M/s. Green India Infra Projects Limited[SAT Appeal No.:17/2017]06/2017]

WTM/RKA/ERO/BLO/172/2016 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under Sections 11 (1), 11(4), 11A(1)(b) and 11B of the Securities and Exchange Board of India Act, 1992 In respect of: 1. Green India Infra Projects Limited, 2. Mr. Pradeep Kumar Singh, 3. Mr. Panchanan Pradhan, 4. Mr. Trinath Panda, 5. Ms. Snehlata Singh, 6. Ms. Suchitra Rani Panda, 7. Mr. Sandeep Kumar Singh, 8. Mr. Debasis Padhy and 9. Mr. Sanjeeb Kumar Das. In the matter of issuance of Secured Optionally Convertible Debentures by Green India Infra Projects Limited 1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) conducted a preliminary examination into the issuance of Secured Optionally Convertible Debentures (hereinafter referred to as “SOCDs”) by Green India Infra Projects Limited (hereinafter referred to as “the company” or “GIIPL”) with a view to ascertain the possible violations of the public issue norms stipulated under the Companies Act, 1956 and other applicable laws pertaining to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as “the ICDR Regulations”). 2. Pursuant to the examination, SEBI passed an interim order dated March 04, 2015 (hereinafter referred to as “interim order”) against GIIPL, its directors namely Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das (hereinafter collectively referred to as ‘the noticees’ and individually by their respective names), in view of the following reasons: “6… h. … ITCL, vide its letter dated December 11, 2014 provided information with regard to the above issue along with the compliance report of the Company for the quarter ended March 31, 2013 and the details of Order in respect of Green India Infra Projects Limited and others.

Debenture Holders as on March 31, 2013. From the above said information, it is observed that Green India has allotted the Secured Optionally Convertible Debentures (“SOCDs”) on December 16, 2010 and the same were allotted to 751 persons as on March 31, 2013.” 3. In view of the alleged contraventions and the reasons stated in the interim order, the following directions were issued: “1. Green India Infra Projects Limited and its promoters/directors including Mr. Pradeep Kumar Singh (PAN BLRPS2551R), Mr. Panchanan Pradhan (PAN AJHPP4713D), Mr. Trinath Panda (PAN ANMPP5742R), Ms. Snehlata Singh (PAN BWRPS8274E), Ms. Suchitra Rani Panda (PAN BEAPP1390H), Mr. Sandeep Kumar Singh (PAN BMWPS8357K), Mr. Debasis Padhy (PAN AOBPP5858G) and Mr. Sanjeeb Kumar Das (PAN - AJKPD9598H) are restrained from mobilizing funds through the issue of Secured Optionally Convertible Debentures 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. 2. Green India Infra Projects Limited and its promoters/directors including Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das 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.

3. Green India Infra Projects Limited and its promoters/directors including Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das shall not dispose any of the properties of the said company or alienate the assets acquired/created through the funds raised from public by issuance of the impugned Secured Optionally Convertible Debentures. 4. Green India Infra Projects Limited and its promoters/directors including Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das shall not divert any funds raised from public at large through the issuance of the impugned Secured Optionally Convertible Debentures, kept in its bank accounts and/or in the custody of the company without prior permission of SEBI until further orders. 5. Green India Infra Projects Limited and its promoters/directors including Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities and being associated with the securities market in any manner whatsoever, directly or indirectly through any person/ entity till further directions.

6. Green India Infra Projects Limited and its promoters/directors including Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das are also directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form. 7. Green India Infra Projects Limited and its promoters/directors are directed to submit complete information as sought vide SEBI letter dated May 12, 2014.” 4. The interim order advised the noticees to show cause as to why suitable directions/ prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act read with ICDR Regulations including the following, should not be taken/ imposed against them: “a) directing them jointly and severally to refund the money collected through the issue of Secured Optionally Convertible Debentures that are impugned in this Order, along with interest that is promised to the investors; b) directing them to not to issue 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, for an appropriate period; c) directions restraining them from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period; d) directing them and other companies in which their directors hold substantial or controlling interest, to not to access the capital market for an appropriate period.” 5. The noticees were advised to file their response within 21 days of receipt of the interim order and indicate whether they wish to avail a personal hearing.

The interim order was forwarded to the noticees vide SEBI letter dated March 04, 2015. 6. The noticee Mr. Sanjeeb Kumar Das vide letter dated March 25, 2015, replied as under: a. He has a small business of land leveling and was working for GIIPL at Berhampur, Odisha. The directors of the company had asked him to take some share of the company, which he had agreed to. He had subscribed for 5000 equity shares for `50,000/- out of a totalof `5,50,000/-. Thereafter, the co-promoters of the company had sidelined him. The co-promoters had formed the Board of directors barring him and had carried on the operation of the company.

b. He was only a subscriber to the Memorandum and Articles of Association of the company. He was neither a part of any decision making in the company nor signed any document of the company. c. He being a minority shareholder in the company, was never informed of any activity of the company. Being a shareholder he was not involved in the day to day activities of the company and was not aware of the mobilization of funds from the public through various schemes. d. No case has been filed against him with the Economic Offence Wing of the Odisha police or with Central Bureau of Investigation (hereinafter referred to as ‘CBI’). 7. SEBI proceeded further and granted an opportunity of personal hearing to the noticees on August 19, 2015. The scheduled date was communicated to the noticees vide SEBI letters dated July 22, 2015. The same was also communicated vide the public notice dated August 08, 2015 in the newspapers namely ‘Times of India’ and ‘The Samaja’. Vide the public notice the company and its directors were advised that in case they fail to appear before SEBI on the aforesaid date, then the matter would be proceeded ex-parte on the basis of the material available on record.

8. On the date fixed for personal hearing, one Mr. Krushan Chandra Mohanty, Chartered Accountant appeared on behalf of Mr. Sanjeeb Kumar Das and filed written submissions which were on the lines of his earlier reply. For Mr. Panchanan Pradhan, one Mr. Prakash Chandra Sethi, Advocate appeared for the personal hearing and submitted the written submissions dated August 19, 2015, which were taken on record. The other noticees namely Mr. Trinath Panda, Ms. Snehalata Singh, Ms. Suchitra Rani Panda and Mr. Debashish Padhi vide respective letters all dated August 18, 2015 submitted that the managing director of the company is in the custody of CBI and the books of accounts have been seized by CBI. The said noticees sought one month time for replying to the interim order. The other noticees failed to appear for the personal hearing. 9. The submissions of Mr. Panchanan Pradhan made vide written submissions dated August 19, 2016 and August 25, 2015, in brief, are as under: a. GIIPL had issued debentures to only two companies i.e. Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited in the year 2010. The said two companies after receiving the debentures from GIIPL had transferred the debentures to other persons.

The details of which were informed to the Registrar of Companies, Cuttack in the annual return filed on March 31, 2011 by the company. GIIPL had not issued debentures to any person other than the above said two companies. Further, SEBI has no role to play in view of the proviso to section 67 of the Companies Act, 1956. b. GIIPL did not have control over the transfer of debentures by the said two companies and is not responsible for the subsequent transfer of debentures. c. Mr. Panchanan Pradhan had not participated in the affairs of GIIPL directly or indirectly for issuance of SOCD. He has not acquired or created any assets, properties through fund raised form the public, if any, by GIIPL in the form of issuance of impugned SOCD. He has not enjoyed the amounts so received for which Mr. Pradeep Kumar Singh and Mr. Sunil Kumar Panda were taken into custody of CBI. d. Mr. Panchanan Pradhan has not mobilized fund through the issue of SOCD or through the issuance of equity shares. He has not issued any prospectus/ any other documents/ advertisement for soliciting money from the public for issuing of securities in any manner. e. The chance of diverting fund raised by GIIPL, if any, from public at large through the issuance of impugned SOCD does not arise as he was not involved in the said collection of money which is lying in the custody of the company.

10. As per the request of the noticees namely Mr. Trinath Panda, Ms. Snehalata Singh, Ms. Suchitra Rani Panda and Mr. Debashish Padhi, one more opportunity of personal hearing was granted to these on October 29, 2015. The hearing fixed for October 29, 2015 was rescheduled to December 15, 2015 and then to February 04, 2016. In the meantime, the written submissions dated October 29, 2015, filed by Mr. Debasis Padhy, Mr. Trinath PandaMs. Snehlata Singh and Ms. Suchitra Rani Panda were taken on record. Mr. Debashish Padhi vide his another letter dated February 01, 2016 requested for personal hearing at Bhubaneswar. The said request of Mr. Debashish Padhi was not acceded to. On the date fixed i.e. February 04, 2016, no one had turned up for the personal hearing. In the interest of justice, one more opportunity of personal hearing was granted to the said persons on August 03, 2016. This time again Mr. Debashish Padhi vide his letter dated July 29, 2016, requested for personal hearing at Bhubaneswar. The said request was also not acceded to. On the date fixed the noticees failed to turn up for the personal hearing.

Considering the sufficient opportunities of personal hearing already granted in the matter, it was decided to proceed with the matter on merits on the basis of material available on record. 11. The submissions of Mr. Debasis Padhy made vide his letters dated October 29, 2015 and July 29, 2016, in brief, are as under:

a. The company had issued debentures to only two companies i.e. Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited in the year 2010. GIIPL had not issued debentures to any person other than the said two companies. The said two companies on receiving the debentures from GIIPL transferred the same to other persons. b. Therefore, the offer was made only to two companies who had subscribed to the debentures of the company. SEBI has no role to play in view of the proviso to section 67 of the Companies Act, 1956. c. He during the relevant period had not participated in the affairs of the company, directly or indirectly for ‘issuance of SOCD’ and has not in any manner enjoyed the amounts so received by the company. He was a name lender Director in the company and had not enjoyed the money received by the company. d. The main persons of the company who are responsible for the issue of SOCD were Mr. Pradeep Kumar Singh and Mr. Sunil Kumar Panda who are in the custody of CBI. The noticee Mr. Trinath Panda is father of Mr. Sunil Kumar Panda, Ms. Suchitra Rani Panda is the wife of Mr. Sunil Kumar Panda and Ms. Snehalata Singh is the wife of Mr. Pradeep Kumar Singh. e. He has not mobilized fund through the issue of SOCD or created any assets, properties through the fund raised form public, if any, by GIIPL in the form of issuance of impugned SOCDs.

12. Mr. Trinath Panda, Ms. Snehlata Singh and Ms. Suchitra Rani Panda vide letters dated October 29, 2015, October 27, 2015 and October 29, 2015 respectively submitted as under: a. Mr. Trinath Panda is a retired employee of CISF and was appointed as a director in the company as the same was fully operated by his son Mr. Sunil Kumar Panda. b. Ms. Snehlata Singh is a housewife and was appointed as director in the company as the same was fully operated by her husband Mr. Pradeep Kumar Singh. c. Ms. Suchitra Rani Panda is a housewife and was appointed as director in the company as the same was fully operated by her husband Mr. Sunil Kumar Panda. d. The company had issued debentures to only two companies i.e. Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited in the year 2010. GIIPL had not issued debentures to any person other than the said two companies. The said two companies after receiving the debentures from GIIPL transferred the debentures to other persons. e. Though they were the directors in GIIPL, the main persons of the company responsible for the impugned issues are Mr. Pradeep Kumar Singh, Managing Director and Mr. Sunil Kumar Panda, CEO.

Further, Mr. Pradeep Kumar Singh and Mr. Sunil Kumar Panda are in the custody of CBI.

f. They are not aware of the entire affairs of the company. 13. I have considered the interim order, the replies/ written submissions and the material available on record. The prima facie findings made in the interim order in respect of offer and issue of SOCDs are undisputed. However, it has been argued by the noticees namely Mr. Panchanan Pradhan, Mr. Debashish Padhi, Mr. Trinath Panda, Ms. Snehlata Singh and Ms. Suchitra Rani Panda that the SOCDs were issued only to two companies namely Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited in the year 2010. It has also been said that on receipt of SOCDs, the said two companies had transferred the same to other persons. The said noticees have further submitted that the details of such transfers have already been intimated to the Registrar of Companies, Cuttack by GIIPL in its annual return filed for the concerned financial year. 14. Considering the above submissions of the noticees, the details of the companies namely Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited were analysed. From the analysis the following was revealed: a. The promoter and director of Green India Properties Pvt. Limited are Mr. Pradeep Kumar Singh and Mr. Trinath Panda.

The said persons are also the promoter and director of GIIPL. b. The promoter and director of Green India Retailing Pvt. Limited are Mr. Panchanan Pradhan, Mr. Pradeep Kumar Singh, Ms. Snehlata Singh and Ms. Suchitra Rani Panda who are also promoter and director of GIIPL. 15. In view of the above, it can be said that Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited are the group companies of GIIPL and the affairs of these companies were managed in the combination of the noticees. As per the interim order, the company had allotted SOCDs on December 16, 2010 and the same were allotted to 751 persons as on March 31, 2013. From the details of allotment it is seen that the SOCDs were allotted to two companies namely Green India Retailing Pvt. Limited and Green India Properties Pvt. Limited. However, it is important to note that Green India Retailing Pvt. Limited had transferred the SOCDs to 616 persons during the financial year 2010-11 (i.e. to 378 persons as on December 27, 2010 and to 238 persons on January 03, 2011) and to 42 persons during the financial year 2011-12 (i.e. to 1 person as on May 25, 2011; to 21 persons as on June 03, 2011 and to 20 persons as on July 15, 2011).

16. The allotment and transfer of SOCDs to individuals suggests to be mere device to misguide the regulatory authorities. In my view, the issue and transfer of SOCDs were a sham and façade to circumvent the applicable provisions of law. It is important to note that the company in order to avoid the liability under the Companies Act, 1956 and compliance with the public issue norms, had devised a method of allotting the securities first to group companies and then the same has been transferred to the individuals. 17. In terms of the first proviso to Section 67(3) of the Companies Act, 1956, where an offer or invitation to subscribe for securities is made to fifty persons or more, then such an offer/ invitation has to be construed as a public offer/ invitation. GIIPL could not bypass the operation of the first proviso to section 67(3) of the Companies Act, 1956 by first making allotments to its group companies and then transferring such securities to the individuals. It is mandatory for every company to comply with the aforesaid proviso both in letter and spirit. In view of the discussion above, it can be concluded that the company had allotted SOCDs to 616 persons in the financial year 2010-2011.

18. Having considered the above discussion, I find no reason to differ with the observations made in the interim order that the company made a ‘public issue’ of SOCDs in terms of the first proviso to section 67(3) of the Companies Act, 1956. As the issuance of SOCDs by the company was a ‘public issue’, it ought to have complied with the applicable provisions of the Companies Act, 1956 as alleged in the interim order. In the present case, there is no dispute to the fact that the company failed to comply with the provisions of law regulating such public issues i.e. Section 56, 60 read with Section 2(36) and 73 of the Companies Act, 1956 and Regulations 3, 4(2), 5, 6, 7, 25, 26, 36, 37, 46, 47, 57 and 59 of the ICDR Regulations. Accordingly, I find the company liable for violating the aforesaid provisions of law. The noticees namely Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda and Mr. Debasis Padhy have submitted that the managing director of the company is in the custody of CBI and books of account of the company have been seized by CBI. However, no seizure details have been submitted by them along with the submissions.

19. I note that the jurisdiction of SEBI in respect of issuance of securities including SOCDs, intention/ obligation of the issuer to list such securities, etc. have been settled by the Hon’ble Supreme Court in its judgment and order dated August 31, 2012, in matter of Sahara India Real Estate Corporation Limited & Ors. Vs SEBI & Anr. - Civil Appeal No. 9813 and 9833 of 2011 [(2013) 1 SCC 1] (hereinafter referred to as “the Sahara Order”). 20. The interim order has also issued directions in respect of the promoters/ directors of the company, namely, Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda,

Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das. The details of the appointment and resignation of the said directors are as under: Table A Name Date of Appointment Date of Cessation Mr. Pradeep Kumar Singh 01/02/2010 Continuing as director Mr. Panchanan Pradhan 01/02/2010 Continuing as director Mr. Trinath Panda 01/02/2010 Continuing as director Ms. Snehlata Singh 01/02/2010 10/08/2012 Ms. Suchitra Rani Panda 01/02/2010 10/08/2012 Mr. Sandeep Kumar Singh 18/03/2010 14/05/2012 Mr. Debasis Padhy 18/03/2010 Continuing as director 21. From a perusal of the Memorandum of Association and Articles of Association, it is noted that the noticees namely Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das were the original subscribers to the MoA/ promoters of the company. 22. It has been concluded above that the company made a public issue of SOCDs during the financial year 2010-11. From the details in the above table, it can be seen that Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh and Mr. Debasis Padhy were part of the Board of Directors of the company during the period when the SOCDs were allotted without complying with the public issue norms. 23. In terms of section 291 of the Companies Act, 1956, the Board of Directors of a company shall be entitled to exercise all such powers and do all such acts and things as the company is authorized to exercise and do. Therefore, the Board of Directors being responsible for the conduct of the business of a company will be liable for any non-compliance of law and such liability shall be upon the individual directors also. Section 56(1) and 56(3) read with section 56(4) imposes the liability for the non-compliance of the said provisions, on the company, every director and other persons responsible for the issuance of the prospectus. The liability for non-compliance of section 60 of the Companies Act, 1956 is on the Company and every person who is a party to the non-compliance of issuing the prospectus as per the said section. Further, the directors of a company shall be liable for action in case of contravention of the ICDR Regulations.

24. The liability of the company and directors to repay under section 73(2) of the Companies Act, 1956 would remain until the whole of the subscription amount along with interest is refunded to the allottees/investors. Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the company made the offer and allotted equity shares shall be liable for violation of sections 56, 60 and 73 of the Companies Act, 1956 and the ICDR Regulations. With regard to the liability of a director, I refer to and rely on the following observations made by the Hon’ble High Court of Madras in Madhavan Nambiar vs Registrar of Companies (2002 108 Comp Cas 1 Mad): “13. …. A director either full time or part time, either elected or appointed or nominated is bound to discharge the functions of a director and should have taken all the diligent steps and taken care in the affairs of the company. 14. In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal.

So also the treatment for such violations as stipulated in the Companies Act, 1956.” 25. Mr. Sanjeeb Kumar Das vide his letter dated March 25, 2015 has submitted that on the advice of directors of the company he had subscribed for 5,000 equity shares for `50,000. He was only a subscriber to the Memorandum and Articles of Association of the company and was not a part of any decision making in the company. I have considered his submissions and note that he has not produced any document to show that he is not connected with the company. Further, Mr. Sanjeeb Kumar Das being the original subscriber to the Memorandum of Association/ promoter of the company, now cannot deny his connection with the company. Also there is no document on record to show that he was not instructing the Board of directors of GIIPL. In view of the same, it is difficult to grant any relief to him, at this stage. Further, the public interest requires that the persons who had knowledge/ consent/ connivance in the act/ omission which constitutes violation of the provisions of the public issue or who neglected in preventing such issue be made accountable to the investors.

26. Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda and Mr. Debasis Padhy are the present directors of the company. As noted above Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Debasis Padhy and Mr. Sandeep Kumar Singh were the directors of GIIPL at the relevant point of time. Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda and Mr. Debasis Padhy have argued that they had neither participated in the affairs of GIIPL nor mobilised the funds through the issuance of SOCDs. These persons having been aware of being the directors cannot plead ignorance. They should be aware of the duties and responsibilities that are cast upon a director under law. Further, it is also important to note that Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda were also the promoter/ director in the group companies of GIIPL. It has also been submitted by them that the main persons responsible for the issue of SOCD are Mr. Pradeep Kumar Singh and Mr. Sunil Kumar Panda.

Having considered the submission, I note that it is not in dispute that Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda and Mr. Debasis Padhy were the directors of the company. Considering the same, it is difficult to grant any relief to Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda and Mr. Debasis Padhy. 27. Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh and Mr. Debasis Padhy being ‘officers in default’ in terms of section 5 of the Companies Act, 1956, are held responsible for the violations committed by the company, as found above in this order. Therefore, the company and the aforesaid persons are liable for the consequences including refund of the subscription money to the allottees along with interest at 15% p.a. as mandated under section 73(2) of the Companies Act, 1956 read with rule 3(c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. 28. At this stage, it is noted from the replies of the noticees that Mr. Pradeep Kumar Singh and Mr. Sunil Kumar Panda (also referred as CEO of the company) are the main persons and are in the custody of CBI.

I note that the name of Mr. Sunil Kumar Panda has neither been mentioned in the interim order nor a show cause notice has been issued to him. In the interest of public investors, it is important to examine the role of Mr. Sunil Kumar Panda. Concerned department of SEBI is therefore advised to examine his role in the public issue of SOCD by the company and take appropriate action as deemed fit in accordance with law. 29. In view of the foregoing, I, in exercise of the powers conferred under sections 11(1), 11(4), 11A and 11B read with section 19 of the Securities and Exchange Board of India Act, 1992 and regulation 107 read with regulation 111 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, hereby issue the following directions: (i) Green India Infra Projects Limited [PAN: AADCG7271P] and its directors namely Mr. Pradeep Kumar Singh [PAN: BLRPS2551R], Mr. Panchanan Pradhan [PAN: AJHPP4713D], Mr. Trinath Panda [PAN: ANMPP5742R], Ms. Snehlata Singh [PAN: BWRPS8274E], Ms.

Suchitra Rani Panda [PAN: BEAPP1390H], Mr. Sandeep Kumar Singh [PAN: BMWPS8357K] and Mr. Debasis Padhy [PAN: AOBPP5858G] shall within a period of three months from the date of this order, jointly and severally refund the money collected through the issue of Secured Optionally Convertible Debentures to the allottees with interest at the rate of 15% per annum from the date of receipt of money till the date of such refund. (ii) Such refund shall be made only in cash through a Demand Draft or Pay Order. (iii) Green India Infra Projects Limited and its directors shall within fifteen days from the date of this Order submit to SEBI complete details of their assets (alongwith proofs thereof) certified by a peer reviewed Chartered Accountant. (iv) Green India Infra Projects Limited and its directors are permitted to sell assets of the company and deposit the sale proceeds in an Escrow Account opened with a nationalized bank. Such proceeds shall be utilized for the sole purpose of making refund/ repayment to the allottees till the full refund/ repayment as directed above is made. (v) Green India Infra Projects Limited and its directors shall issue a public notice, in all editions of one English national daily and one vernacular daily with wide circulation, detailing the modalities for refund, including details of contact persons including names, addresses and contact details, within fifteen days of this order.

(vi) Within seven days of completion of refund/ repayment as directed hereinabove, Green India Infra Projects Limited and its directors shall file a certificate of such completion with SEBI from two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. Such certificate shall be issued by the Chartered Accountants after verifying the relevant documents including bank accounts of the Noticees and satisfying themselves that the refund has actually been made. (vii) For the purpose of this order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India. (viii) Green India Infra Projects Limited and its directors/ promoters namely Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das [PAN: AJKPD9598H] are restrained from, directly or indirectly, accessing the capital market by issuing prospectus, any offer document or advertisement soliciting money from the public and are further prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly, in whatsoever manner for a period of four years or till the date of refund of money to the allottees, whichever is later.

(ix) Mr. Pradeep Kumar Singh, Mr. Panchanan Pradhan, Mr. Trinath Panda, Ms. Snehlata Singh, Ms. Suchitra Rani Panda, Mr. Sandeep Kumar Singh, Mr. Debasis Padhy and Mr. Sanjeeb Kumar Das are also restrained from associating themselves, with any listed public company and any public company which intends to raise money from the public, for a period of four years or till the date of refund of money to the allottees, whichever is later. (x) For the purposes of sub-paragraphs (viii) and (ix) the period of restraint shall be counted from the date of the interim order. 30. The interim order cum show cause notice dated March 04, 2015 is disposed off accordingly. The above directions are without prejudice to the right of SEBI to take any other appropriate action for the violations found in this case or to initiate any action in case of failure to comply with the above directions, in accordance with the provisions of applicable laws including the proceedings under the provisions of section 28A of the SEBI Act. 31. The order shall come into force with immediate effect. A copy of the order shall be served on the noticees to ensure compliance with the above directions.

A copy of this Order shall also be forwarded to the recognized stock exchanges and depositories for information and necessary action. 32. A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/ concerned Registrar of Companies, for their information and necessary action.

Date : October 28th, 2016 RAJEEV KUMAR AGARWAL Place : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA