Order in respect of Annex Infrastructure India Limited

WTM/RKA/EFD/162/2016 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 in respect of: 1) Annex Infrastructure India Limited, 2) Shri Prasenjit Mazumder, 3) Shri Asim Das, 4) Shri Nirmal Kr. Jha, 5) Shri Asit Kumar Majumder, 6) Shri Subrat Kr. Mazumder, 7) Shri Shantonu Roy and 8) Shri Rabin Kumar Mal. In the matter of issuance of Redeemable Preference Shares by Annex Infrastructure India Limited

1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted a preliminary examination into the issuance of Redeemable Preference Shares (hereinafter referred to as ‘RPS’) by Annex Infrastructure India Limited (hereinafter referred to as ‘AIIL’ or ‘the company’) with a view to ascertain the possible violations of the public issue norms stipulated under the Companies Act, 1956. Pursuant to the examination, SEBI passed an interim order dated June 24, 2015 (hereinafter referred to as “interim order”) against AIIL and its directors namely Shri Prasenjit Mazumder, Shri Asim Das, Shri Nirmal Kr. Jha, Shri Asit Kumar Majumder, Shri Subrat Kr. Mazumder, Shri Shantonu Roy and Shri Rabin Kumar Mal (hereinafter collectively referred to as “the noticees” and individually by their respective names) in view of the following: “… 4.3. iii… a. Under the Offer of Redeemable Preference Shares, it is observed that during the Financial Year 2012–13, AIIL allotted redeemable preference shares to 51 individuals/investors and admittedly mobilized an amount of `4.85 Lakhs (Table at para 3(v) of page 5). The number of investors to whom allotments were made under the Offer of Redeemable Preference Shares during the Financial Year 2012–13 alongwith the amount mobilized therein, would prima facie indicate that the number of persons to whom such Offer was made, was above the limit of forty– nine persons as prescribed under the first proviso to Section 67(3) of the Companies Act, 1956.

Order in respect of Annex Infrastructure India Limited and others.

b. The number of allottees and amount raised under the Offer of Redeemable Preference Shares during the Financial Years 2010–11, 2011–12 and 2012–13, have been collated solely from the documents submitted with the complaints received by SEBI, against AIIL. It is, therefore, very likely that the actual number of allottees and amount mobilized by AIIL under such Offer could be much more than the figures ….” 2. The following directions were issued against the noticees vide the interim order: “i. AIIL (PAN: AAICA1716G), shall not mobilize any fresh funds from investors through the Offer of Preference Shares 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. AIIL and its present Directors, viz. Shri Prasenjit Mazumder (DIN: 02828354; PAN: AKGPM9017P), Shri Asim Das (DIN: 02815409; PAN: ALNPD5607J) and Shri Nirmal Kr. Jha (DIN: 02828406 PAN: AGPPJ7304P), 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.

The past Directors of AIIL, viz. Shri Asit Kumar Majumder (DIN:02815370; PAN: ABGPM9614H), Shri Subrat Kr. Mazumder (DIN: 0300766 PAN: BCFPM0940P), Shri Shantonu Roy (DIN: 02815342; PAN: AISPR0927R) and Shri Rabin Kumar Mal (DIN: 02825221; PAN: BAYPM6700N), 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; iv. AIIL and its abovementioned past and present 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; v. AIIL shall provide a full inventory of all its assets and properties; vi. The abovementioned past and present Directors of AIIL shall provide a full inventory of all their assets and properties; vii. AIIL 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 Preference Shares, without prior permission from SEBI; viii.

AIIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Preference Shares, which are kept in bank account(s) and/or in the custody of AIIL; ix. AIIL and its abovementioned present Directors shall furnish complete and relevant information in respect of the Offer of preference shares (as sought by SEBI letter dated November 9, 2012 and August 1, 2014) including details of all its shareholders such as name, number of shares held, etc. within 21 days from the date of receipt of this Order.”

3. Vide the interim order, the noticees were also called upon to show cause as to why suitable directions/ prohibitions, under sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) including the following, should not be taken/ imposed against them: “i. Directing them jointly and severally to refund the money collected through the Offer of Redeemable Preference Shares along with interest, if any, promised to investors therein; ii. Directing them to not 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; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.”

4. The interim order advised the noticees to file their replies within 21 days from the date of its receipt and also to seek an opportunity of personal hearing. The interim order was forwarded to the noticees vide respective SEBI letters dated June 25, 2015. The noticees namely Shri Ashim Das, Shri Asit Kumar Majumder, Shri Shantonu Roy, Shri Rabin Kumar Mal vide letters dated July 15, 2015, July 17, 2015, July 15, 2015, July 11, 2015 respectively replied to the interim order. The replies in brief are as under:

i. Shri Ashim Das vide his letter dated July 15, 2015, submitted as under: a. AIIL was incorporated on December 09, 2009. He was the director of the company since its incorporation. Registrar of Companies (‘RoC’), West Bengal is in process of striking off the name of AIIL from its register. b. In pursuance to the main object of the company, 42,289 preference shares @ `1,000/- each were issued to the members of Annex Social Research and Development Society on March 31, 2011. As per the request of Annex Social Research and Development Society, AIIL had issued letters of allotment of RPS to its members. AIIL had never issued any share certificate to any members of Annex Social Research and Development Society. AIIL had never issued any preference share directly to the public at large. c. The Managing Director of AIIL namely Shri Prasenjit Mazumder was arrested on April 24, 2013, in connection with the criminal case number 250/13, Khardah P.S. He was released on March 22, 2014. During investigation of the said case, papers/ documents and registered office of AIIL were seized by police. Further, the bank accounts of the company were also frozen by police.

In the said case though he was never called for investigation by the police, he has been charge-sheeted. d. The registered office of the company was at a rented place. Pursuant to the direction of the Court, when Shri Prasenjit Mazumder with the help of police went to open the registered office of AIIL, it was found that the said premises is in possession and control of another person. It was found that during the period when the said office was under control of the police, the possession was forcefully taken by the landlord of the premises and the same was let out to third party, without the knowledge of police. Taking note of the same, the police suo moto registered a FIR and initiated a criminal case against the landlord. The same has also been intimated to the Court of A.C.J.M. Barrackpore by way of status report. The said report mentions that most of the articles and documents laying in the registered office of AIIL were missing. While submitting the above, Shri Ashim Das also submitted that all the properties and assets of AIIL were seized by the Police and the same are now in the custody of the Court of A.C.J.M.

Barrackpore. He requested for reasonable time to collect the certified true copies of all the documents from the Court of A.C.J.M. Barrackpore.

ii. Shri Rabin Kumar Mal and Shri Asit Kumar Majumder vide letters dated July 11, 2015 and July 17, 2015 respectively, submitted as under: a. AIIL was incorporated on December 09, 2009. They were the directors of the company since its incorporation. Registrar of Companies (‘RoC’), West Bengal is in process of striking off the name of AIIL from its register. b. They were not the whole time directors of AIIL and have not received anything during their respective tenures in the company. c. Rabin Kumar Mal had resigned from the company on May 24, 2010. d. Asit Kumar Majumder resigned from the company on February 26, 2013, with a certificate of no liability with regard to the business and affairs of AIIL. His resignation was approved by the Board of AIIL on February 26, 2013.

iii. Shri Shantonu Roy vide his letter dated July 15, 2015 inter alia submitted as under: a. Prior to his joining the company on December 09, 2009, he was a private tutor and was also in tourism business. Shri Prasenjit Mazumder offered him to work for AAIL, on knowing his knowledge about tourism business. b. Later, he was appointed as a director of AAIL on reference of Shri Prasenjit Mazumder for handling the proposed tourism business in Doars and Sikkim. c. He had neither signed any documents in the capacity as a director of the company nor attended any meeting. He had never visited the registered office of AIIL at Kolkata. d. He had submitted his resignation on February 21, 2011 to Shri Prasenjit Mazumder.

5. SEBI proceeded further and granted an opportunity of personal hearing to the noticees on September 07, 2016. The scheduled date was communicated to the noticees vide letter dated July 29, 2016. The same was also communicated vide public notice dated August

23, 2016, in the newspapers namely ‘Times of India’, ‘Anandabazar Patrika’ and ‘Lokmat’. Vide the public notice the noticees were also advised to file their replies before the date of personal hearing. 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 material available on record.

6. On the date fixed for personal hearing i.e. September 07, 2016, Shri Prasenjit Mazumder, Shri Asit Kumar Majumder and Shri Rabin Kumar Mal appeared in-person and made submissions. Shri Rabin Kumar Mal filed written submissions which were in reiteration of his reply dated July 15, 2015. Shri Prasenjit Mazumder also made written submissions vide his letter dated September 07, 2016, which were taken on record. Other noticees failed to make appearance in the personal hearing. Accordingly, the proceedings were concluded and the matter was proceeded further.

7. The submissions of Shri Prasenjit Mazumder made vide letter dated September 07, 2016, in brief, as under: a. Due to his arrest (in case number 250/13 of Khardah Police Station North) in the month of April 2013, he has no documents and related articles of AIIL. All the articles and documents were inside the registered office of the company, at the time of its sealing by the police. b. On orders from the Court of A.C.J.M, Barrackpore, when the investigating office of Khardah Police Station visited the registered office of AIIL, it was found that the seal on the office door was broken and another company was operating from the premises. The articles and documents of AIIL were also found missing. For the said reason, he is unable to find the actual shareholders of AIIL. c. He is willing to clear the actual liability from the assets in the name of AIIL, however, he is not able to do the same as all the asset deeds of the company were seized.

8. Thereafter, Shri Prasenjit Mazumder vide his e-mail dated September 14, 2016, requested for thirty days’ time for making further submissions. The request was acceded to. Shri Prasenjit Mazumder vide his e-mail dated October 15, 2016, while reiterating his earlier submissions, submitted as under: a. All the documents/ articles related with the company, were seized by Khardah Police Station in case no. – 250/13 from its registered office i.e. 122A, Southern Avenue, 3rd Floor, Kolkata – 700029. b. On getting bail, he went to the registered office of the Company along with the Police and order of ACJM Barakpore and found that the lock was broken. Police while seizing had left various articles inside the office premises. In that respect, the Police has registered a case against the landlord (Lake P.S case no. – 329/14 dated June 18, 2014) and the same has also been reported to the ACJM Barakpore. c. He is not able to find the actual liability and presently CBI investigation is going on in the matter. d. As per his knowledge the company had given the shares to the Annex Social Research and Development Society. The said society then distributed the shares to its members. It has been said that the persons who have claimed before SEBI may be the members of the society. e. The company had no associate members/ agents. f. The company has various fixed assets, from which the company would be able to pay the actual liability to the investors. However, all the assets were seized and the bank account were also frozen.

9. I have considered the interim order, the replies filed by the respective noticees and the material available on record. The prima facie findings made in the interim order are undisputed as the noticees have not filed their response on merits. As per the interim order, AIIL vide its letter dated December 17, 2012 had admitted of issuing 52,789 RPSs during the financial year 2010-2011. Shri Prasenjit Mazumder and Shri Ashim Das in respective submissions has stated that the company had issued letters of allotment of RPS to the members of Annex Social Research and Development Society on March 31, 2011. The details of the allotment of RPS as provided by the company vide its letter dated December 17, 2012 and also detailed in the interim order are as under: Table A S. No. Date of Name of No. of Face Amount Allotment Allottee Shares Value (` ) 1. 30/04/2010 2500 2500000 2. 31/05/2010 4289 4289000 3. 30/06/2010 5000 5000000 Annex Social 4. 31/07/2010 5000 5000000 Research and 1000 5. 31/08/2010 4000 4000000 Development 6. 01/10/2010 5000 5000000 Society 7. 02/11/2010 5000 5000000 8. 30/11/2010 5000 5000000 9. 31/12/2010 5000 5000000 10. 31/01/2011 4000 4000000 11. 28/02/2011 4000 4000000 12. 30/03/2011 4000 4000000 52789 52789000 10. The interim order notes that SEBI had received certain complaints along with the copies of the ‘letter of allotment’. An analysis of the same reveals that the company had issued RPS to investors, details of which are provided below –

Table B Details of RPS issued by AIIL S. No. Holders Name* Certificate No./ Issue No. of Face Redemption Redemption Application No. Date Shares Value(`) Date Value(` ) During Financial Year 2010–11 1. Basana Rani Das 14102 25.10.2010 100 1000 08.09.2015 100000 2. Rinku Saha 37046 25.10.2010 4 1000 06.09.2015 8000 3. Sanjoy Paul 18980 29.09.2010 1 1000 17.07.2024 10000 4. Prava Dey 11149 05.06.2010 5 1000 23.04.2015 10000 5. Dipa Sarkar 36638 25.10.2010 20 1000 15.06.2013 20000 6. Sikha Das 36639 25.10.2010 20 1000 15.09.2013 20000 During Financial Year 2011–12 1. Ajit Kumar Das 61378 06.03.2012 2 1000 31.01.2026 20000 2. Ajit Kumar Das 33274 13.10.2011 1 1000 02.08.2025 10000 3. Dipa Sarkar 60532 06.03.2012 1 1000 30.01.2026 10000 4. Nipa Roy 60524 06.03.2012 2 1000 30.01.2026 20000 5. Prasenjit Das 60830 03.02.2012 1 1000 13.01.2026 10000 6. Prasenjit Das 34705 07.01.2012 2 1000 15.11.2025 20000 7. Koushik Das 60776 07.01.2012 2 1000 11.11.2025 20000 8. Manju Ghosh 34822 07.01.2012 1 1000 11.11.2025 10000 9. Kalpana Ghosh 60777 07.01.2012 1 1000 11.11.2025 10000 10. Kali Dasi Naiya 36866 07.01.2012 3 1000 21.11.2016 6000 11. Susanta Ghosh 34821 07.01.2012 2 1000 11.11.2025 20000 12. Susanta Ghosh 60775 07.01.2012 1 1000 11.11.2025 10000 13. Soma Dey 37045 05.11.2011 5 1000 07.09.2016 10000 14. Sikha Das 60312 05.11.2011 10 1000 14.09.2016 20000 15. Manoj Kumar Das 18543 05.11.2011 1 1000 03.09.2025 10000 16. Swapna Dey 35126 13.10.2011 1 1000 23.08.2025 10000 17. Dilip Das 33272 13.10.2011 1 1000 23.08.2025 10000 18. Sumana Das 33293 13.10.2011 5 1000 23.08.2025 50000 19. Satya Ranjan Das 35453 21.05.2011 100 1000 16.04.2014 100000 20. Satya Ranjan Das 35452 21.05.2011 100 1000 16.04.2014 100000 21. Ruma Singh Roy 35307 21.05.2011 4 1000 15.04.2016 8000 22. Dilip Paul 32580 21.05.2011 5 1000 15.04.2025 50000 23. Moriyan Bibi 35124 21.05.2011 3 1000 15.04.2016 6000 24. Moriyan Bibi 35079 24.04.2011 1 1000 08.03.2016 2000 25. Dipa Sarkar 60314 05.11.2011 5 1000 14.09.2016 10000 26. Dipa Sarkar 60301 03.02.2012 10 1000 20.12.2016 20000 27. Sikha Das 60313 03.02.2012 10 1000 20.12.2016 20000 28. Nilaj Rajbanshi 33270 13.10.2011 1 1000 08.05.2025 10000 29. Rama Biswas 33284 05.11.2011 5 1000 15.09.2025 50000 30. Sikha Das 60315 03.02.2012 10 1000 20.12.2016 20000 31. Jeet Sarkar 60302 06.03.2012 1 1000 30.01.2026 10000 32. Sikha Das 60313 06.03.2012 10 1000 30.01.2017 20000

33. Tapati Majumder 60742 07.01.2012 25 1000 11.02.2025 250000

11. The interim order further notes that the company had allotted RPS to atleast 51 allottees and mobilised funds to the tune of `4.85 lakh during the financial year 2012-2013. 12. I note that the company has not provided the complete details of allottees of RPS and the directors have merely stated that the securities were allotted to Annex Social Research and Development Society. Shri Ashim Das in his submissions has also stated that AIIL had issued letters of allotment of RPS to the members of Annex Social Research and Development Society. The interim order has categorically stated that the number of allottees and the amount mobilized as noted therein were from the complaints received. The interim order also noted that the company has not filed its Annual Return or Balance Sheet for the financial years 2010–11, 2011-12 and 2012-13. In view of the above facts, it can be inferred that the actual number of allottees of RPS of AIIL and the amount mobilized would be much more than the indicated figures.

13. From the above, it can be concluded that the company had issued RPS to more than 49 persons. Considering the available facts and the conduct of the noticees in not providing the information, I find no reason to differ with the observation made in the interim order that the company made a ‘public issue’ of RPS in terms of first proviso to section 67(3) of the Companies Act, 1956. As the issuance of RPS 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. Accordingly, I find the company guilty of violating the aforesaid provisions of law and therefore liable for the consequences of such default.

14. The interim order was issued against the directors of the company namely Shri Prasenjit Mazumder, Shri Asim Das, Shri Nirmal Kr. Jha, Shri Asit Kumar Majumder, Shri Subrat Kr. Mazumder, Shri Shantonu Roy and Shri Rabin Kumar Mal. The details of the appointment and resignations of directors of the company are as under: Table B Name Date of Appointment Date of Cession Shri Prasenjit Mazumder 09/12/2009 Continuing as director Shri Asim Das 09/12/2009 Continuing as director Shri Nirmal Kr. Jha 09/12/2009 Continuing as director Shri Asit Kumar Majumder 09/12/2009 26/02/2013 Shri Subrat Kr. Mazumder 05/05/2010 26/02/2013 Shri Shantonu Roy 09/12/2009 22/02/2011 Shri Rabin Kumar Mal 09/12/2009 26/06/2010

15. I note that the company had offered and issued equity shares during the financial years 2010-11 [the date of first allotment of RPS as per the details submitted by the company is April 30, 2010], 2011-12 and 2012-13. Section 56 of the Companies Act, 1956 imposes the liability for the compliance, on the company, every director, and persons responsible for the issuance of the prospectus. The liability of the company to repay under section 73(2) of the Companies Act, 1956, is continuing and the same continues till all the repayments are made to the investors/ public. Therefore, the directors who were present during the period when the company had made the offer and allotted equity shares shall be liable for violation of sections 56, 60 and 73 of the Companies Act, 1956 including the default in making refunds as mandated therein. As the liability to make repayments under section 73(2) of the Companies Act, 1956 is a continuing liability, the persons who joined the company’s Board pursuant to the offer and allotment of equity shares shall also be liable if the company and the concerned directors have failed to make refunds, as mandated under the discussed provisions of law. 16. As found hereinabove, the issue of RPS by AIIL were “public issue” and in respect thereof, the applicable provisions of the Companies Act, 1956 were not complied by AIIL. The board of directors of AIIL at the time of the above mentioned issues of RPS, being in control of the affairs of SCL, was under an obligation to ensure that the issues were in compliance with all the applicable provisions of the Companies Act, 1956, SEBI Regulations and other applicable laws.

17. Shri Asit Kumar Majumder, Shri Shantonu Roy and Shri Rabin Kumar Mal have made common submission that they have resigned from the company. However, as they were in the board during the period when offer and issuance of RPS was done, they cannot escape the liability. Shri Asit Kumar Majumder has also argued that he had resigned with a certificate of no liability with regard to the business and affairs of AIIL. In this regard, I note that he was the director of the company during the relevant period of time and he was jointly and severally liable to make such payments to the investors and also liable for action for default. As the liability of making refunds is a statutory liability, the same cannot be waived off by certificate of no liability. Considering the same, it is difficult to grant any relief to Shri Asit Kumar Majumder.

18. In my view, Shri Prasenjit Mazumder, Shri Asim Das, Shri Nirmal Kr. Jha, Shri Asit Kumar Majumder, Shri Subrat Kr. Mazumder, Shri Shantonu Roy and Shri Rabin Kumar Mal as on the date of the above mentioned issuances of shares were instrumental in formulation of a plan to mobilize public funds without complying with the public issue norms. Therefore, all the above persons being officers in default, in terms of section 5 of the Companies Act, 1956, are responsible for the contravention committed by the company as found above and liable for the consequences of such default. The non-consequence of the aforesaid violations is refund of the subscription money by the company and its directors to the allottees along with interest under section 73(2) of the Companies Act, 1956. In this regard, I further note that in terms of rule 4D of the Companies (Central Government's) General Rules and Forms, 1956 read with rule 3(c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the rate of interest prescribed in this regard is 15%. 19. I, therefore, find that Shri Prasenjit Mazumder, Shri Asim Das, Shri Nirmal Kr. Jha, Shri Asit Kumar Majumder, Shri Subrat Kr. Mazumder, Shri Shantonu Roy and Shri Rabin Kumar Mal are responsible for the acts and omissions of AIIL in this case. Shri Prasenjit Mazumder in his submissions dated September 07, 2016 and October 15, 2016, has submitted that the police had seized the documents/ articles pertaining to the company, therefore, he is not able to ascertain the exact liability arising out the offer and issue of RPS. He is at liberty to seek permission from the concerned police station to take copies of relevant records including RPS holder details. The noticees would also be required to make a public notice to inform the investors that they may approach for receiving the refunds.

20. 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) The noticees i.e. Annex Infrastructure India Limited [PAN: AAICA1716G] and its Directors, viz. Shri Prasenjit Mazumder [PAN: AKGPM9017P], Shri Asim Das [PAN: ALNPD5607J], Shri Nirmal Kr. Jha [PAN: AGPPJ7304P], Shri Asit Kumar Majumder [PAN: ABGPM9614H], Shri Subrat Kr. Mazumder [PAN: BCFPM0940P], Shri Shantonu Roy [PAN: AISPR0927R] and Shri Rabin Kumar Mal [PAN: BAYPM6700N] shall within a period of three months from the date of this order, jointly and severally refund the money collected through the issue of Redeemable Preference Shares 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) Annex Infrastructure India 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) Annex Infrastructure India 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. (v) Within seven days of completion of refund/ repayment as directed hereinabove, Annex Infrastructure India 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. (vi) 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. (vii) Annex Infrastructure India Limited and its directors shall utilize the assets of the company for the sole purpose of making the refund/ repayment to the allottees of the Redeemable Preference Shares till the full refund/ repayment as directed hereinabove is made.

As it is submitted that the assets and the bank accounts of the company have been seized by the police, the company/ its directors are at liberty to approach the concerned authorities/ Hon’ble Court for suitable relief for release of assets/ bank accounts for the purpose of repayments. Annex Infrastructure India Limited may inform SEBI on a regular basis regarding the steps taken, if any, in this regard. (viii) SEBI shall take up the matter with the concerned authorities/ Hon’ble Court for the following: - to bring the present order to the notice of Police/ Hon’ble Court for recording the liability of the company to its investors who had subscribed to RPS; - to get the complete details of the proceedings initiated against the company and its directors along with the details of assets and accounts seized; - request to inform SEBI before releasing any of the seized assets/ bank accounts of the company. (ix) Annex Infrastructure India Limited and its directors namely Shri Prasenjit Mazumder, Shri Asim Das, Shri Nirmal Kr. Jha, Shri Asit Kumar Majumder, Shri Subrat Kr. Mazumder, Shri Shantonu Roy and Shri Rabin Kumar Mal 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 of the Redeemable Preference Shares, whichever is later.

(x) Shri Prasenjit Mazumder, Shri Asim Das, Shri Nirmal Kr. Jha, Shri Asit Kumar Majumder, Shri Subrat Kr. Mazumder, Shri Shantonu Roy and Shri Rabin Kumar Mal 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/ holders of Redeemable Preference Shares, whichever is later. (xi) For the purposes of sub-paragraphs (viii) and (ix) the period of restraint shall be counted from the date of the interim order. 21. The interim order cum show cause notice dated June 24, 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. 22. 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 recognised stock exchanges and depositories for information and necessary action.

23. 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 27th, 2016 RAJEEV KUMAR AGARWAL PLACE : MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA