Interim Order in the matter of Real Tulip India Limited

WTM/SR/ILO/ 82 /11/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER ORDER Under Sections 11 (1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter of Real Tulip India Limited and its Directors, viz. Shri Dipankar Ghosh (DIN:02884978; PAN: AHVPG3958R), Shri Tirtha Halder (DIN: 03509002; PAN:ACLPH0322F), Shri Maloy Kumar Guha (DIN: 03509013; PAN:AHZPG4939L), Shri Malay Halder (DIN: 05165742; PAN:ADRPH8145D), Shri Prosenjit Sil (DIN: 05165756; PAN:BQLPS4753G).

1. Securities and Exchange Board of India ("SEBI") received a letter dated October 29, 2013, from the Registrar of Companies (ROC), Madhya Pradesh & Chhattisgarh, Gwalior stating that Real Tulip India Limited (hereinafter referred to as 'RTIL' or 'the company') has issued Secured Non–Convertible Redeemable Debentures (NCDs) to 191 investors/subscribers on private placement basis.

2.1 Vide letter dated December 06, 2013 SEBI advised RTIL and its directors to furnish inter alia the following information in respect of the Offer of NCDs, viz. – a) Details of the past and present directors of the company. Details of name, address, PAN and contact details (Email/fax/contact no.) of the directors. b) Nature of activities being conducted by the company. c) Date of opening and closing of the issue. d) Copy of minutes of EGM of the company approving allotment of debentures and board minutes approving allotment. e) Brochures/advertisement pertaining to the debenture issue, which were made available to the public. f) Copies of duly filed application forms received from investors/applicants who applied in the debenture issue. g) Name, address of each investor, date of receipt of payment, amount received for issuance of debentures and date of allotment.

h) Details of properties acquired from money raised from said debenture issue. i) Address of all branches of the company operating in India. j) Details of any broker employed for said issue including name and amount of brokerage paid. k) Certified copy of audited financial statements for all the financial years during which funds were raised till 2012-13. l) Copy of Income Tax Return filed by the company for the years referred at (k) above. m) Details of the regulatory approvals obtained by the company, if any, for said debenture issue. n) Details of other fund raising from public in form of debentures/ or other manner (if any) by the company or its group/associate company. o) Details of any action initiated/ taken by any other authority (including any court order) against the company in respect of money raised from public.

The aforementioned letter sent to the Registered Office address of the company was returned as undelivered by the postal authorities. The directors of RTIL viz. Mr. Dipankar Ghosh, Mr. Maloy Kumar Guha, Mr. Malay Halder & Mr. Tirtha Halder vide their separate letters dated December 16, 2013 replied stating that information sought is under preparation and shall be submitted as early as possible.

2.2 However, as no information/documents were received from RTIL and its directors, SEBI vide letters dated March 21, 2014 once again advised RTIL and its directors to furnish the abovementioned information (sought vide SEBI letter dated December 06, 2013) by March 28, 2014. However, no information has been received till date.

3.1 Vide letter dated December 10, 2013, SEBI also sought the following information from the Registrar of Companies ("ROC"), Gwalior, viz. – i. Copy of Form 10 and Form 17 submitted by the company ii. Copy of the information submitted by the company including date of allotment, names/addresses of the allottees & number of debentures issued by the company. iii. Any other information gathered by Office of the ROC to establish that the company had violated the provisions of SEBI Act/Rules & Regulations made there under.

3.2 Vide letter dated December 19, 2013 and December 31, 2013 ROC, Gwalior provided copy of Form 10 filed for registration of charges for debentures by the company with ROC and information/documents submitted by the company in reply to queries by ROC. The company in its reply to ROC also stated that “We would like to inform you that, our modus operandi for collection of funds through debentures to improve cash flow of business against security provided as mentioned in form 10, form 23 and debenture trust. We also inform you that total collection of fund by issue of debentures i.e. Rs.17,63,300/- for the period from 05/02/2012 to 31/12/2012 not matched with the gross deposits of our current account a/c no. 07122320000259 at HDFC Bank Ltd., Barrackpore branch for Rs. 49, 17,240/- for the period from 17/4/2012 to 24/12/2012 as we have only bank a/c till date and we deposited all funds and income of the company into the said current account.”

4. SEBI also received a complaint dated June 02, 2014 from an investor against RTIL. In the said complaint, it is stated that the company had opened a regional office in Azamgarh, Uttar Pradesh in May 2013. It is stated in the complaint that the officials of the company informed investors that the company is regulated by Ministry of Corporate Affairs, besides assuring high returns to prospective investors. Accordingly, the investors invested in debentures of the company. However, when the investors approached the company in May 2014 for their repayment on maturity, it was found that the office of the company was closed. It is stated in the complaint that when the investors approached the Directors in West Bengal, they refused to return the money to the investors. The complainant has provided copy of document of allotment of debenture issued to Mr. Upendra Singh bearing registration number RTDL3712 dated May 31, 2013. Similarly, debentures documents of Mr. Narendra Dikshit, Mr. Raja, Mr. Angad Singh, Mrs. Poonam Singh and Mr. Anil Kumar Singh have been provided. These investors are stated to be residents of villages of Azamgarh and Gorakhpur in Uttar Pradesh.

5. The material available on record i.e. information/documents obtained from the ROC, Gwalior; the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal' have been perused. On an examination of the same, it is observed that – i. RTIL was incorporated on January 18, 2012 with the ROC, Gwalior with CIN No. as U45200MP2012PLC027514. RTIL has its Registered Office at 89B, Indra Nagar Colony, Thatipur, Gwalior, Madhya Pradesh, India-474011.

ii. The Directors in RTIL are Shri Dipankar Ghosh, Shri Tirtha Halder, Shri Maloy Kumar Guha, Shri Malay Halder, Shri Prosenjit Sil.

iii. It is observed that Board of Directors of the company in the meeting of the Board held on January 19, 2012 and Shareholders of the company in its Extraordinary General Meeting held on January 24, 2012 passed resolutions to raise a sum of Rs. 50 Crores by issue of debentures through private placement. In this regard, charge of Rs.50 crores was created on immovable properties, plant & machinery, furniture & fixtures, stock in trade and book debts of the company on January 24, 2012. The name of debenture trust is “Real Tulip Debenture Trust” managed by trustee Mrs. Kanan Bala Halder and the office of the trust is situated at 114/ 157, Barasat Road, Barrackpore, Kolkata West Bengal-700122. It may be noted that debenture trust merely mentions giving details of properties to be mortgaged as “All the present and future assets wherever situated of the company.” The Debenture Trust Deed mentions that the debentures shall consist of a series of 5000000 debentures of Rs.100/- each, aggregating to Rs.50 Crores.

iv. Details regarding interest on debentures as specified in Schedule- I of the Debenture Trust Deed are as under:

Scheme I Plan T-1 T-2 T-3 T-4 No. of debentures 12 24 36 60 Issue price (Rs.) 1200 2400 3600 6000 Redemption period 15 months 27 months 1 30 months 1 63 months 1 1 day day day day Redemption value 1400 2892 4639 9150

Scheme II Plan L-1 L-2 L-3 L-4 L-5 L-6 Redemption 1 year 3 years 5 year 8 years 6 10 year 6 14 years period months months Minimum 1000 1000 1000 1000 1000 1000 application for 10 debentures (Rs.) Redemption 1150 1500 2100 4000 8000 10000 value (Rs.)

Scheme III (Minimum amount acceptable Rs.30000/-; Interest payable monthly) Plan Redemption period Rate of interest Bonus (per annum) (at the time of redemption) R-1 3 years 14% Nil R-2 6 years R-3 10 years v. RTIL submitted two lists to ROC containing names of the allottees and the funds collected by issue of debentures from them. List one mentioned names of 144 investors/individuals from whom a total funds of Rs. 1763300/- were collected during the period from 05/02/2012 to 31/12/2012 while list two contained the names of 47 investors/individuals from whom the total funds of Rs. 484500/- were collected during the period from 05/02/2012 to 31/03/2013. Thus, as per the details available on record, RTIL issued and allotted NCDs to total 191 investors and collected the funds aggregating to Rs. 2247800/-.

vi. A per the submissions made by the company, funds received from the investors under the Offer of NCDs have not been kept in separate bank account by RTIL.

Thus, in absence of submission of adequate information by the company, the possibility that there are more investors cannot be ruled out.

6.1 In the context of the abovementioned details of the Offer of NCDs, the issue for determination in the instant matter is whether the mobilization of funds by RTIL 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 read with the Companies Act, 2013.

6.2 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, 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."

6.3 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) ...

(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 NCDs 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 utmost importance.

a. Although the Offer of NCDs is stated to have been made on a private placement basis, it is an admitted fact that RTIL issued NCDs to 191 investors and mobilized approximately Rs. 2247800/- for the period from 05/02/2012 to 31/03/2013. The NCDs have thus been issued and subscribed several times over the threshold for a private placement i.e. 49 persons, for attaining the mobilization of Rs. 2247800/-. I therefore, find that the Offer of NCDs was nothing but a public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956 and the company camouflaged the issuance of NCDs to public as private placement.

b. RTIL 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. In view of the aforesaid, the Offer of NCDs would prima facie qualify as a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, which has been elucidated by the Hon'ble Supreme Court of India in the Sahara Case. In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, Section 67 of that Act, so far as it relates to issue and transfer of securities, shall also be administered by SEBI.

6.4 I note that – i. From the abovementioned, it will follow that since the Offer of NCDs 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) … (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 that – "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."

iii. In the facts of the instant case, since the Offer of NCDs 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. Hence, it prima facie, appears that RTIL has violated the provisions of Section 73(1) of the Companies Act, 1956, since it has failed to ensure listing of the securities issued under the Offer of NCDs with a recognised stock exchange.

iv. As per Section 73(2) of the Companies Act, 1956, the obligation to refund the amount with interest that was collected from investors under the Offer of NCDs is mandatory on RTIL. In this regard, there is no evidence on record to indicate whether or not RTIL has paid money with interest to the investors within 8 days under the Offer of NCDs, as per the aforesaid Section. In view of the same, I find that prima facie, RTIL has not complied with the provisions of Section 73(2) of the Companies Act, 1956.

v. Section 73(3) of Companies Act, 1956, says that all moneys received shall be kept in a separate bank account maintained with a Scheduled Bank 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. In the instant case, as per the submission by the company, funds received from the investors under the Offer of NCDs have not been kept in separate bank account by RTIL. In view of the same, I find that prima facie, RTIL has not complied with the provisions of Section 73(3) of Companies Act, 1956.

6.5 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 NCDs was made to fifty persons or more, it has to be construed as a public offer. Having made a public offer, RTIL 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 RTIL has filed a prospectus. In view of the same, I find that prima facie, RTIL has not complied with the provisions of Section 60 of Companies Act, 1956.

6.6 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 RTIL 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.

6.7 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. 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, I find that RTIL has not complied with the provisions of Sections 117B–C of the Companies Act, 1956 and therefore, has prima facie violated the aforesaid provisions.

6.8 It is pertinent to note from the reference received from ROC, Gwalior that ROC has initiated prosecution against the company for violation of the provisions of the Section 56, 60B, 67(1) and (2) and 68 of the Companies Act,1956.

6.9 It may be mentioned that as per Section 465(1) of the Companies Act, 2013, the Companies Act, 1956, "shall stand repealed". However, Section 465(2)(a) of the Companies Act, 2013, provides that:

"(2)Notwithstanding the repeal under sub-section (1) of the repealed enactments, - (a) anything done or any action taken or purported to have been done or taken, including any rule, notification, inspection, order or notice made or issued or any appointment or declaration made or any operation undertaken or any direction given or any proceeding taken or any penalty, punishment, forfeiture or fine imposed under the repealed enactments shall, insofar as it is not inconsistent with the provisions of this Act, be deemed to have been done or taken under the corresponding provisions of this Act;"

6.10 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 RTIL, through the Offer of NCDs, 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.

6.11 Upon a consideration of the aforementioned paragraphs, I am of the view that RTIL is prima facie engaged in fund mobilising activity from the public, through the Offer of NCDs 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) read with Companies Act, 2013 and the Debt Securities Regulations.

7.1 Section 12(1) of the SEBI Act states that: "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". 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."

7.2 Based on the material available on record, I find that Mrs. Kanan Bala Halder 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.

8. 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 read with Section 465 of the Companies Act, 2013, 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 and Section 465 of the Companies Act, 2013, 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 Acts and the Debt Securities Regulations (as mentioned in paragraphs 6.1–6.10 above). Steps therefore, have to be taken in the instant matter to ensure only legitimate fund raising activities are carried on by RTIL and no investors are defrauded. In light of the same, I find there is no other alternative but to take recourse through an interim action against RTIL and its Directors alongwith its Debenture Trustee, viz. Mrs. Kanan Bala Halder, for preventing that company from further carrying on with its fund mobilising activity under the Offer of NCDs.

9. 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. RTIL shall not mobilize any fresh funds from investors through the Offer of NCDs 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. RTIL and its present Directors, viz. Shri Dipankar Ghosh (DIN: 02884978; PAN:AHVPG3958R ), Shri Tirtha Halder (DIN: 03509002; PAN:ACLPH0322F), Shri Maloy Kumar Guha (DIN: 03509013; PAN: AHZPG4939L), Shri Malay Halder (DIN: 05165742; PAN:ADRPH8145D), Shri Prosenjit Sil (DIN: 05165756; PAN:BQLPS4753G), 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. RTIL 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. RTIL shall provide a full inventory of all its assets and properties; v. RTIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. RTIL and its abovementioned present 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 NCDs, without prior permission from SEBI;

vii. RTIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of NCDs, which are kept in bank account(s) and/or in the custody of RTIL; viii. RTIL shall furnish complete and relevant information (as sought by SEBI letters dated December 06, 2013 and March 21, 2014), within 21 days from the date of receipt of this Order. ix. The Debenture Trustee, viz. Mrs. Kanan Bala Halder, is prohibited from continuing with her present assignment as a debenture trustee in respect of the Offer of NCDs of RTIL 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.

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

11.1 The prima facie observations contained in this Order are made on the basis of the material available on record i.e. information obtained from the ROC,Gwalior; the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal'. In this context, RTIL 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 an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

11.2 Similarly, the Debenture Trustee, viz. Mrs. Kanan Bala Halder, may, within 21 days from the date of receipt of this Order, file its reply, if any, to this Order and may also indicate whether she desires to avail an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

12. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against RTIL and its abovementioned Directors; its Debenture Trustee, viz. Mrs. Kanan Bala Halder, in accordance with law.

Place: Mumbai S. RAMAN Date: November 11, 2014 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA