Interim Order in the matter of Vee Realties India Limited

Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 read with Regulation 65 of the SEBI (Collective Investment Schemes) Regulations, 1999 in the matter of M/s Vee Realties India Limited (PAN : AADCV4412H) and its Directors viz., Mr.Panchulal Pandhare Motiram (DIN : 06854355) Ms. Rekha Neware (DIN : 06854401), Mr.Nilesh Keshorav Gajbhiye (DIN : 06897209), Mr. Buddhadas Premdas Ramteke (DIN : 06954654), Mr. Bhikam Chand Sahu (PAN : CJSPS3169R), Mr. Ganeshram Verma (PAN: ALYPV1311J), Mr.Ramesh Kumar Sahu (PAN :CKAPS6595N), Mr.Panna Lal Sahu (PAN : CYPS2984E) Mr.Kamlesh Verma (PAN : AECPV6127M), Smt.Gayatri Verma (PAN : AGQPV1299J), Mr.Udaksh Kumar Verma (PAN : AIEPV0678D) and Mr.Ved Praksh Verma (PAN : AJGPV6812J). 1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") received information from Office of Collector, Rajnandgaon (CG), Chhattisgarh, dated March 27, 2014 pertaining to the fund mobilization by Vee Realties India Limited (hereinafter referred to as “VRIL ") under its ‘schemes/plans for selling plots/units’.

2. As a matter of preliminary inquiry into whether or not VRIL was carrying on activities of 'collective investment scheme' in terms of Section 11 AA of the SEBI Act, 1992 ("SEBI Act"), SEBI vide letter dated April 02, 2014 inter alia, sought the following information from VRIL and its Directors in relation to its business activities:

a. "Copies of Memorandum and Articles of Association of VRIL as filed with the Registrar of Companies('RoC'), b. Details of past and present Directors of VRIL, c. Brochures pertaining to schemes/offers of VRIL made available to the public, d. Copy of application forms that are required to be submitted by investors/applicants to participate in the scheme, e. Sample copy of registration letter and allotment letter issued to investor who subscribed to the scheme, f. Sample copy of agreement letter/contract required to be entered into by investors/applicants under the scheme, g. Details of scheme wise amount mobilized by VRIL till date along with the number of investors under the scheme, h. Certified copy of audited financial statements for the FY 2010-11, 2011-12 and 2012-13. i. Copy of Income Tax Returns filed by VRIL for the last three years, j. Details of any other similar scheme(s), if any, floated by VRIL or its group/associate company." 3. In response thereto, VRIL vide letter dated April 7, 2014 furnished the following documents: a. "Copy of Memorandum and Articles of Association ('MoA') of VRIL as filed with the RoC;. b. Details of past/present Directors of VRIL along with PAN and contact details; c. Brochures pertaining to payment plans, copy of Expression of Interest document, sample copy of registration letter; d. Certified copies of audited financial statements for the years ended on 31.03.2011, 31.03.2012 & 31.03.2013. e. Copy of Income Tax Returns filed by the company for Assessment Years 2011-12, 2012-13 & 2013-14."

4. Upon perusal of the aforementioned information, SEBI vide letter dated May 09, 2014 sought the following additional information from VRIL:

a. "Details of the scheme wise amount mobilized by VRIL along with number of investors under the scheme; b. whether the investors of the scheme were provided with land or the amount indicated as “approx. appreciated value’ upon maturity along with necessary proof; c. whether there was any provision in writing that on maturity the investor can either opt for land or the “approx. appreciated value” and necessary communication if any, d. Names of all the group companies of VRIL with details of Directors (along with their PAN); e. Bank account details of VRIL and its Directors; f. Details of the plots proposed to be allotted to the investors; g. Details of land available with VRIL as on date; h. Details of all the branch offices of VRIL."

5. Subsequently, VRIL vide letters dated May 15, 2014 and May 24, 2014 furnished the following documents: a) Details of Amounts/fund collected from Investors; b) Details of amounts refunded/(land allotted) to investors; c) List of land bank details of VRIL; d) Details of branches of VRIL including address of Branch offices; e) Cancelled cheques of the Bank Accounts of VRIL and its Directors.

6. I have carefully considered the material available on record i.e. information received from Office of Collector, Rajnandgaon, correspondence exchanged between SEBI and VRIL, along with documents contained therein. In this context, the issue for determination is whether the mobilization of funds by VRIL under its schemes fall under the ambit of ‘collective investment scheme’ provided in Section 11AA of SEBI Act.

7. On examination of the material available on record, it is prima facie observed:

a) VRIL (CIN: U66010CT2010PLC022098) was incorporated on October 12, 2010 having its registered office intially at "SHUBHAM" H. NO. 56, Ward No.39, Riddhi Siddhi Colony, Rajnandgaon (CG) and later changed to H.No.15, Ward No.11, Vill:Chaveli PS: Ghumka, Rajnandgaon (CG) with effect from Januray 25, 2014. As per the letters of VRIL to SEBI, the Registered office of VRIL is mentioned as 'Madhulika' near Axis Bank, Mamta Nagar Chowk, G.E. Road, Rajnandgaon(C.G)- 491 441.

b) As per the MCA21 Portal, the present Directors of VRIL are Mr.Panchulal Pandhare Motiram, Ms. Rekha Neware, Mr.Nilesh Keshorav Gajbhiye and Mr. Buddhadas Premdas Ramteke. However, it is noted from the reply of VRIL dated April 07, 2014 that Mr. Bhikam Chand Sahu, Mr.Ganeshram Verma, Mr. Ramesh Kumar Sahu, Mr.Panna Lal Sahu were stated to be present Directors. Further, Mr.Kamlesh Verma, Smt.Gayatri Verma, Mr.Udaksh Kumar Verma and Mr.Ved Praksh Verma were the past directors.

c) As per MoA of VRIL, the main objectives are inter alia “to carry on the business of builders, contractors, erectors, construction of buildings, houses, as also to carry on the business activities as developers of land, colonies, sheds, buildings, structures, to develop the sites and plots to carry on the business activities of acquirer, purchaser…”

d) VRIL has offered various ‘Project Payment Plans’ (referred to as “Scheme”) for soliciting money from general public towards “Expression of Interest for Provisional Booking of Unit in Agricultural Projects/Residential Housing Projects/Commercial Projects”. The schemes offered by VRIL viz., installment plans, regular incentive plans, single payment plan, guaranteed rental plans and single payment with regular incentive plans etc. have different tenures ranging from one year to fifteen years.

e) The contribution or an investment to the “Scheme” is made by a customer/investor as per the payment schedule(s), which differ on the basis of monetary payment as per the plan option. An ‘approx. appreciated value’ at the end of the term is also indicated in the payment schedule(s). As per the information available on record, VRIL has offered as many as 19 Schemes for soliciting money from general public which are summarized below.

PROJECT PAYMENT PLANS

Plan No. Nature of Plan Tenure of plan (Years) 101 Installment Plan 1 102 Installment Plan 3 103 Installment Plan 4 105 Installment Plan 5 106 Installment Plan 6 107 Installment Plan 7 108 Installment Plan 1 (Monthly, Qtly) 200 Single payment 1 201 Single Payment 6 202 Single payment 8 203 Single payment 10 204 Single payment 15 205 Guaranteed Rental Plan 6 207 Single payment 6 208 Single payment plan 8 209 Single payment with regular 10 incentive 210 Single payment bonus 15 211 Single payment 1 212 Monthly guaranteed non- 6 recoverable plan f) For instance, the details of Installment Payment Plan and Single Payment plan are reproduced as under: Installment payment Plans for 3 years (Plan No.102) Monthly Qtrly Half Yearly Requisite Aprox. (`) (`) (`) (`) booking Appreciate value (`) value (`) 100 291 574 1139 3600 4300 200 582 1148 2278 7200 8600 300 873 1722 3417 10800 12900 400 1164 2296 4557 14400 17200 500 1455 2870 5696 18000 21500 600 1746 3444 6835 21600 25800 700 2037 4018 7974 25200 30100 800 2328 4592 9113 28800 34400 900 2619 5166 10252 32400 38700 1000 2910 5740 11392 36000 43000 Single Payment Plans for 6 years (Plan No – 207) Requisite Booking Approx. Appreciated Value Value (`) (`) 100000 203000 150000 304500 200000 406000 250000 507500 300000 609000 350000 710500 400000 812000 450000 913500 500000 1015000 g) The customers/investors who are interested in any of the aforementioned “schemes” offered by VRIL are required to apply through ““Expression of Interest form for Provisional Booking of Unit in an Agricultural Projects/Residential Housing Projects/Commercial Projects” with VRIL. On examination of the aforesaid Expression of interest form, the following clauses are noted. i. "I/We, the Applicant, understand that M/s.Vee Realties India Limited (hereinafter referred to as the “Company), has conceived, planned and engaged in business for real estate (i.e. agricultural land/crops projects and develooping residential housing projects and developing ,constituting of multiple of agricultural land and dwelling units on plots, multi-complexes etc) pursuant to the development rights acquired from the owners of the said land vide duly registered agreements collectively known as “Vee Realties India Limited” in proposed projects in India (herein after referred to as Project).

ii. I/We, the Applicant(s) has/have made this Expression of Interest for the provisional allottment of a agricultural/residential/commercial unit with full knowledge of and subject to all the laws, bye-laws, notifications, rules and regulations applicable to the area where the company’s project is proposed to be situated, and which have been fully understood by me/us.

iii. I/We, the applicant(s), has/have made the Expression of Interest with full knowledge that the plans for the company’s project applied for will be located not yet sanctioned by the competent authority and that in case, for any reaons(s), the same are not sanctioned or cancelled or revoked at any point of time and the company shall refund all the amounts received.

iv. I/We, request that I/we may be provisionally registered for allotment of Unit in Agricultural projects/Residential Housing Projects / Commercial Projects in Vee Realties India Limited under your Down Payment/Installment Payment plans. In case the Unit is not allotted to me/us for any reasons, the amount deposited shall be refundable to me/us subject to company’s plan within 30 days from the date of notice regarding rejection of my/our application.

v. The applicant agrees and undertakes that he/she/they shall not withdraw this Expression of Interest for any reasons before completion of two years from the date of Expression of Interest. In case applicant withdraws this Expression of Interest after two years due to any reasons before stipulated time period as per prescribed company’s plan, the earnest money deposted by the applicant shall be refundable after deucting statutory charges. In case of Down Payment Plans, the staturory charges are 30% of the Earnest Amount. In case of Installment Payment Plan, applicant can withdraw his/her Expression of Interest only if he/she has paid 50% of Earnest Amount as stipulated in Company’s plan. If Applicant withdraws his/her Expression of Interest, the initial amount paid by the Applicant shall be refundable after deducting statutory charges @50% of the amount paid by the Applicant to the company.

vi. The company shall have the right to effect suitable and necessary charges, alterations, modifications, adjustments, variations, amendments and or the lay out plan of the building or block of buildings, if and when found necessary, which alterations may involve all or any of the following changes (included but not limited to) viz. change in position of residential/commercial unit, change in the number of residential/commercial unit or change in its dimensions or change in the location of the building or change in its area.

vii. The applicant(s) agrees that he/she/they/it shall pay the price of the residential/commercial unit and such other charges calculated on the basis of super area, which understood to include pro-rata share of the common areas in the projects and proportionate share of the other common facilities, as specifically provided Buyer’s Agrement, which may be located anywhere in the said proposed resdential/commercial complex, at the sole discretion of the company.

viii. I/We agree and note that the provisional allotment of unit/provisional registration as Beneficiary in company’s projects is entirely at the sole and absolute discretion of the company. I/we further undestand that mere issue of receipt in acknowledgement of money tendered with this application does not guarantee definite allotment of plot in company’s projects.

ix. I/We agree to sign and execute, as and when required, agricultural crops/development agreement/house buyer’s agreement and other related documents as prescribed in the company’s standard formats.

x. In case of delay of 30 days in making payment by the applicant to the company as per the schedule of payments as per plan, the company shall have the right to terminate the Registration of Expression of Interest/Allotment/Agreement and forfeit the Earnest Money/Initial amount. The company shall also entitle to charge interest @24% p.a. from the date of installment(s), as per the schedule of payments, till the date of payment.

xi. The applicant(s) hereby authorizes and permits the company to raise finance/loan from any financial institution/bank by way of mortgage/charge/securitization of his/her/theiri respective commercial unit of the receivable, if any accruing or likely to accrue therefrom, subject to the commercial unit being made free of any encumbrances at the time of execution of sale deed in favor of applicant."

h) As per the general terms and conditions forming part of 'Expression of Interest' for provisional booking of agricultural / residential / commercial projects /units in upcoming projects of VRIL, the following clauses are noted:

i. "This application does not constitute any offer or definite allotment/registration as beneficiary and shall become definite only after due acceptance of the same by the company in writing and shall be subject to terms and conditions stipulated by the company at the time of acceptance.

ii. The registration of this application and subsequent allotment of agricultural /residential/commercial unit or registration as beneficiary is at the sole discretion of the company and in case the Unit is not allotted or registration as beneficiary is not accepted for any reason whatsoever, the applicant shall not raise any objection or claim damages. ('Emphasis added')

iii. While the company has made its best efforts to show/depict the designs of the various units/business proposals in all its marketing and communication material like brochure, leaflets, etc. the same may change due to design or any other constraint.

iv. The amount received towards EOI Form to book a specific type of unit or to register as beneficiary in projects will not guarantee an allotment/registration to the applicant. In case the company is not able to allot unit/register as beneficiary as desired/specified by the applicant, the company will offer closest equivalent of the said type of Unit/project.

v. On confirmation from the company on availability of the Unit/proposal, the amount paid against this EOI Form will be treated as amount paid towards booking/registration. The date of confirmation of allotment/registration by company by way of issuance of Allotment Letter/Intimation of beneficiary registration will be considered as booking/registration date.

i) Upon execution of 'Expression of Interest Form' including plan and payment schedule opted by the customer/investor, VRIL issues a 'Acknowledgement/Intimation Letter' to the customer/investor. Following are noted from the same:

"We welcome you to the growing family of Vee Realties India Limited. In response to your Expression of Interest, we are pleased to inform you that you have been provisionally registered with the company for the booking of units of land in the proposed projects of our esteemed organization. The booking and allotment of units of land in proposed project of our esteemed organization shall be governed by the applicable provisions of law and subject to the terms and conditions of Expression of Interest".

j) From the audited financial statements of VRIL for FY 2010-11, 2011-12 and 2012-13, it is observed that the amounts mobilized under the ‘Schemes’ have been recorded in the relevant Balance Sheets. The same is indicative from the Trade Payables (Advance from customers). Further, the VRIL has acquired some assets in the aforementioned financial years and shown as Inventories. The details are tabulated as under:

Liabilities 31.03.2011(`) 31.03.2012(`) 31.03.2013(`) Trade Payables 1,81,92,735 4,78,62,425 7,95,86,449 (Advance from customers) Assets 31.03.2011 31.03.2012 31.03.2013 Inventories 1,02,56,473 3,20,45,614 5,46,44,295 k) As per the reply of VRIL dated May 24, 2014, VRIL has collected an approximate amount of `22,41,75,885/- from as many as 1,65,291 investors as on May 24, 2014 under its various schemes.

l) It is also noted from Annexure-II of VRIL’s letter dated May 15, 2014 that VRIL stated to have refunded 710 investors on maturity of the plans along with the amounts assured under the said plans. However, the actual amount of investment and assured maturity amount cannot be determined from the said list as such details are not clearly provided.

m) Further, it is also noted from Annexure-II of VRIL’s letter dated May 24, 2014 that VRIL stated to have refunded `26,23,122/- to 229 investors on maturity of the plans along with the amounts assured under the said plans.

n) Vide letter dated May 15, 2014, VRIL has also stated that it has land bank at various places viz., Dongargah (plot size:63815sq.ft.), Gandai, Chhuikhadan(plot size:150282 sq.ft.), Chaweli, Ghumka (plot size:365904 sq.ft.), Kusmi, Dongargaon (plot size:827640 sq.ft.),

Chhuikhadan (plot size:3484800 sq.ft.), Khairagarh (plot size:348480 sq.ft.), Chandrapur (plot size:130680 sq.ft.).

8. The aforementioned details of the ‘Scheme’ towards “Expression of Interest for Provisional Booking of Unit in an Agricultural Projects/Residential Housing Projects/Commercial Projects” offered by VRIL 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. (2A) Any scheme or arrangement made or offered by any person satisfying the conditions as may be specified in accordance with the regulations made under this Act.

9. In the context of the abovementioned Section 11AA of the SEBI Act, the 'Scheme' offered by VRIL 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. VRIL has launched various 'Project Payment Plans' towards its Provisional Booking of Unit in an Agricultural Projects/Residential Housing Projects/Commercial Projects and admittedly collected money from the public. The customer/investor who desires to invest in any of the Project Payment Plan' has to fill an application viz., ‘Expression of Interest form'. The contribution or investment made by a customer/investor/applicant is in accordance with the ‘Payment Schedule(s)’ of the plan chosen by the investor. Upon execution of 'Expression of Interest Form' including plan and payment schedule opted by the customer/investor, VRIL issues a 'Acknowledgement/Intimation Letter' to the customer/investor. The area, location and the price of land etc. are neither mentioned in the ‘Expression of Interest form’ or in the ‘Acknowledgement/Intimation letter’ issued to the customers/investors. VRIL vide its reply dated May 15, 2014 stated that upon maturity of Project Payment Plan', the customer has the option to buy the plot, wherever company’s project is situated, at a price to be quoted by VRIL at a future date. It is noted from the reply dated May 24, 2014 of VRIL that it has collected an approximate amount of `22,41,75,885/- from as many as 1,65,291 investors as on May 24, 2014 under its various plans/schemes. In view of the same, it appears that the contributions or investments received from individual customer(s) /investors are pooled and utilized soley for the purpose of the scheme offered by VRIL. Hence it is clear that the instant scheme satisfies the first condition stipulated in Section 11AA(2) 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. It is noted from the 'Project Payment Plans' of VRIL illustrated above that an “approx. realizable value” is indicated in the Payment Schedule(s) at the end of the tenure of each plan. This “approx. realizable value” mentioned in the plans clearly indicates that the customers/investors invest in the “Schemes/Plans” with a view to receive profit/returns. For instance, if the customer/investor is investing `1,00,000/- in “Single Payment Plan (No.207) for a period of 6 years, the approx. realizable value on maturity is `2,03,000/-, thus expected returns offered is `1,03,000/-. Similarly, an applicant chooses 5 years plan (60 months) of “Installment Plan (Plan No.105), total contribution `72,000/- payable in monthly, quarterly, half yearly or yearly installments of `1,200/-, `3,492/-,`6,888/- and `13,670/- respectively. The “approx. realizable value” on expiry is `1,00,200/-. Thus, an applicant is entitled for a return of `28,200/-. VRIL also admittedly stated in its letter dated May 15, 2014 that “most of our valuable customers prefer to refund the registration amount as approx. appreciated value at the end of the tenure”. Hence, it is clear that the contributions are made by the customers/investors with a view to receive profits/income. Hence, the second condition as stipulated in Section 11AA(2) of the SEBI Act is also fulfilled.

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 noted from the Clauses of the 'Expression of Interest Form' that VRIL agrees to make a provisional allotment of units in the projects to be developed and managed by VRIL. Clause 2 of 'Expression of Interest Form' states that "I/We agree and note that the provisional allotment of unit/provisional registration as Beneficiary in company’s projects is entirely at the sole and absolute discretion of the company. I/we further understand that mere issue of receipt in acknowledgement of money tendered with this application does not guarantee definite allotment of plot in company’s projects". It is also stated in the general terms and conditions forming part of 'Expression of Interest' that "This application does not constitute any offer or definite allotment/registration as beneficiary..." From this, it is clear that the investor is making contribution or investment in an unidentified land/unit.

As per the general terms and conditions forming part of 'Expression of Interest Form' VRIL reserves the right to change the location of the allotment and to provide alternate equivalent unit in any of its projects. The management and operation of the ‘Scheme’ for the purchase and development of property is carried out by VRIL on behalf of investors/customers. Clause 5 of the 'Expression of Interest Form' states that "VRIL shall have the right to effect suitable and necessary charges, alterations, modifications, adjustments, variations, amendments and or the lay out plan of the building or block of buildings, if and when found necessary, which alterations may involve all or any of the following changes (included but not limited to) viz. change in position of residential/commercial unit, change in the number of residential/commercial unit or change in its dimensions or change in the location of the building or change in its area." Therefore, it is clear that the customers/investors do not, at any stage, have any say in the management of the property, contribution or investment forming part of the Scheme towards selling of plots in the future projects of VRIL.

I, therefore, find that the instant “Scheme” of VRIL also satisfies the third and fourth conditions stipulated in Section 11AA (2)of the SEBI Act.

10. In light of the above analysis and examination, I find that the fund mobilizing activity by VRIL under its various 'Project Payment Plans' towards “Expression of Interest for Provisional Booking of Unit in an Agricultural Projects/Residential Housing Projects/Commercial Projects” with a promise of returns (‘approx. appreciated value’) when considered in light of peculiar characteristics and features of such scheme, as discussed in the preceding paragraphs, prima facie fulfill essential conditions and characteristics of a ‘collective investment scheme’ as defined in Section 11AA of the SEBI Act.

11. In this context, it is relevant to refer to the observations of the Hon'ble Supreme Court of India in the matter of P.G.F Limited & Ors. vs. UOI & Anr. (MANU/SC/0247/2013)"..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."

12. Therefore, I am of the view that VRIL is engaged in the fund mobilizing activity from public, which is in the nature of a ‘collective investment scheme’ as defined in Section 11AA of the SEBI Act.

13. I note that 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 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") also prohibits carrying on CIS activities without obtaining registration from SEBI. 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.

14. Considering the fact that no prior registration was obtained by VRIL in respect of the aforesaid activities in the nature of 'collective investment scheme', I am of the view that VRIL is 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("PFUTP Regulations").

15. Protecting the interest of investors is the first and foremost mandate of SEBI and therefore, 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 VRIL and its Directors (past and present) do not collect further funds under its ‘Schemes’ and to safeguard the assets/property acquired by VRIL and its Directors from the funds of the investing public until full facts and materials are brought and final decision is taken in the matter, it becomes necessary for SEBI to take urgent preventive action by way of this interim measure. In the light of the above, I find no other alternative but to take recourse to an interim order against VRIL and its past and present Directors for preventing them from further carrying on with the fund mobilizing activity by launching 'collective investment scheme', without obtaining registration from SEBI in accordance with law.

16. In view of the above, I, in exercise of the powers conferred upon me under Section 11(1), 11(4), 11B and 11(D) of the SEBI Act, 1992 and Regulation 65 of CIS Regulations, hereby direct Vee Realties India Limited and its Directors Mr.Panchulal Pandhare Motiram (DIN: 06854355) Ms. Rekha Neware (DIN: 06854401), Mr.Nilesh Keshorav Gajbhiye (DIN : 06897209), Mr.Buddhadas Premdas Ramteke (DIN : 06954654), Mr.Bhikam Chand Sahu (PAN: CJSPS3169R), Mr. Ganeshram Verma (PAN: ALYPV1311J), Mr.Ramesh Kumar Sahu (PAN:CKAPS6595N), Mr.Panna Lal Sahu (PAN : CYPS2984E) Mr.Kamlesh Verma (PAN : AECPV6127M), Smt.Gayatri Verma (PAN : AGQPV1299J), Mr.Udaksh Kumar Verma (PAN : AIEPV0678D) and Mr.Ved Praksh Verma (PAN : AJGPV6812J):

• not to collect any fresh money from investors under its existing schemes; • not to launch any new schemes or plans or float any new companies to raise fresh moneys;

• to immediately submit the full inventory of the assets including land obtained through money raised by VRIL; • not to dispose of or alienate any of the properties or assets owned or acquired directly or indirectly through money raised by VRIL; • not to divert any fund raised from public at large which are kept in bank account(s)and/or in the custody of VRIL;

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

18. This order is without prejudice to the right of SEBI to take any other action that may be initiated against VRIL and its Directors /Promoters, in accordance with law.

19. The prima facie observations contained in this Order are made on the basis of the material available on record. VRIL and its aforesaid directors shall, 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.

Place: Mumbai S. RAMAN Date: December 02, 2014 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA