iv. It is observed from a copy of Form 10 and copy of Debenture Trust Deed filed by the company with RoC that the company on May 17, 2012 created a charge of Rs. 100 Crore on its immovable properties, stocks in trade, plants and machinery, furniture and fixtures, book debts and vehicles to secure the issuance of debentures. The name of debenture trust is “Omisha Debenture Trust” (represented by trustee Ms. Sumana Garai) and the office of the trust is situated at 673, Tilak Bhumi Talaiya, Bhandarpara, Jabalpur, Madhya Pradesh, India- 482002 which is also a registered office address of the company.

v. It is observed from the copies of the minutes of the meeting of the Board of Directors and minutes of EGM of shareholders of the company available on MCA website that the Board of the Directors of the company at the meeting held on May 14, 2012 and Shareholders of the company in EGM held on May 17, 2012 authorised the company to issue NCRSDs amounting to Rs. 100 Crores on a private placement basis.

vi. The company has not filed any audit report or financial statements with the RoC since its incorporation.

vii. It is mentioned in a copy of the brochure filed by the company with RoC that OAIIL is offering NCRSDs on a private placement basis under the following terms and conditions:

Scheme I Multiplier Non-Convertible Redeemable Secured Debenture (Installment) Plan RD-A RD-B RD-C RD-D No. of Debentures 24 24 36 60 Issue Price (Rs.) 100/- 2400/- 2400/- 3600/- 6000/- 15 Months 27 Months 39 Months 63 months Redemption Period + 1 Day + 1 Day + 1 Day + 1 Day Redemption Value (Rs.) 2710/- 2910/- 4690/- 9220/-

Scheme II Multiplier Non-Convertible Redeemable Secured Debenture (Cumulative) Plan Name FD-A FD-B FD-C FD-D FD-E FD-F FD-G Issue Price 1000 1000 1000 1000 1000 1000 1000 Redemption 1130 1500 2000 3000 5000 7000 10000 Value Redemption 12 20 52 72 78 120 144 Period Months Months Months Months Months Months Months Scheme III Multiplier Non-Convertible Redeemable Secured Debenture (Non-Cumulative) Plan Name MIS-A MIS-B MIS-C MIS-D Issue Price (Minimum) 20000 20000 20000 20000 Redemption Value 20000 20000 20000 20000 Interest Per Month on 1000 1300 1500 2000 Every Lakh Redemption Period 1.5 Years 3 Years 5 Years 10 Years viii. It is mentioned in the copy of the brochure provided by a complainant that OAIIL is privately placing NCRSDs under the following terms and conditions: A. Multiplier Secured Debenture Plan A B C D E F G Redemption 1 year 2.8 year 4.4 year 6 year 8.6 year 10 year 12 year Period Issue Price 100*10 100*10 100*10 100*10 100*10 100*10 100*10 Minimum Redemption 130 500 1000 2000 4000 6000 9000 Premium Redemption 1130 1500 2000 3000 5000 7000 10000 amount B. Regular Income Secured Debenture TD 1.6 year 3 year 5 year 10 year Plan A B C D Minimum 20000 20000 20000 20000 Amount Payable 200 300 360 400 Monthly

A copy of the application form provided by a complainant states that the NCRSDs are being placed by the company under the following terms and conditions: Plan A (12 Months) Plan B (24 Months) Plan C (36 Months) Plan D (60 Months) M/D T/D PV. M/D T/D PV. M/D T/D PV. M/D T/D PV. 200 2400 2680 100 2400 2820 100 3600 4600 100 6000 9100 300 3600 4020 200 4800 5640 200 7200 9200 200 12000 18200 500 6000 6700 300 7200 8460 300 10800 13800 300 18000 27300 1000 12000 13400 500 12000 14100 500 18000 23000 500 30000 45500 - - - 1000 24000 28200 1000 36000 46000 1000 60000 91000 ix. It is also observed from the copies of certificates of NCRSD provided by complainants that OAIIL allotted NCRSDs during FY 2012-13 and 2013-14 to at least 82 allottees and mobilised finds amounting to Rs.33,27,800/-. The Details of the same are as under- Financial Year Number of investors Amount mobilised (in Rs.) 2012-13 66 27,58,000 2013-14 16 5,69,800 Total 82 33,27,800

10. In the context of the abovementioned details of the Offer of NCRSDs, the issue for determination in the instant matter is whether the mobilization of funds by OAIIL through the aforesaid Offer, is in accordance with the provisions of the SEBI Act, 1992 ("SEBI Act") read with the SEBI (Issue and Listing of Debt Securities), Regulations, 2008 ("Debt Securities Regulations"); the Companies Act, 1956.

11. The jurisdiction of SEBI over various provisions of the Companies Act in the case of public companies, whether listed or unlisted, when they issue and transfer securities at the relevant time flows from the provisions of Section 55A of the Companies Act, 1956. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & Ors. vs. SEBI (Civil Appeal no. 9813 of 2011) (Judgment dated August 31, 2012) (hereinafter referred to as the "Sahara Case"), had observed that:

"We, therefore, hold that, so far as the provisions enumerated in the opening portion of Section 55A of the Companies Act, so far as they relate to issue and transfer of securities and non-payment of dividend is concerned, SEBI has the power to administer in the case of listed public companies and in the case of those public companies which intend to get their securities listed on a recognized stock exchange in India."

12. In this regard – i. Reference is also made to Sections 67(1) and 67(3) of the Companies Act, 1956, which are reproduced 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) Any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitations to subscribe for them extended 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. (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).”

ii. While examining the scope of Section 67 of the Companies Act, 1956, the Hon'ble Supreme Court of India in the Sahara Case observed 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, after 13.12.2000, any offer of securities by a public company to fifty persons or more will be treated as a public issue under the Companies Act, even if it is of domestic concern or it is proved that the shares or debentures are not available for subscription or purchase by persons other than those receiving 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. …"

iii. In the instant matter, for ascertaining whether the Offer of NCRSDs is a public issue or an issue on private placement basis in accordance with Section 67 of the Companies Act, 1956, the number of subscribers is of the utmost importance.

a. It is observed from the copies of certificates of NCRSDs issued by OAIIL that the company issued NCRSDs to at least 82 allottees and mobilized Rs.33,27,800/- from them during FY 2012-13 and 2013-14. In FY 2012-13 alone, NCRSDs were issued to at least 66 allottees. NCRSDs have thus been issued and subscribed by more than forty nine persons. It is important to note that the number of allottees (i.e. 82) and amount raised under the Offer of NCRSDs (i.e. Rs.33.28 Lacs) during the Financial Years 2012–13 and 2013–14, have been arrived at by merely collating data from the complaints received against OAIIL. No details have been provided by either OAIIL or its Directors despite being given several opportunities to do so. It is also pertinent to note that a charge has been created for an amount as high as Rs.100 Crores. It is therefore most likely that the number of investors who invested in the NCRSDs as also the amount raised could be many times more than what has only been collated from the complaints received. In the brochure and the application form issued by OAIIL, it has been mentioned that NCRSDs were being issued on a private placement basis. However, the company and its directors have failed to provide any documents to substantiate their claim that the said issue of debentures was a private placement. Merely mentioning that an issue is on a private placement basis does not make it such. Based on the facts available in this case, including in particular the number of persons to whom the NCRSDs have been issued by OAIIL, the only conclusion can be that this issue was nothing but a public issue of securities in terms of provisions of Section 67(3) of the Companies Act, 1956.

b. OAIIL is not stated to be a non-banking financial company or a public financial institution within the meaning of Section 4A of the Companies Act and therefore, is not covered under the second proviso to Section 67(3).

c. It is pertinent to note that by virtue of Section 55A of the Companies Act 1956, Section 67 of that Act, so far as it relates to issue and transfer of securities, shall also be administered by SEBI.

13. I note that – i. From the abovementioned, it will follow that since the Offer of NCRSDs is a public issue of securities, such securities shall also have to be listed on a recognized stock exchange, as mandated under Section 73 of the Companies Act, 1956. In this regard, reference is made to Sections 73 of the Companies Act, 1956, of which sub-Sections (1), (2) and (3) are relevant for the instant case, which is reproduced as under:

"73. (1) Every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognised stock exchanges for permission for the shares or debentures intending to be so offered to be dealt with in the stock exchange or each such stock exchange.

(1A) Where a prospectus, whether issued generally or not, states that an application under sub-section (1) has been made for permission for the shares or debentures offered thereby to be dealt in one or more recognised stock exchanges, such prospectus shall state the name of the stock exchange or, as the case may be, each such stock exchange, and any allotment made on an application in pursuance of such prospectus shall, whenever made, be void, if the permission has not been granted by the stock exchange or each such stock exchange, as the case may be, before the expiry of ten weeks from the date of the closing of the subscription lists : Provided that where an appeal against the decision of any recognised stock exchange refusing permission for the shares or debentures to be dealt in on that stock exchange has been preferred under section 22 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), such allotment shall not be void until the dismissal of the appeal. (2) 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.

(3) All moneys received as aforesaid shall be kept in a separate bank account maintained with a Scheduled Bank until the permission has been granted, or where an appeal has been preferred against the refusal to grant such permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub-section (2); and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees.”

ii. In the Sahara Case, the Hon'ble Supreme Court of India also examined Section 73 of the Companies Act, 1956, wherein it observed :

"Section 73(1) of the Act casts an obligation on every company intending to offer shares or debentures to the public to apply on a stock exchange for listing of its securities. Such companies have no option or choice but to list their securities on a recognized stock exchange, once they invite subscription from over forty nine investors from the public. If an unlisted company expresses its intention, by conduct or otherwise, to offer its securities to the public by the issue of a prospectus, the legal obligation to make an application on a recognized stock exchange for listing starts. Sub-section (1A) of Section 73 gives indication of what are the particulars to be stated in such a prospectus. The consequences of not applying for the permission under sub-section (1) of Section 73 or not granting of permission is clearly stipulated in sub-section (3) of Section 73. Obligation to refund the amount collected from the public with interest is also mandatory as per Section 73(2) of the Act.

Listing is, therefore, a legal responsibility of the company which offers securities to the public, provided offers are made to more than 50 persons. … Section 73(2) says that every company and every director of the company who is an officer in default, shall 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. The scope of the above mentioned provisions came up for consideration before this Court in Raymond Synthetics Ltd. & Ors. V. Union of India (supra), wherein the Court held that in a case where the company has not applied for listing on a stock exchange, the consequences will flow from the company’s disobedience of the law, the liability to pay interest arises as from the date of receipt of the amounts, for the company ought not to have received any such amount in response to the prospectus. I am, therefore, of the view that since Saharas had violated the listing provisions and collected huge amounts from the public in disobedience of law, SEBI is justified in directing refund of the amount with interest."

iii. Having regard to the abovementioned observations of the Hon'ble Supreme Court of India, since the Offer of NCRSDs is prima facie a public issue in accordance with the provisions of the Companies Act, 1956, the same will attract the requirement of compulsory listing before a recognized stock exchange in terms of Section 73(1) of the Companies Act, 1956 and also compliance with provisions of Sections 73(2) and 73(3) of that Act.

iv. In the facts of the instant case, it prima facie appears that OAIIL has violated the provisions of Section 73 of the Companies Act, 1956, in respect of the Offer of NCRSDs.

14. Under Section 2(36) read with Section 60 of the Companies Act, 1956, a company needs to register its prospectus with the RoC, before making a public offer or issuing the prospectus. As per the aforesaid Section 2(36), “prospectus” means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate. As mentioned above, since the Offer of NCRSDs was made to fifty persons or more, it has to be construed as a public offer. Having made a public offer, OAIIL was required to register a prospectus with the RoC under Section 60 of the Companies Act, 1956. In the instant case, there is no evidence on record to indicate whether or not OAIIL has filed a prospectus. In view of the same, I find that prima facie, OAIIL has not complied with the provisions of Section 60 of Companies Act, 1956.

15. Under 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 or debentures of a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Based on the material available on record, I find that OAIIL has not complied with the provisions of Section 56(1) and 56(3) of the Companies Act, 1956 and therefore prima facie, has violated the aforesaid provisions.

16. Under Section 117B of the Companies Act, 1956, no company shall issue a prospectus or a letter of offer to the public for subscription of its debentures, unless it has, before such issue, appointed one or more debenture trustees for such debentures and the company has, on the face of the prospectus or the letter of offer, stated that the debenture trustee or trustees have given their consent to the company to be so appointed. Based on the material available on record, I find that OAIIL has not complied with the provisions of Sections 117B of the Companies Act, 1956 and therefore, has prima facie violated the aforesaid provisions. Section 12(1) of the SEBI Act states: "No… trustee of trust deed … shall buy, sell or deal in securities except under, and in accordance with, the conditions of a certificate of registration obtained from the Board in accordance with the regulations made under this Act". Omisha Debenture Trust (represented by trustee Ms. Sumana Garai) are not registered with SEBI. Further, Regulation 7 of SEBI (Debenture Trustees) Regulations, 1993 ("Debenture Trustees Regulations"), provides that: "no person should act as a debenture trustee unless he is either – i. a scheduled bank carrying on commercial activity; or ii. a public financial institution within the meaning of section 4A of the Companies Act, 1956; or iii. an insurance company; or iv. body corporate."

Based on the material available on record, I find that Omisha Debenture Trust (represented by trustee Ms. Sumana Garai) has prima facie, failed to meet the eligibility criteria specified under the provisions of the Debenture Trustees Regulations and therefore, has acted as unregistered Debenture Trustees, which amounts to violation of the abovementioned provisions of the SEBI Act read with the Debenture Trustee Regulations.

17. Further, under Section 117C of the aforesaid Act, where a company issues debentures, it shall create a debenture redemption reserve for the redemption of such debentures, to which adequate amounts shall be credited, from out of its profits every year until such debentures are redeemed. Based on the material available on record, there is no evidence to indicate whether OAIIL has complied with the provisions of Sections 117C of the Companies Act, 1956 and therefore, has prima facie violated the aforesaid provisions.

18. In addition to the above, reference may be made to the Debt Securities Regulations, which were framed by SEBI in exercise of its powers under Section 30 of the SEBI Act and are applicable to the public issue and listing of debt securities. It may be relevant to note that under the aforesaid Regulations, 'debt securities' have been defined as 'non-convertible debt securities which create or acknowledge indebtedness, and include debenture…' In this context, I find that OAIIL, through the Offer of NCRSDs, which is a public issue of debt securities, has prima facie violated the following provisions of the aforesaid Regulations, which contain inter alia conditions for public issue and listing of debt securities, viz. i. Regulation 4(2)(a) – Application for listing of debt securities ii. Regulation 4(2)(b) – In-principle approval for listing of debt securities iii. Regulation 4(2)(c) – Credit rating has been obtained iv. Regulation 4(2)(d) – Dematerialization of debt securities v. Regulation 4(4) – Appointment of Debenture Trustee vi. Regulation 5(2)(b) – Disclosure requirements in the Offer Document vii. Regulation 6 – Filing of draft Offer Document viii. Regulation 7 – Mode of disclosure of Offer Document ix. Regulation 8 – Advertisements for Public Issues x. Regulation 9 – Abridged Prospectus and application forms xi. Regulation 12 – Minimum subscription xii. Regulation 14 – Prohibition of mis-statements in the Offer Document xiii. Regulation 15 – Trust Deed xiv. Regulation 16 – Debenture Redemption Reserve xv. Regulation 17 – Creation of security xvi. Regulation 19 – Mandatory Listing xvii.Regulation 26 – Obligations of the Issuer, etc.

19. Upon a consideration of the aforementioned paragraphs, I am of the view that OAIIL is prima facie engaged in fund mobilising activity from the public, through the Offer of NCRSDs and as a result of the aforesaid activity has violated the aforementioned provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73, Section 117B, Section 117C) and the Debt Securities Regulations.

20. SEBI has a statutory duty to protect the interests of investors in securities and promote the development of, and to regulate, the securities market. Section 11 of the SEBI Act has empowered it to take such measures as it thinks fit for fulfilling its legislative mandate. Further, as per the provisions of Section 55A of the Companies Act, 1956, administrative authority on the subjects relating to public issue of securities is exclusively with SEBI. For this purpose, SEBI can exercise its jurisdiction under Sections 11(1), 11A, 11B and 11(4) of the SEBI Act read with Section 55A of the Companies Act, 1956, over companies who issue Non–Convertible Redeemable Debentures to fifty persons or more, but do not comply with the applicable provisions of the aforesaid Companies Act and the Debt Securities Regulations. Steps therefore, have to be taken in the instant matter to ensure that only legitimate fund raising activities are carried on by OAIIL and no investors are defrauded. SEBI’s letters to OAIIL and its directors have either been returned undelivered by postal authorities or have not been replied to. In the light of the same, I find that there is no other alternative but to take recourse through an interim action against OAIIL and its past/present Directors along with its Debenture Trustee, viz. Omisha Debenture Trust (represented by trustee Ms. Sumana Garai), for preventing the company from further carrying on with its fund mobilising activity under the Offer of NCRSDs. Considering all the factors in the instant case, it is felt that urgent intervention by SEBI is warranted as otherwise there could be every possibility of irreparable damage to investors.

21. 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 read with the Debt Securities Regulations and the Debenture Trustee Regulations, hereby issue the following directions – i. OAIIL shall forthwith cease to mobilize any fresh funds from investors through the Offer of NCRSDs 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. OAIIL (PAN:AABCO6831B) and its past/present Directors, viz. Ms. Sharmila Das (DIN:03364437, PAN:AMHPD9189J), Mr. Susanta Das (DIN:03364470, PAN:ARUPD9825F), Mr. Bholanath Maji (DIN:03373407, PAN:ANVPM3551G), Mr. Rajib Mondal (DIN:05245538, PAN:BLQPM6927A), Mr. Manabendra Chakraborty (DIN:05266729, PAN:AHYPC4447J), Mr. Tapan Kumar Polley (DIN:05266733, PAN:AWIPP6778J), Mr. Bappa Pal (DIN:06605847), Mr. Bapan Ruidas (DIN:06789666, PAN:BJKPR7315B), Mr. Durga Charan Mudi (DIN:06789683 PAN:AWLPM7483Q), Mr. Pradip Dhara (DIN:06789048, PAN: AUMPD7059E), Mr. Srikanta Ruidas (DIN:06789146, PAN:BHFPR1071R) and Mr. Prabir Kumar Baul (DIN:06789166, PAN:AZGPB7889M), 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.

OAIIL 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. OAIIL shall provide a full inventory of all its assets and properties; v. OAIIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. OAIIL 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 NCRSDs, without prior permission from SEBI; vii. OAIIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of NCRSDs, which are kept in bank account(s) and/or in the custody of OAIIL; viii. OAIIL shall furnish complete information as sought by SEBI vide letters dated March 28, 2013, August 06, 2013, November 06, 2013 and August 12, 2014 including balance sheets of the company for FY 2012-13 to 2014-15 within 21 days from the date of receipt of this Order. ix.

The Debenture Trustee, viz. Omisha Debenture Trust (represented by trustee Ms. Sumana Garai), is prohibited from continuing the present assignment as a debenture trustee in respect of the Offer of NCRSDs of OAIIL and also from taking up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, from the date of this order till further directions.

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

23. The prima facie observations contained in this Order are made on the basis of the material available on record i.e. information/documents obtained from the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal'; information/documents received from IHRPG; complaints received and the documents enclosed therewith. In this context, OAIIL and its abovementioned Directors are advised to show cause as to why suitable directions/prohibitions under Sections 11(1), 11(4), 11A and 11B of the SEBI Act including the following, should not be taken/imposed against them: i. Directing them jointly and severally to refund the money collected through the Offer of NCRSDs along with interest, if any, promised to investors therein; ii. Directing them not to issue prospectus or any offer document or any advertisement for soliciting money from the public by issue of securities, in any manner whatsoever, either directly or indirectly, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.

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

25. Similarly, the Debenture Trustee, viz. Omisha Debenture Trust (represented by trustee Ms. Sumana Garai), may, within 21 days from the date of receipt of this Order, file their reply, if any, to this Order and may also indicate whether they desires to avail an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

26. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against OAIIL and its abovementioned Directors; its Debenture Trustee, viz. Omisha Debenture Trust (represented by trustee Ms. Sumana Garai), in accordance with law.

Place: Mumbai S. RAMAN Date: June 22, 2015 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA