Order in respect of Just-Reliable Projects India LimitedSAT Appeal No.151/2017,152/2017,312/2017]

WTM/PS/66/ERO/IMD/OCT/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In respect of – 1. Just-Reliable Projects India Limited (CIN-U45400WB2009PLC140276;PAN- AACCJ2827P) and its Directors, namely, 2. Mr.SwarupDutta (DIN-02498000; PAN-AGWPD2748J), 3. Mr. SumantaGorai (DIN-02946871;PAN-AGMPG1547N), 4. Mr. Susanta Ghosh (DIN-05185974;PANAEXPG6206P), 5. Mr. Sukanta Dutta (DIN-05235908; PAN-AKEPD8763F), 6. Mr. KoushikBej (DIN-05236482;PAN-APSPB6232N), 7. Mr. NajibSeikh (DIN-05241253;PAN-AYLPS8955R), 8. Mr. Anjan Jana (DIN-05247414;PAN-AHRPJ8186A), 9. Mr. Kanwal Prakash Singh (DIN-02869631; PAN-BVPPS9888H), 10. Mr. Gajender PalSingh (DIN-02869599; PAN-BESPS7926C), 11. Mr. Sandip Dutta (DIN-02647739; PANAFVPD8603A), 12. Mr. Virender Kumar (DIN-02487133; PAN-AJUPK8288M) and 13. Mr. Niladri Chakraborty (DIN-02946893; PAN-AEZPC3674D)

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI"), vide an interim ex-parte Order dated December 16, 2014 (hereinafter referred to as "the interim order") had observed that the company, Just-Reliable Projects India Limited (hereinafter referred to as "JRPIL" or "the Company") is prima facie engaged in fund mobilising activity from the public, by its offer and issue of Redeemable Preference Shares (hereinafter referred to as "RPS") and had allegedly violated the provisions of sections 56, 60 read with section 2(36), 73 of the Companies Act, 1956 read with Section 465 of the Companies Act, 2013. In order to protect the investors who have subscribed to the impugned offer and issue of RPS and to ensure that the Company and its directors are restrained from carrying on with their fund mobilizing activity, SEBI had issued the following directions:

“17. In view of the foregoing, I, in exercise of powers conferred upon me under Sections 11(1), 11(4), 11A and 11B of the SEBI Act, hereby issue the following directions: a) JRPIL shall not mobilize any further funds from investors through the issue of RPS or through the issue of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further orders; b) JRPIL (CIN- U45400WB2009PLC140276; PAN-AACCJ2827P) and its Directors viz. Shri Swarup Dutta (DIN-02498000; PAN-AGWPD2748J), Shri SumantaGorai (DIN- 02946871;PAN- AGMPG1547N), Shri Susanta Ghosh (DIN-05185974;PANAEXPG6206P), Shri Sukanta Dutta (DIN-05235908; PAN-AKEPD8763F), Shri KoushikBej (DIN-05236482;PAN-APSPB6232N), Shri NajibSeikh (DIN-05241253;PANAYLPS8955R), Shri Anjan Jana (DIN-05247414;PAN- AHRPJ8186A), Shri Kanwal Prakash Singh (DIN-02869631; PAN-BVPPS9888H), Shri Gajendra Pal Singh (DIN-02869599; PAN-BESPS7926C), Shri Sandip Dutta (DIN-02647739; PAN- AFVPD8603A), Shri Virendra Kumar (DIN-02487133; PAN-AJUPK8288M) and Shri Niladri Chakraborty (DIN-02946893; PAN-AEZPC3674D) 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; c) JRPIL and the abovementioned Directors are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; d) JRPIL and its abovementioned Directors shall provide a full inventory of all its assets and properties; e) JRPIL and its Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the issue of RPS, without prior permission from SEBI; f) JRPIL and its Directors shall not divert any funds raised from the public at large through the issue of RPS, which are kept in bank account(s) and/or in the custody of JRPIL; g) JRPIL and its Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information, as sought vide SEBI letters dated November 01, 2013, November 28, 2013 and January 30, 2014.

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

19. The prima facie observations contained in this Order are made on the basis of the material available on record i.e. the complaint received by SEBI and information obtained from the 'MCA 21 Portal'. In this context, JRPIL and its Directors may, within 21 days from the date of receipt of this Order, file their reply, if any, to this Order and may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

20. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against JRPIL and its abovementioned Directors, in accordance with law.”

2. Copies of the interim order were forwarded to the Company and above said directors vide individual SEBI letters dated December 17, 2014. For the sake of convenience, the Company and its 12 directors named in the interim order are collectively referred to as “the noticees” and individually by their respective names. Noticees, Mr. Gajendra Pal Singh and Mr. Virendra Kumar shall be read as Mr. Gajender Pal Singh and Mr. Virender Kumar respectively. The above said SEBI letters were delivered on noticees- Ms. Niladrai Chakraborty, Mr. SumantaGorai, Mr. Anjan Jana, Mr. Susanta Ghosh, Mr. Virender Kumar, Mr. Gajender Pal Singh and Mr. Kanwal Prakash Singh. However, the SEBI letters had returned undelivered with respect to the following persons: Noticee Remark with date Company Left – 19.12.2014 Sukanta Dutta, Swarup Dutta, Door locked Intimation Served. Deposit for 7 days. – 19.12.2014 Sandip Dutta Not claimed hence return to sender – 26.12.2014 NajibSekh, KousikBej Addressee moved/Left without (informing) address - 20.12.2014

SEBI had also placed the interim order on its website and also made a Press Release regarding the interim order.

3. Mr. Virender Kumar filed his reply dated January 08, 2015 (received on January 27, 2015). Mr. Kanwal Prakash Singh filed his undated reply received in SEBI on January 12, 2015. Mr. Gajender Pal Singh also filed his reply dated January 06, 2015.

4. In view of the fact that majority of the SEBI letters forwarding the copy of the interim order had returned undelivered, SEBI made a Public Notice (in newspapers) on April 14, 2015 in „Ananda Bazar Patrika‟ and on April 15, 2015 in „Times of India‟informing the noticees that a final opportunity of personal hearing was afforded to them on April 22, 2015 and advised them that failure to appear on the said date would result in SEBI proceeding ex-parte in the matter on the basis of material available on record.

5. In the personal hearing held on April 22, 2015 – (a) Mr. Soubhik Chakraborty and Mr. JagatCharan Ghosh, Advocates, represented the Company, Kanwal Prakash Singh, Sandip Dutta, SwarupDatta, Gajender Pal Singh, Sukanta Dutta and Susanta Ghosh. The advocates represented that they were engaged on short notice and requested time of around 4 weeks to submit reply/documents. The request was allowed.

(b) Noticee,Virender Kumar appeared along with his representative, Mr. Shyamal Kumar Biswas. The noticee filed his reply dated April 22, 2015 and reiterated the submissions made therein.

(c) Noticees,NajibSekh, Niladri Chakraborty, SumantaGorai and Anjan Jana were represented by Mr. Padmanava Biswas, Mr. Arindam Mukherjee, Mr. DebdasDatta and Mr. Sayontan Chowdhury respectively. Written submissions were filed on behalf of these noticees. As the advocates requested for the copy of the complaint referred to in the interim order, SEBI was directed to furnish the same. Liberty was granted to them for filing their submissions if any, with respect to the complaint within a period of 15 days.

(d) All the above noticees were directed to provide the correct and complete address to SEBI for correspondence.

The personal hearing was concluded.

6. Submissions of the noticees:

Submissions of Mr. Virender Kumar(vide reply dated January 08, 2015 and April 22, 2015): (a) He along with Mr. Swarup Dutta and some persons from West Bengal and some persons from Delhi arrived at a consensus to setup a business. (b) He handed over all signed documents and Rs.2,00,000/- at Delhi as his contribution to join as Director cum Promoter at the time of incorporation of the Company. (c) The Company was duly incorporated on December 16, 2009.

(d) He does not have any past business exposure and do not have any knowledge about company law. Being influenced and motivated by Mr. Swarup Dutta to set-up their own business, he joined in the formation of the Company. (e) Within a few weeks, the noticee understood that his decision was wrong as it was not feasible to co-ordinate/run the business in West Bengal while staying in Delhi. The matter was discussed with Mr. Swarup Dutta over telephone and wrote his resignation and also asked him to repay his contribution of Rs.2 lakh. (f) Mr. Swarup Dutta was not ready to repay the said amount but agreed to pay a sum of Rs.1 lakh. Due to the noticee‟s financial requirement, he agreed to his terms and received Rs. 1 lakh in his IDBI Bank Account. On demand for a fresh resignation letter, the noticee submitted his resignation letter with date as March 29, 2012 and the same was filed with RoC. (g) In his tenure as a director, the noticee tried to know about the Company and called Mr. Swarup Dutta, who informed the noticee that the Company was not functioning. The noticee never visited the Company‟s office. (h) The noticee never received any notice of Board Meeting, AGM, EGM nor attended any meeting either as a shareholder or director of the Company. He did not even receive the Annual Report of the Company. (i) The noticee was totally ignorant about the business activity of the Company and came to know of the issue of RPS only through the SEBI letter and is totally ignorant about the same. (j) The noticee did not sign in any document except the document for incorporation of the Company at Delhi. (k) The noticee submits that he was not a signatory in any Bank account nor consented to open any bank account. (l) The noticee requested SEBI to remove his name from the list of defaulters.

Submissions of SumantaGorai (a) This noticee is a director in the Company. However, he was neither a founding director nor a full time director. (b) The Company was incorporated on December 16, 2009 with the following directors – Swarup Dutta, Virender Kumar, NajmulHodaNajmi, Prashant Kumar Bhatt, Sandip Dutta, Gajender Pal Singh, Kanwal Prakash Singh.

(c) The noticee joined the Company as an agent in October 2010 and that during such time, Mr. Swarup Dutta and Sandip Dutta made a representation to the noticee that if he invests Rs.10 lakh in the Company, his investment would double in forty months and that he would be elevated to the position of a director. Based on such representationand being convinced by Mr. Swarup Dutta, the noticee approached his father, Mr. GurudasGorai, who invested Rs.10 lakh in the Company. No receipt was given for such investment. However, an agreement was made on a stamp paper which was subsequently notarized on July 16, 2011 at Bankura. Subsequently, on May 05, 2012, Mr. Swarup Dutta appointed this noticee as a director in the Company with DIN- 02946871, without digital signature on monthly payment basis. (d) The noticee was working in the Company and was given the work of issuing cheques (as signatory) as per the instructions of Swarup Dutta and Sandip Dutta. (e) Subsequently, Swarup Dutta defaulted in making repayment to the noticee‟s father and as disputes arose, the noticee stopped working for the Company on September 02, 2013 and gave his resignation to Swarup Dutta.

Though the said resignation was accepted, he did not give any receipt and did not update the same till now as gathered from the SEBI Order. (f) The noticee was never aware about the affairs of the Company and was merely a „sleeping paid director of the Company‟. (g) Mr. Swarup Dutta and Sandip Dutta were „all in all‟ in the Company from its incorporation and never revealed any information regarding the financial affairs, assets and properties of the Company as well as mobilization of the funds of the Company. Therefore, the noticee is not able to furnish information regarding the related queries of SEBI. (h) During the tenure of directorship of the noticee, Mr. Swarup Dutta had taken signatures of the noticee in many papers without furnishing copies of those papers. (i) The noticee does not know of any legitimate and illegitimate fund raising activities of the Company and has no knowledge whether any investors were defrauded. It is a fact that Mr. Swarup Dutta/Company did not return a single rupee to the noticee‟s father and that in good faith that the money would be returned, the noticee or his father did not file any case against Swarup Dutta or the Company.

(j) The noticee tried several times to correspond with Swarup Dutta and his brother, Sandip Dutta. Meanwhile, they had closed the office situated at Durgapur. They also failed to provide their exact address to the noticee.

(k) Given the above facts and circumstances, the noticee is not in a position as a director. However, he is willing to abide by the directions whichever is applicable to him. (l) The noticee is ready to co-operate/assist SEBI in future also if such assistance is required. In view of his submissions and the nature of his involvement with the Company, the noticee requested SEBI to discharge him from liability and set-aside the interim order.

Submissions of Niladri Chakraborty:

(a) The noticee admitted that he was a director in the Company. He however contended that he was neither the founding director nor a full time director. (b) He had initially joined the Company as an agent on April 20, 2010. After a year of his joining, Swarup Dutta and Sandip Dutta (who were the founding directors of the Company as per his information) informed the noticee that there was a requirement of director in the Company and the remuneration for the same was Rs.16,000/- per month. Subsequently, Swarup Dutta appointed the noticee as a director with DIN-02946893, without any digital signature on monthly payment basis. (c) The noticee was given the work of issuing certificates on behalf of the Company as per instructions of Swarup Dutta and Sandip Dutta. (d) Though the noticee requested Swarup Dutta and Sandip Dutta to show him the details of the Company‟s business, such details were not divulged. When the noticee had pressurized them to share the details, they suggested him to resign from the position of director. Thereafter, the noticee handed over his resignation to Swarup Dutta and since then the noticee had no relation with the affairs of the Company. (e) The noticee submitted that he was never aware of the affairs of the Company and that Swarup Dutta and Sandip Dutta were in-charge of all affairs of the Company. They did not reveal any information regarding the financial affairs, assets and properties of the Company. Therefore, the noticee was unable to furnish information regarding the queries of SEBI. (f) During his tenure as a director, Swarup Dutta used to take signatures of the noticee in many documents without furnishing any copies. (g) The noticee does not have any idea regarding the legitimate and illegitimate fund raising activities of the Company and has no knowledge whether any of its investors were defrauded or not.

(h) The noticee is ready to co-operate/assist SEBI in future also if such assistance is required. In view of his submissions and the nature of his involvement with the Company, the noticee requested SEBI to discharge him from liability and set-aside the interim order.

Submissions of NajibSeikh (a) This noticee made submissions similar to that of noticee, Niladri Chakraborty. (b) The noticee was appointed as a director in the Company on March 29, 2012, having been appointed by Swarup Dutta with DIN-05241253 without any digital signature, on monthly payment basis. (c) The noticee resigned during the middle of 2013 and that Swarup Dutta did not co-operate with respect to processing the resignation as per rules and regulations under the Companies Act. The noticee submitted his resignation letter to the RoC on April 18, 2014 (a copy was enclosed with reply) which was duly received by the said authority. (d) It is contention of the noticee that since middle of 2013, he has no relation with the affairs of the Company.

Submissions of Anjan Jana: This noticee made submissions on the line of submissions made by noticee, NajibSeikh. He submitted that he was appointed a director in the Company by Swarup Dutta on April 05, 2012 with DIN-052474114. He also submitted that he resigned during the middle of 2013 and since then has no connection with the Company.

Submissions of Gajender Pal Singh and Kanwal Prakash Singh:

The above noticees vide separate letters received in January 2015 inter alia made the following submissions: (a) Noticee,GajenderPal Singh was a friend of Virender Kumar. The said Virender Kumar represented that he was a good friend of Swarup Dutta and that he would introduce them to Swarup Dutta and that they can come together and open a Company and mobilize money from investors and make them shareholders and on becoming shareholders, they would receive good interest.

(b) On stating that they do not know about the functioning of a company due to lack of experience, Virender Kumar and Swarup Dutta assured the noticees (i.e. Gajender Pal Singh and Kanwal Prakash Singh) that they knew how to run a company as they operate other companies. (c) Noticees were advised to pay Rs.5.5 lakh and become directors of the Company. The noticees were assured by Virender Kumar and Swarup Dutta that like the noticees there were other persons who were also investing in the Company. (d) On demanding receipts for the Rs.11 lakh invested in cash by the noticees, Swarup Dutta and Virender Kumar did not issue receipts stating that receipts are not required as the noticees have become directors/shareholders in the company. (e) Thereafter, the Company was incorporated during 2009-2010. CIN and PAN of the Company was mentioned along with the registered office (at C-13, Tagore Park, Naskarhat, Kolkata- 700039). (f) Swarup Dutta, Virender Kumar, NajmulHodaNajmi, Sandip Dutta, Prasun Kumar, Prashant Kumar Bhat,Gajender Pal Singh, Kanwal Prakash Singhand Manish Kumr became directors in the Company.

(g) Though Swarup Dutta represented that all directors would be consulted regarding business of the Company, he did not do so. He had opened bank account and increased the share capital of the Company without discussing the same with the other directors. These noticees became aware of these details from the MCA-21 portal. (h) Though the noticees tried contacting Swarup Dutta, there was no response. The letter dated June 18, 2010 issued by the noticees to Swarup Dutta informing the lapses returned undelivered as Swarup Dutta refused to accept. (i) The noticees also came to know that other directors – NajmalHodaNajmi and Prashant Kumar Dutta were also upset with the manner of functioning of Swarup Dutta and also wanted to issue letters to Swarup Dutta informing that the company was being operated without their consent. Therefore, the noticees added the names of Najmul Huda Najmi and Prashant Kumar Bhatt and issued another letter dated June 22, 2010 (contents similar to previous letter dated June 18, 2010) to Swarup Dutta. This letter too returned undelivered as refused by Swarup Dutta.

(j) As information regarding the Company was not forthcoming, the noticees reached Kolkata and resigned from their position as directors and asked Swarup Dutta to return their investment of Rs.11 lakh. While accepting resignation, Swarup Dutta took their signatures in a few pre-printed forms, stamp papers and blank papers stating that the resignations would be accepted after fulfilling the requirements. As regards their money, the noticees were told to contact Virender Kumar. The noticees reached Delhi and were told by Virender Kumar that he did not receive money from Swarup Dutta. Though they visited Kolkata again, they did not get their money back. (k) With respect to the SEBI letter dated December 17, 2014, the noticees submitted that Swarup Dutta did not inform them regarding the activities carried out by the Company and that on finding the activities of the Company were suspicious, the noticees had resigned. (l) The noticees also contended that they have no relation with the Company as all information and affairs were managed by Swarup Dutta and therefore SEBI should seek information only from Swarup Dutta and Virender Kumar.

(m) The noticees also submitted that the present directors – Swarup Dutta, SumantaGorai, Sushanta Ghosh, Sukanta Dutta, KousikBej, NajibSeikh and Anjan Jana were managing the affairs of the Company and therefore may provide information. (n) The noticees requested the refund of the sum of Rs.11 lakh by the Company and the matter may be referred to the Station Officer of Shakarpur Police Station.

7. It is noted from records that noticees, namely, Company, Sandip Dutta, SwarupDatta, Sukanta Dutta and Susanta Ghosh, did not file any submissions till date, though they were allowed to submit their reply/documents in the personal hearing held on April 22, 2015. Though SEBI furnished copies of the complaint to the Advocates for the noticees, Anjan Jana, NiladriCharaborty, NajibSeikh and SumantaGorai, as per directions given in the personal hearing on April 22, 2015, they did not file any additional submissions.

8. In view of the above, I proceed to consider the allegations levelled in the interim order against the Company and other noticees in the light of the material available on record and submissions made by them. The charge against the Company, as per the interim order, is that the Company made a public issue of RPS and issued such securities to 3558 persons and raised an amount of Rs.11,42,63,000/-during Financial Years (FY) 2010-2011, 2011-2012 and 2012-2013, without complying with the „public issue‟ norms as mandated under section 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013.

9. The interim order, on the basis of Form-2 (Return of Allotment) as available in the MCA-21 portal, has summarized the details of allotment of RPS made by the Company. Such details are reproduced herein below:

2010-11 2011-12 2012-13 Total amount Total amount (Rs.) (Rs.) Total amount Date of No of Date of No of Date of No of allotment allottees allotment allottees allotment allottees 29/05/2010 40 ,000.00 5 31/05/2011 3,78 ,900.00 31 10/04/2012 20,13 ,000.00 47 24/06/2010 54,000.00 6 28/06/2011 3,74,000.00 40 26/04/2012 4,12,500.00 43 31/07/2010 8,05,000.00 24 29/07/2011 2,87,500.00 32 30/04/2012 5,50,000.00 27 16/08/2010 2,40,000.00 4 02/09/2011 5,47,500.00 46 20/05/2012 52,91,000.00 47 31/08/2010 3,87,000.00 16 05/09/2011 47,000.00 47 26/05/2012 4,39,000.00 42 01/10/2010 8,72,000.00 23 12/09/2011 44,000.00 44 28/05/2012 8,07,900.00 48 31/10/2010 9,57,000.00 23 17/09/2011 5,17,100.00 44 29/05/2012 5,34,200.00 49 30/11/2010 15,85,000.00 29 24/09/2011 2,61,000.00 48 30/05/2012 3,75,000.00 28 31/12/2010 20,11,000.00 49 05/10/2011 48,06,000.00 47 20/06/2012 58,54,500.00 48 31/01/2011 10,53,000.00 48 25/11/2011 19,20,000.00 44 26/06/2012 13,80,300.00 46 26/02/2011 11,62,000.00 40 20/12/2011 29,64,000.00 43 27/06/2012 10,63,500.00 48 28/02/2011 1,87,700.00 20 26/12/2011 5,03,000.00 26 27/06/2012 10,63,500.00 48 28/03/2011 5,72,000.00 45 31/12/2011 2,77,500.00 31 28/06/2012 9,85,500.00 48 20/01/2012 13,80,500.00 35 29/06/2012 7,55,400.00 49 27/01/2012 4,95,500.00 38 30/06/2012 30,000.00 Not clear 31/01/2012 5,87,500.00 38 18/07/2012 39,49,000.00 48 21/02/2012 35,46,500.00 47 20/07/2012 10,67,000.00 48 24/02/2012 4,56,300.00 48 22/07/2012 9,20,800.00 48 27/02/2012 6,62,000.00 19 24/07/2012 47,22,000.00 Not clear 28/02/2012 6,12,000.00 37 26/07/2012 20,40,000.00 48 20/03/2012 2,54,500.00 10 26/07/2012 15,90,000.00 48 28/03/2012 4,82,100.00 45 28/07/2012 18,79,400.00 49 29/03/2012 7,52,200.00 47 16/08/2012 47,67,000.00 49 30/03/2012 7,52,200.00 47 17/08/2012 32,26,500.00 47 31/03/2012 4,13,000.00 45 18/08/2012 6,87,500.00 45 31/03/2012 27,62,200.00 45 20/08/2012 6,56,500.00 35 31/03/2012 27,62,200.00 45 22/08/2012 5,08,000.00 26 31/03/2012 27,62,200.00 45 29/09/2012 11,93,700.00 48 29/09/2012 7,68,700.00 47 29/09/2012 13,66,200.00 40 29/09/2012 4,16,000.00 18 29/09/2012 4,16,000.00 18

08/10/2012 4,18,000.00 46 15/10/2012 7,73,800.00 44 22/10/2012 5,18,100.00 44 30/10/2012 15,41,500.00 41 30/10/2012 15,41,500.00 41 05/11/2012 4,55,000.00 44 12/11/2012 7,19,900.00 42 19/11/2012 5,54,000.00 44 22/11/2012 4,40,000.00 45 28/11/2012 1,64,800.00 25 30/11/2012 24,99,000.00 36 30/11/2012 24,99,000.00 36 15/12/2012 19,68,000.00 44 15/12/2012 19,68,000.00 44 17/12/2012 16,90,000.00 45 18/12/2012 6,82,200.00 46 24/12/2012 9,81,200.00 45 28/12/2012 4,47,300.00 24 12/01/2013 5,69,000.00 48 12/01/2013 5,69,000.00 48 99,25,700.00 332 3,16,08,400.00 1114 7,27,28,900.00 *2112 Grand Total 11,42,63,000.00 *3558

*Details in respect of certain allotments under the issue of RPSfor the Financial Year 2012–13, is not clear. The number of allottees apparently amounts to at least 2112 on account of available information.

10. The interim order has observed that - “10. ……………. Under the issue of RPS, it is observed that JRPIL issued and allotted RPS to more than 49 persons in each of the financial year 2010-11, 2011-12 and 2012-13 in series of allotments and raised an amount of Rs.11,42,63,000/-from 3558 persons during these three financial years. It is also pertinent to mention that on many occasions more than one allotment was made on a single day. For instance, on 29/09/2012 there were as many as five issues. Similarly, there were four issues on 31/03/2012 and two issues on six days, viz. 27/06/2012, 26/07/2012, 30/10/2012, 30/11/2012, 15/12/2012 and 12/01/2013. The frequency of allotments and the manner in which the allotments were made by JRPIL clearly indicate that these multiple allotments were made only to circumvent the requirements of Section 67(3) of the Companies Act, 1956. These facts, when viewed in light of failure on the part of JRPIL and its Directors to submit relevant information to SEBI despite being given sufficient opportunities to do so, would prima facie indicate that the issue of RPS was a public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, which has been elucidated by the Hon'ble Supreme Court of India in the Sahara Case.”

11. With the above factual background, it is necessary to test whether the Company made a public issue of RPS as alleged in the interim order. Section 67 of the Companies Act, 1956, lays down the criteria to test whether the offer of securities is made on a „private‟ basis or made to the „public‟ at large. Accordingly, it would be important to refer to the provisions of section 67(1) and (3) of the Companies Act, 1956.

"67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (2) ... (3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).”

From the reading of section 67 of the Companies Act, 1956, especially the sub-section 3 and the two provisos thereafter, the following can be deduced: a) an offer or invitation shall not be treated as made to the public if such offer or invitation can be regarded in all circumstances as not being calculated to result, directly or indirectly, in the securities becoming available for subscription or purchase by persons other than those receiving the offer or invitation; b) an offer or invitation shall not be treated as made to the public if such offer or invitation can be regarded in all circumstances if the same is a domestic concern of the persons making and receiving the offer or invitation; and c) an offer or invitation made to more than 49 persons is a public issue notwithstanding anything contained in sub-section (3) of section 67; d) Even if an offer is made to 49 persons or less, the company, to state that it made a private placement, has to prove that its case falls either under clause (a) or (b) of section 67(3). e) NBFCs or PFIs are exempted only from the first proviso to section 67(3). Therefore, NBFC or PFI do not have any restriction on the number of allottees as imposed on a company which is not an NBFC or PFI. However, such companies also need to prove that its offer falls either under clause (a) or (b) of section 67(3) to claim such issuance to be a private placement.

12. In the present case, the Company had, in pursuance of its offer and issuance of securities and mobilization of money, made a series of allotments on a regular basis during the three financial years – 2010-2011, 2011-2012 and 2012-2013 to atleast3,558 persons and had mobilized a total of Rs.11.43 crore. Considering the series of allotments that too made within a very short span between two consecutive allotments, the number of allottes were either equal to or less than 49, it can be concluded that the Company had devised a ploy or artifice to circumvent the first proviso to section 67(3) of the Companies Act, 1956. The Company has not contested the allegations and observations made in the interim order. I also note that such ploy or colourable scheme have always been disregarded by the Hon'ble Courts made for evading the provisions of law. In this regard, I refer to the following observations made by the Hon'ble Courts:

(a) The Hon'ble Supreme Court of India in the matter of Hindustan Lever &Anr vs State Of Maharashtra &Anrdecided on November 18, 2003 had observed "In Hindustan Lever Employees Union case (supra) it has been held by this Court that Section 394 casts an obligation on the Court to be satisfied that the scheme of amalgamation or merger was not contrary to the public interest; the basic principle of such satisfaction is none other than the broad and general principle inherent in any compromise or settlement entered between the parties that it should not be unfair or contrary to public policy or unconscionable or that the scheme should not be a device to evade the law."

(b) The Hon'ble Gujarat High Court in Patel RatilalMaganbhai [2003 (1) GLR 562] had observed that "... Equity is always known to defend the law from crafty evasions and new subtleties invented to evade law...".

(c) Hon'ble Courts/Tribunal have considered whether a 'scheme' was a colourable device to evade the payment of tax by an assessee and have held that tax could be avoided within the four corners of law but colourable device shall not be allowed for evading tax.

13. It is also noted that the details regarding the number of allottes with respect to the allotments made on June 30, 2012 and July 24, 2012 is not available with SEBI. The Company/or its directors have not provided details of the same. Therefore, the number of allottes in the offer and issue of RPS during 2012-2013 would atleastbe 2112 persons, as indicated in the interim order.

14. In view of the above observations, it can be concluded that the Company in its effort to mobilize money from the public through its issue of RPS had devised an artifice to make multiple allotments in order to stay out of the regulatory purview and evade the liability of complying with the public issue norms as alleged in the interim order. Therefore, I hereby conclude that the Company made a “public issue” of RPS during the aforesaid financial years, in terms of section 67(3) of the Companies Act, 1956.

15. By making a public issue of RPS, the Company was mandated to comply with all the legal provisions that govern and regulate public issue of such securities, including the Companies Act, 1956 and the SEBI Act and regulations. In this context, I refer and rely on the below mentioned observation made by the Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited &Ors.Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011)(hereinafter referred to as the 'Sahara Case'): ... ... that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …". Therefore, by virtue of section 55A(a) and (b) of the Companies Act, 1956 and section 11A of the SEBI Act, SEBI has jurisdiction on the public issue of RPS made by the Company.

16. As alleged in the SEBI Order, the Company was mandated to comply with the provisions of sections 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013, in respect of its offer and issue of RPS. In terms of section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Section 2(36) of the Companies Act read with section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'. As there is no document on record to suggest that the Company has filed a Prospectus and mentioned the particulars as required under law, the Company has violated the provisions of sections 56 and 60 of the Companies Act, 1956.

17. The interim order has alleged that the Company failed to comply with section 73 of the Companies Act, 1956 in respect of its issuance of RPS. In this regard, I observe the following: (a) By making a public issue of RPS, as discussed above, the Company had to compulsorily list such securities in compliance with section 73(1) of the Companies Act, 1956. A Company making a public issue of securities cannot chose whether to list its securities or not as listing is a mandatory requirement under law. As per section 73(1) Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. The Company has not disputed that this allegation is incorrect. Further, there is no material to say that the Company has filed an application with a recognized stock exchange to enable the RPS to be dealt with in such exchange. Therefore, the Company has failed to comply with this requirement.

(b) Section 73(2) states that "Where the permission has not been applied under subsection (1) or such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent, as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". As the Company failed to make an application for listing such RPS, the Company had to forthwith repay such money collected from investors. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director is liable to repay with interest at such rate. Considering that the mobilization was done during FY 2010 till 2013, it would be appropriate to levy an interest @ 15% p.a. as provided for under the above section. Further, the liability of the Company to refund the public funds collected through offer and allotment of the impugned RPS is continuing and such liability would continue till repayments are made.

(c) The Company has also not complied with the provisions of section 73(3) as it has not kept the amounts received from investors in a separate bank account and failed to repay the same in accordance with section 73(2) as observed above.

(d) The Hon'ble Supreme Court of India in the Sahara case has examined section 73 and made the following observations: "Section 73(1) of the Act casts an obligation on every company intending to offer shares or debentures to the public to apply on a stock exchange for listing of its securities. Such companies have no option or choice but to list their securities on a recognized stock exchange, once they invite subscription from over forty nine investors from the public. If an unlisted company expresses its intention, by conduct or otherwise, to offer its securities to the public by the issue of a prospectus, the legal obligation to make an application on a recognized stock exchange for listing starts. Sub-section (1A) of Section 73 gives indication of what are the particulars to be stated in such a prospectus. The consequences of not applying for the permission under sub-section (1) of Section 73 or not granting of permission is clearly stipulated in sub-section (3) of Section 73. Obligation to refund the amount collected from the public with interest is also mandatory as per Section 73(2) of the Act. Listing is, therefore, a legal responsibility of the company which offers securities to the public, provided offers are made to more than 50 persons."

(e) Accordingly, it is concluded that the Company failed to comply with section 73 of the Companies Act, 1956 in respect of its offer and issuance of RPS as discussed in this Order.

18. Liability of directors: (a) The interim order was issued to the following persons stated to be the Company's directors and former directors along with the period of their directorship (as per the information obtained from RoC, Kolkata) in the Company: Period of directorship S. No. Name From To 1. Swarup Dutta 16.12.2009 Still continues 2. Kanwal Prakash Singh 16.12.2009 29.07.2011 3. Gajender Pal Singh 16.12.2009 29.07.2011 4. Sandip Dutta 16.12.2009 15.03.2012 5. Virender Kumar 16.12.2009 29.03.2012 6. SumantaGorai 06.04.2010 Still continues 7. Susanta Ghosh 03.10.2012 Still continues 8. Sukanta Dutta 29.03.2012 Still continues 9. KoushikBej 29.03.2012 Still continues 10. NajibSeikh 29.03.2012 Still continues 11. Anjan Jana 05.04.2012 Still continues

12. Niladri Chakraborty 06.04.2010 15.03.2012 (b) The impugned offer and allotment of RPS was made from FY 2010-2011 to 2012-2013. As per the interim order, the date of first allotment was on May 29, 2010 and the date of the last allotment was on January 12, 2013. It is also noted that the Company was incorporated on December 16, 2009.

(c) The Company has contravened sections 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013 with respect to its public offer and issuance of RPS during the aforesaid financial years.

(d) Section 56(1) and 56(3) read with section 56(4) imposes the liability for the 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 is on the Company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section.

(e) The liability of the company and directors to repay under section 73(2) of the Companies Act, 1956 and section 27 of the SEBI Act, is a continuing liability and the same continues till all the repayments are made. Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the Company made the offer and allotted RPS shall be liable for violation of sections 56, 60 and 73 of the Companies Act, including the default in making refunds as mandated therein. As the liability to make repayments under sections 73(2) of the Companies Act read with section 27 of the SEBI Act is a continuing liability,the persons who join the Company‟s Board pursuant to the offer and allotment of RPS shall also be liable if the Company and the concerned directors have failed to make refunds as mandated under law.

(f) Therefore,in terms of section 73(2) of the Companies Act and section 27 of the SEBI Act, a director (irrespective of whether he continues or not)who was in the Company‟s Board, when the impugned offer and issue of RPS by the Company during FY 2010-2011 to 2012-2013, as well as directors who joined the Board of Directors of the Company subsequent to such issue of securities are liable to make the repayments and would continue to be liable for the same till such time the liability (to make refunds) is discharged by them.

(g) Noticees, Virender Kumar, SumantaGorai, Niladri Chakraborty, NajibSeikh, Anjan Jana, Gajender Pal Singh and Kanwal Prakash Singh have contended that they never managed the affairs of the Company. However, having assumed position as directors of the Company during the relevant period, they are under legal mandate to comply with the applicable law. They cannot claim ignorance and the manner in which the Company was operated and the mobilization of public funds by it. They have stated that it was Swarup Dutta who was in-charge of the affairs of the Company and responsible for the same. However, it appears that they have not taken action against the said person/s for mis-management and misrepresentation.

(h) I also note that Virender Kumar, Gajender Pal Singh, Kanwal Prakash Singh, Sandip Dutta and Swarup Dutta were the directors of the Company from the date of its incorporation.

(i) SumantaGorai has contended that he was appointed as a director on May 05, 2012 and resigned during September 2013. However, as per the information contained in „Register of Directors, Managing Director, Manager and Secretary, etc.‟ as obtained from RoC, Kolkata, this noticee was originally appointed on April 06, 2010 and appointed in the present designation (director) on May 05, 2012. This noticee also continues as a director in the Company.

(j) NajibSeikh has contended that he resigned during the middle of year 2013and as Swarup Dutta did not co-operate with him for processing the same, he sent his resignation letter to the RoC on April 18, 2014. A copy of the letter was enclosed. I have perused this letter. A seal of the ROC was found affixed on the reverse of the first page with date – April 21, 2014. However, as noted from the MCA documents {as mentioned in the sub-para (a) above}, this noticee still continues as a director. If he is aggrieved, he may make his representation before the concerned authorities.

(k) As per the information contained in „Register of Directors, Managing Director, Manager and Secretary, etc‟, obtained from RoC, Kolkata, Anjan Janawas originally appointed on April 05, 2012 as a director and continues till date. Accordingly, the contention of this noticee that he resigned during the middle of 2013 and has no connection with the Company since then, is not tenable.However, if he is aggrieved, he may make his representation before the concerned authorities.

(l) As regards Gajender Pal Singh and Kanwal Prakash Singh, it is their contention that though they along with Virender Singh and Swarup Dutta promoted the Company, they were not consulted with respect to any of the functioning of the Company. They also contend that they have sent two representations June 18 & 22, 2010 to Swarup Dutta regarding the unilateral decision taken to open Company‟s bank account, increase share capital from rupees one crore to three crore without AGMand change in the registered office address. However, except for such representations which have admittedly returned undelivered due to the refusal of Swarup Dutta, they seem to have not initiated any action. This conduct of not taking action even when their claimed investment of Rs.11 lakh was not returned, does not allow me to take credence of their submissions. It is also noted that Virender Kumar and SumantaGorai have also claimed to have invested Rs.2 lakh and Rs.10 lakh respectively and have not initiated action for default in returning the same and the alleged misrepresentation.

(m) These directors seem to have not taken action against Swarup Dutta/Company even after the receipt of the SEBI Order. Therefore, such conduct leads one to conclude on a possible collusion at their end with the Company/the others concerned.

(n) Considering the above observations, all the aforesaid persons (past as well as present directors and made noticees in the interim order) are liable for the non-compliance by the Company of the provisions of the Companies Act, 1956, as discussed in this Order, including the default in making refunds to the investors under section 73(2) of the Companies Actread with section 27 of the SEBI Act.

19. For the above reasons, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(4), 11A and 11B thereof hereby issue the following directions:

(a) The Company, Just-Reliable Projects India Limited (CINU45400WB2009PLC140276; PAN-AACCJ2827P) and its Directors, namely, Mr. Swarup Dutta (DIN-02498000; PAN- AGWPD2748J), Mr. SumantaGorai (DIN-02946871;PAN-AGMPG1547N), Mr. Susanta Ghosh (DIN-05185974;PAN-AEXPG6206P), Mr. Sukanta Dutta (DIN-05235908; PAN- AKEPD8763F), Mr. KoushikBej (DIN-05236482;PAN-APSPB6232N), Mr. NajibSeikh (DIN-05241253;PAN-AYLPS8955R), Mr. Anjan Jana (DIN-05247414;PAN-AHRPJ8186A), Mr. Kanwal Prakash Singh (DIN-02869631; PAN-BVPPS9888H), Mr. Gajender Pal Singh (DIN-02869599; PAN-BESPS7926C), Mr. Sandip Dutta (DIN-02647739; PAN- AFVPD8603A), Mr. Virender Kumar (DIN-02487133; PAN-AJUPK8288M) and Mr. Niladri Chakraborty (DIN-02946893; PAN-AEZPC3674D), jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Redeemable Preference Shares (which have been found to be issued in contravention of the public issue norms stipulated under the Companies Act, 1956), to the investors including the money collected from investors, till date, pending allotment of securities, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.

(b) The repayments to investors shall be effected only in cash through Bank Demand Draft or Pay Order.

(c) The Company/its present management are permitted to sell the assets of the Company only for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalised Bank.

(d) The Company, itsdirectorsand other persons named above, shall issue public notice, in all editions of two NationalDailies (one English and one Hindi) and in one local daily (in Bengali) with wide circulation, detailing themodalities for refund, including details of contact persons including names,addresses and contact details, within fifteen days of this Order coming intoeffect.

(e) After completing the aforesaid repayments, the Companyshall file acertificate of such completion with SEBI,within a period of three months from the date of this Order, from two independent peer reviewedChartered Accountants who are in the panel of any public authority or publicinstitution. For the purpose of this Order, a peer reviewed Chartered Accountantshall mean a Chartered Accountant, who has been categorized so by the Institute ofChartered Accountants of India ("ICAI").

(f) The Company, its directors and former directors 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.

(g) In case of failure of the company, Just-Reliable Projects India Limited and its directors (including former directors), namely, Mr. Swarup Dutta, Mr. SumantaGorai, Mr. Susanta Ghosh, Mr. Sukanta Dutta, Mr. KoushikBej, Mr. NajibSeikh, Mr. Anjan Jana, Mr. Kanwal Prakash Singh, Mr. Gajender Pal Singh, Mr. Sandip Dutta, Mr. Virender Kumar and Mr. Niladri Chakraborty, in complying with the aforesaid directions, SEBI, on the expiry of the three months period from the date of this order, - a) shall recover such amounts in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. b) may initiate appropriate action against the Company, its promoters/ directors and the persons/ officers who are in default, including adjudication proceedings against them, in accordance with law. c) would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and d) would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.

(h) Just-Reliable Projects India Limited is directed not to, directly or indirectly, access the capital market by issuing prospectus, offer document or advertisement soliciting money from the public and are further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors as directed above.

(i) The directors including former directors, namely,Mr. Swarup Dutta (DIN-02498000; PAN- AGWPD2748J), Mr. SumantaGorai (DIN-02946871;PAN-AGMPG1547N), Mr. Susanta Ghosh (DIN-05185974;PAN-AEXPG6206P), Mr. Sukanta Dutta (DIN-05235908; PAN- AKEPD8763F), Mr. KoushikBej (DIN-05236482;PAN-APSPB6232N), Mr. NajibSeikh (DIN-05241253;PAN-AYLPS8955R), Mr. Anjan Jana (DIN-05247414;PAN-AHRPJ8186A), Mr. Kanwal Prakash Singh (DIN-02869631; PAN-BVPPS9888H), Mr. Gajender Pal Singh (DIN-02869599; PAN-BESPS7926C),Mr. Sandip Dutta (DIN-02647739; PAN- AFVPD8603A), Mr. Virender Kumar (DIN-02487133; PAN-AJUPK8288M) and Mr. Niladri Chakraborty (DIN-02946893; PAN-AEZPC3674D),are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, with immediate effect. They are also restrained from issuing prospectus, offer document or advertisement soliciting money from the public and associating themselves with any listed public company and any public company which intends to raise money from the public, or any intermediary registered with SEBI. The above directions shall come into force with immediate effect and shall continue to be in force from the date of this Order till the expiry of 4 yearsfrom the date of completion of refunds to investors, as directed above.

(j) The above directions shall come into force with immediate effect.

20. This Order is without prejudice to any action, including adjudication and prosecution proceedings that might be taken by SEBI in respect of the above violations committed by the Company, its promoters, directors including former directors and other key persons.

21. Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action.

22. 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 with respect to the directions/restraint imposed above against the Company and the individuals.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date:October 13th, 2015 Place: Mumbai