Order in respect of Sarada Pleasure and Adventure Limited

WTM/PS/118/IMD/ERO-PLO/DEC/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In respect of – 1. Sarada Pleasure and Adventure Limited (CIN- U01132BR2008PLC013364 / PAN: AAMCS5786L) and its Directors, 2. Mr. Rakesh Shrivastav (PAN: AJBPS9073R / DIN: 01863917), 3. Mr. SukumarDebnath (PAN: APPPD3295N /DIN: 03212480), 4. Mr. Shubhankar Ray (PAN: AKMPR3510N /DIN: 05260587), 5. Smt. NanditaSengupta (PAN:BKTPS9489M /DIN: 01864299) and 6. Smt. Savita Srivastava (PAN : AUPPS3064B /DIN: 01681840)

Date of hearing: July 14, 2015. Appearance: For the noticees: Mr. R. V. Shetty, Advocate For SEBI: Dr. AnithaAnoop, General Manager, Ms. Sapna Sinha, Assistant General Manager and Mr. T. Vinay Rajneesh, Assistant General Manager

1. Securities and Exchange Board of India (“SEBI”), vide ex-parte interim order dated February 02, 2015 (“the interim order”), prima facie observed that the company, Sarada Pleasure and Adventure Limited (“the Company” or “SPAL”) had engaged in fund mobilization activity from the public through its offer and issue of Redeemable Preference Shares (“RPS”) in violation of sections 56, 60 and 73 of the Companies Act, 1956 and provisions of the SEBI (Disclosure and Investor Protection) Guidelines (“the DIP Guidelines”) {in respect of RPS offered and issued during FY 2008-2009}. In order to protect the interest of the investors and to ensure that the Company and its directors do not continue to mobilize public money, the interim order had passed the following directions: 7. “In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and 11B of the SEBI Act, hereby issue the following directions – i. SPAL (PAN: AAMCS5786L) shall not mobilize funds from investors through the Offer of Redeemable 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.

SPAL and its present Directors, viz. Shri Rakesh Shrivastav (DIN: 01863917; PAN: AJBPS9073R), Shri SukumarDebnath (DIN: 03212480) and Shri Shubhankar Ray (DIN: 05260587) alongwith its past Directors, viz. Smt. NanditaSengupta (DIN: 01864299) and Smt. Savita Srivastava (DIN: 01681840), 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. SPAL 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; iv. SPAL shall provide a full inventory of all its assets and properties; v. The abovementioned past and present Directors of SPAL shall provide a full inventory of all their assets and properties; vi. SPAL 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 Redeemable Preference Shares, without prior permission from SEBI; vii.

SPAL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of SPAL.”

The interim order observed that the prima facie observations contained in the interim order were made on the basis of the material available on record i.e. correspondences exchanged between SEBI and SPAL, information obtained from the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal' alongwith the complaints received by SEBI.The Company and its directors (present and past), Mr. Rakesh Shrivastav, Mr. SukumarDebnath, Mr. Shubhankar Ray, Smt.

NanditaSengupta and Smt. Savita Srivastava {company and the above individuals are collectively referred to as “noticees”} were afforded opportunity to file their response to the interim order and also seek personal hearting, if desired. The interim order was issued without prejudice to the right of SEBI to take any other action that may be initiated against SPAL and its abovementioned past and present directors in accordance with law.

2. Pursuant to a request (vide letter dated March 04, 2015) for extension of time for filing reply, the Company vide letter dated April 15, 2015 stated that it had already stopped mobilization of funds from the public since June 2012 and had started redemption of shares. According to the Company, only a balance of Rs.12 crore (approx.) remains with it. From September 2014 till April 2015, it had redeemed a further Rs.1.8 crore.

3. The noticees were afforded an opportunity of personal hearing on July 14, 2015, when Mr. R. V. Shetty, Advocate appeared on behalf of all the noticees and requested permission to file written submissions. The request was allowed and the noticees were directed to file the same within a period of 15 days. Thereafter, vide letter dated August 06, 2015, the learned advocate filed further submissions along with documents. The submissions inter alia made therein are as follows:

(a) The Company commenced its business in the last quarter of 2008 by issuing RPS to the investors.

(b) The total business procured by way of issue of RPS was approximately Rs.22.21 crore upto May 2012. Thereafter, the Company stopped collection. Redemption was done as and when the amount were due to the investors and such redemption is still continued.

(c) The Deputy Commissioner, Bokara had in December 2013, ordered the Company to stop its business, though the same was already stopped in May 2012. The Deputy Commissioner had also instructed IDBI Bank to freeze the Company’s Bank a/c no.

185102000002578. The same forced it to redeem the shares by payment in cash directly to the bank account of the investor and by cash to those who visited its office in Siliguri.

(d) Major funds that were mobilized were utilized to purchase Tea Garden (Alipurduar Enterprises Ltd.), Bundapani Tea Garden. Its current market values is Rs.12.15 crore. The Company had purchased the same from one Mr. S. V. Mohta and paid Rs.10 crore. The Company expects Rs.6.5 crore even if it could not sell the garden. The Company enclosed the balance sheet of Alipurduar Enterprises Ltd. for the year 2009-2010 and stated that the amount receivables were shown as ‘minimum sure money’ to be received from seller.

The Company has further submitted that the major amount collected was invested in tea garden and the same is in dispute. It had filed a suit before the Hon’ble Civil Judge, Alipurduar. The dispute pertained to the seller, Govt. of West Bengal and the dues to be recovered. Due to this, the Company is not in a position to dispose of the same and the tea garden was closed.

(e) The Company also has invested in land and property, which were sold and the sale proceeds were used for refunds to the investors.

(f) The Company had refunded Rs.10.25 crore and the remaining liability was Rs.11.90 crore (approx.), which would be paid by December 2017. The Company proposes to make repayments as below:

July to December 2015 – Rs.10 lakh every month January 2016 to August 2016 – Rs.15 lakh every month September 2016 to December 2016 – Rs.20 lakh every month January 2017 to December 2017 – Rs.23 lakh every month

From S. V. Mohta – Rs.6.35 crore Own funds – Rs.5.36 crore

Total – Rs.11.71 crore

The Company submitted that all its investors are genuine and requested time till 2017 to repay the dues.

(g) The Company stated that vide letter dated May 12, 2015, it has responded to SEBI’s letter dated April 24, 2015 calling for further information (name of investors, amount, date of refund, mode of payment etc. and other supporting documents such as bank statements, particulars of real estate business, tea garden business).

(h) The Company submitted that it is making repayments regularly every month on an average of Rs.10 to 12 lakhs per month. Statement of redemption of securities from February 2015 was enclosed.

(i) The Company also submitted that Smt. NanditaSengupta and Smt. Savita Srivastava were directors only on paper and never involved in any transactions of the Company. Both of them had resigned. As regards Mr. SukumarDebnath and Mr. SubhankarRai are concerned, the Company submitted that they are working in some other organization and not involved in any transaction of the Company. According to the Company, Mr. Rakesh Srivastav is actively involved in the business and responsible for all acceptance and redemption of RPS.

(j) The Company submitted that its request may be considered as it had no intention to defraud its investors and is ready to submit any undertaking if required.

4. I have considered the interim order, the reply/submissions filed in the matter, documents submitted by the noticees and other material available on record. From the submissions, it can be inferred that the noticees have not disputed the allegations. Their only request is for time till 2017 for completing the refunds to the investors.

5. I note that the interim order has observed that – (a) The Company was incorporated on January 8, 2008, having its registered office at Office No. S – 5, Fifth Facing Towords, Chandi House Residential Complex, Exhibition Road, Patna–800001, Bihar, India.

(b) The present Directors in SPAL are Mr. Rakesh Shrivastav, Mr.SukumarDebnath and Mr.Shubhankar Ray. Smt. NanditaSengupta and Smt. Savita Srivastava, had resigned from the position of directors in the Company.

(c) From the MCA21 Portal, Form 2 (Form for Return of Allotment filed by the Company) for the Financial Years 2008–09, 2009–10, 2010–11, 2011–12 and 2012–13, the Company had made allotments as per the details below:

Financial Year Date of Cumulative no. of Allotments No. of Shareholders* No of Shares Issued Shares 2008–09 30.03.09 285 45592 45592 2009-10 02.02.10 694 49423 95015 30.03.10 650 141828 236843

30.06.10 720 111559 348402 2010-11 15.09.10 Details Not Available 152539 500941

15.12.10 650 181446 682387 2010–11 01.02.11 335 53173 735560

25.04.11 1157 281540 1017100 08.08.11 Details Not Available 274605 1291705 2011–12 15.11.11 1145 346925 1638630 01.03.12 1257 282070 1920700 2012–13 15.05.12 1260 299977 2220677

As per the interim order, the Company has admittedly mobilized Rs.22.20 crore from more than 8000 investors through its offer and issue of RPS. The Company has not disputed the same in its response post the interim order.

6. From the above said details, it can be noticed that the Company had made allotments of RPSs to a substantial number of investors. Considering the number of allottees and the number of shares allotted, it can be regarded that the Company made a “public issue” of RPS in terms of the first proviso to section 67(3) of the Companies Act, 1956. In each of the allotments, the number of investors exceeded 49. Therefore, I hereby conclude that the Company made a “public issue” of RPSs during the aforesaid financial years, in terms of section 67(3) of the Companies Act, 1956. By making a public issue of RPSs, 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. …".

7. By making a public issue of RPSs, 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 regard, I note that in terms of section 55A of the Companies Act, 1956, SEBI shall administer various provisions (as mentioned therein) of the said Act with respect to issue and transfer of securities by listed companies, companies that intend to list and also those companies that are required to list its securities while making offer and issue of securities to the public. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara Case, had observed that:

"We, therefore, hold that, so far as the provisions enumerated in the opening portion of Section 55A of the Companies Act, so far as they relate to issue and transfer of securities and non-payment of dividend is concerned, SEBI has the power to administer in the case of listed public companies and in the case of those public companies which intend to get their securities listed on a recognized stock exchange in India." " SEBI can exercise its jurisdiction under Sections 11(1), 11(4), 11A(1)(b) and 11B of SEBI Act and Regulation 107 of ICDR 2009 over public companies who have issued shares or debentures to fifty or more, but not complied with the provisions of Section 73(1) by not listing its securities on a recognized stock exchange".

Under section 11A of the SEBI Act, SEBI is also empowered to regulate, by regulations/general or special orders, the matters pertaining to issue of capital, transfer of securities and matters related thereto. Accordingly, the Company, having made a public offer and issue of securities, as observed above, is under the jurisdiction of SEBI.

8. As alleged in the interim 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, and the provisions of the DIP Guidelines (in respect of allotments made in FY 2008-2009). In this regard, I note that - (a) 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'.

(b) By making a public issue of RPSs, 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. 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 RPSs, 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. 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." As the section provides that the monies have to be forthwith refunded if listing is not applied or not obtained, it would not be proper to grant any relaxation of time to the Company for making refunds as requested by it.

The mobilization was done from FY 2008-2009 till 2012-2013. The amounts mobilized through the issue of securities have not been refunded within the time period as mandated under law. It would therefore be appropriate to levy an interest @ 15% p.a. as provided for under section 73(2) of the Companies Act, 1956 read with rule 4D (which prescribes that the rates of interest, for the purposes of sub-sections (2) and (2A) of section 73, shall be 15 per cent per annum)of the Companies (Central Government’s) General Rules and Forms, 1956. It is the Company’s admission that it is yet to refund Rs.12 crore (approx.), though the claimed repayments are not properly certified with documents to the satisfaction of SEBI. Further, the liability of the Company to refund the public funds collected through offer and allotment of the impugned RPSs is continuing and such liability would continue till repayments are made.

(c) The Company was also required to comply with the following provisions of the DIP Guidelines read with regulation 111 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“the ICDR Regulations”) in respect of the offer and allotments made during FY 2008–09: a. Clause 2.1.1. – (Filing of offer document) b. Clause 2.1.4 – (Application for listing) c. Clause 2.1.5 – (Issue of securities in dematerialized form), d. Clause 2.8 – (Means of finance), e. Clause 4.1 – (Promoters contribution in a public issue by unlisted companies), f. Clause 4.11 – (Lock-in of minimum specified promoters contribution in public issues), g. Clause 4.14 – (Lock-In of pre-issue share capital of an unlisted company) h. Clause 5.3.1 – (Memorandum of understanding), i. Clause 5.3.3 – (Due Diligence Certificate) j. Clause 5.3.5 – (Undertaking), k. Clause 5.3.6 – (List Of Promoters Group And Other Details), l. Clause 5.4 – (Appointment of intermediaries) m. Clause 5.6 – (Offer document to be made public) n. Clause 5.6A – (Pre-issue Advertisement) o. Clause 5.7 – (Despatch of issue material) p. Clause 5.8 – (No complaints certificate) q. Clause 5.9 – (Mandatory collection centresincluding Clause 5.9.1 (Minimum number of collection centres) r. Clause 5.10 – (Authorised Collection Agents) s. Clause 5.12.1 – (Appointment of compliance officer) t. Clause 5.13 – (Abridged prospectus) u. Clause 6.0 – (Contents of offer documents) v. Clause 8.3 – (Rule 19(2)(b) of SC(R) Rules, 1957) w. Clause 8.8.1 – (Opening & closing date of subscription of securities) x. Clause 9 – (Guidelines on advertisements by Issuer Company) y. Clause 10.1 – (Requirement of credit rating) z. Clause 10.5 – (Redemption)

(d) From the above, I conclude that the Company failed to comply with the provision of sections 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013 and provisions of the DIP guidelines read with the ICDR Regulations in respect of its offer and issue of RPS during the aforesaid period/dates.

9. The interim order has been issued against the 5 persons (Mr. Rakesh Shrivastav, Mr. SukumarDebnath, Mr. Shubhankar Ray, Smt. NanditaSengupta and Smt. Savita Srivastava) who are the present and past directors of the Company. In this regard, I observe the following:

(a) As per MCA records (website accessed on 28.12.2015), Rakesh Shrivastav, SukumarDebnath and Shubhankar Ray are the present directors of the Company.

(b) 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.

(c) 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 RPSsshall 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 section 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 RPSsshall also be liable if the Company and the concerned directors have failed to make refunds as mandated under law.

(d) The details regarding date of appointment and resignation, if any, of the noticees are given below:

Name Appointed on Resigned on, if applicable Mr. Rakesh Shrivastav 08.01.2008 continues

Mr. SukumarDebnath 01.06.2012 continues Mr. Shubhankar Ray 01.06.2012 continues Smt. NanditaSengupta 08.01.2008 16.11.2012 Smt. Savita Srivastava 08.01.2008 16.11.2012 (e) The allotments commenced on 30.03.2009 and continued till 15.05.2012 as per the interim order. Therefore, (i) Rakesh Shrivastav (director from date of incorporation of Company), (ii) NanditaSengupta and Savita Srivastava(directors from incorporation till 16.11.2012, present during the period when the securities were issued without compliance with the norms) are liable for violation of sections 56, 60 and 73 of the Companies Act, 1956 and the DIP guidelines including failure to make repayments under section 73(2) of the Companies Act, 1956.

(f) SukumarDebnath and Shubhankar Ray are the present directors in the Company who had joined the Company’s Board on 01.06.2012. Though they became the directors post completion of allotments, it appears that they have neither exercised necessary diligence after joining as directors nor made any attempt to report the wrongdoings of the Company to the appropriate authorities. The very inaction by these persons, as directors, against the previous/existing management (for violating the public issue norms while making the offer and issuing the securities), even after the receipt of the interim order, leads one to conclude on a possible collusion by them with the Company and its management. As discussed earlier, the liability to refund is a continuous liability and would be discharged only when the repayments are done. As these directors did not take any steps to remedy the violations committed, I hold them liable for the same.

(g) Though the Company has stated that NanditaSengupta and Savita Srivastava had resigned and were not involved in the transactions and that SukumarDebnath and Shubhankar Ray were also not involved in the business of the Company, the same cannot absolve such persons from the statutory responsibility.

10. In view of the foregoing, 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 and the SEBI (Disclosure and Investor Protection) Guidelines, 2000 read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, hereby issue the following directions:

(a) The Company, Sarada Pleasure and Adventure Limited(CIN:U01132BR2008PLC013364 / PAN: AAMCS5786L)and its directors/promoters including Mr. Rakesh Shrivastav (DIN-01863917/PAN- AJBPS9073R), Mr. SukumarDebnath (DIN-03212480/PAN-APPPD3295N), Mr. Shubhankar Ray (DIN-05260587/PAN-AKMPR3510N), Smt. NanditaSengupta(DIN-01864299 /PAN-BKTPS9489M) and Smt. Savita Srivastava (DIN-01681840/PAN-AUPPS3064B), 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 and the DIP Guidelines), 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.

The Company has claimed to have refunded a total of Rs.10.25 crore to its investors. However, such claimed repaymentsshall be certified by Chartered Accountants, as directed in sub-paragraph (e) below.

(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, its directors and other persons named above, shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local 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 coming into effect.

(e) After completing the aforesaid repayments, the Company shall file a certificate of such completion with SEBI, within a period of three months from the date of this Order, from two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. 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 ("ICAI").

(f) Sarada Pleasure and Adventure Limited, Mr. Rakesh Shrivastav, Mr. SukumarDebnath, Mr. Shubhankar Ray, Smt. NanditaSengupta and Smt. Savita Srivastavaare 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, Sarada Pleasure and Adventure Limited its directors/promoters includingMr. Rakesh Shrivastav, Mr. SukumarDebnath, Mr. Shubhankar Ray, Smt. NanditaSengupta and Smt. Savita Srivastavain 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) Sarada Pleasure and Adventure 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 of4 yearsfrom the date of completion of refunds to investors as directed above.

(i) Mr. Rakesh Shrivastav, Mr. SukumarDebnath, Mr. Shubhankar Ray, Smt. NanditaSengupta and Smt. Savita Srivastavaare 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.

11. 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.

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

13. 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: December 28th, 2015 Place: Mumbai