Order in respect of Anurag Agarwal and Paksh Developers Pvt. Ltd - in the matter of Sterling Green Woods Limited

1. Securities and Exchange Board of India (“SEBI”) vide order dated July 05, 2016 had directed Paksh Developers Pvt. Ltd.(PDPL) and Mr. Anurag Agarwal (hereinafter collectively referred to as “acquirers” and individually by their respective names) to make a public announcement to acquire shares of Sterling Green Woods Limited (SGWL) in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the Takeover Regulations), within a period of 45 days from the date of the said order. The acquirers were further directed to pay, alongwith the applicable consideration amount, interest at the rate of 10% per annum from December 26, 2007 to the date of payment of consideration, to the shareholders who were holding shares in SGWL on the date of violation and whose shares are accepted in the open offer, after adjustment of dividend paid, if any, to them. 2. Vide letter dated August 01, 2016 (received by SEBI on August 18, 2016), the acquirers, through their authorised representative Mr. Shyam K. Shelat (Advocate), have made a common representation and have sought extension of time till October 31, 2016 to comply with the directions of the aforesaid order.

In the said letter, the authorised representative for the acquirers has submitted that Mr. Anurag Agarwal (who is also the Managing Director of PDPL) is bed-ridden and is recovering from a debilitating disease affecting his nervous system and therefore, not able to attend work. In support of the aforesaid submission, the authorised representative has also submitted a certified true copy of the certificate issued by Dr. Pranav Joshi, the medical practitioner treating Mr. Anurag Agarwal. 3. In this regard, it is pertinent to note that the violations in this matter pertain to the year 2007 and had the acquirers made the public announcement within a period of 4 days from September 20, 2007 in accordance with the Takeover Regulations and complied with all related activities within the timelines specified therein, all formalities with respect to their public announcement and the open offer would have been completed by December 26, 2007. Thus, already there is a considerable delay in making a public announcement by the acquirers so as to provide the exit opportunity to the shareholders of SGWL within statutory time limit specified in the Takeover Regulations.

It is also important to mention here that the timelines specified in the Takeover Order in the matter of Sterling Green Woods Ltd.

Regulations are mandatory since the charging provisions of regulation 10 are clothed with negative command and the SEBI Act and Takeover Regulations mandate consequential enforcement actions apart from direction to pay interest for the delay. In this case, the acquirers not only defaulted and failed to make the mandatory public announcement within the time stipulated in regulation 10 read with 14 of the Takeover Regulations, but also have not made the public announcement to acquire shares from the shareholders and pay consideration alongwith interest in terms of the order dated July 05, 2016. I am unable to give any relaxation in this regard on the health ground as the matter pertains to the interest of investors at large. 4. Further, the obligation to make the public announcement in this case was triggered on account of acquisition of 2 lakh shares of SGWL by PDPL on September 20, 2007. Mr. Anurag Agarwal, MD of PDPL, was person acting in concert (PAC) with PDPL at relevant time with regard to this acquisition. This case does not involve a sole acquirer whose incapacity makes the public announcement impossible within the time as claimed. The health of MD of PDPL, as claimed, does not preclude it to perform its functions, activities and to fulfill its obligations. In my view, PDPL could have very well started the process of making the public announcement at least on receipt of the order dated July 05, 2016 alognwtih Mr. Anurag Agarwal its PAC which they have failed despite sufficient time being given to them. 5. In view of the above, the request of Mr. Anurag Agarwal and Paksh Developers Pvt. Ltd. cannot be acceded to and accordingly they are directed to comply with the order dated July 05, 2016 immediately. SEBI reserves right to initiate appropriate enforcement action for default in this regard. Sd/-

DATE: SEPTEMBER 26TH, 2016 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA