Order in respect of Vishwamitra International Infra Limited and others

WTM/RKA/EFD/92/2016 BEFORE THE 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. Vishwamitra International Infra Limited (CIN:U45200MP2012PLC028473; PAN:AAECV1457D) its Directors, viz. Mr. Manoj Kumar Chand (DIN:02848954; PAN:ADWPC3514A), Mrs. Bandana Chand (DIN:03566856; PAN:AIUPC8800E), Mr. Manish Kumar Chand (DIN:05149305; PAN:AICPC0615M), Mr. Pankaj Kumar Chand (DIN:02848958; PAN:AFAPC4321D), Mr. Hari Govind Singh (DIN:03273046; PAN: CMGPS0600A) and its Debenture Trustee, viz. Vishwamitra Debenture Trust (represented by Mr. Sanjay Kumar Pandit) and, 2. Vishwamitra India Tour & Hotels Limited (CIN:U55101WB2011PLC171053; PAN:AADCV8844K) and its Directors, viz. Mr. Manoj Kumar Chand (DIN:02848954; PAN:ADWPC3514A), Mrs. Bandana Chand (DIN:03566856; PAN:AIUPC8800E), Mr. Manish Kumar Chand (DIN:05149305; PAN:AICPC0615M), Mr. Pankaj Kumar Chand (DIN:02848958; PAN:AFAPC4321D) and Mr. Hari Govind Singh (DIN:03273046; PAN: CMGPS0600A) Appearance for Noticees: Mr. J. J Bhatt, Advocate and Mr. Bharat Singh, Advocate. 1. Securities and Exchange Board of India (“SEBI”) conducted a preliminary inquiry into the issuances of Secured Non-Convertible Redeemable Debentures (hereinafter referred to as “NCDs”) by Vishwamitra International Infra Limited (hereinafter referred to as the “VIIL”) with a view to ascertain the possible non-compliances with the public issue norms stipulated under the provisions of Companies Act, 1956/2013 and other applicable laws including the SEBI Regulations/Guidelines. Pursuant to the preliminary inquiry, SEBI passed an ad interim ex parte order dated June 30, 2015 (hereinafter referred to as “interim order”) in respect of VIIL, its group company, viz. Vishwamitra India Tour & Hotels Limited (“VITHL”), their common directors, viz. Mr. Manoj Kumar Chand, Mr. Bandana Chand, Mr. Manish Kumar Chand, Mr. Pankaj Kumar Chand, Mr. Hari Govind Singh (hereinafter collectively referred to as “Vishwamitra entities” and individually by their respective names) and also in respect of Order in respect of Vishwamitra International Infra Limited and others

Vishwamitra Debenture Trust (represented by its Trustee, viz. Mr. Sanjay Kumar Pandit) who was appointed as a debenture trustee by VIIL, inter alia, in view of the following: “5 ……………………………………………. xv. As per the details mentioned above, VIIL had allotted 41,60,805 Non-Convertible Redeemable Secured Debentures ("Offer of NCDs ") amounting to of ₹ 41.61 Crores during the financial year 2012-13 to VITHL, which in turn transferred these debentures to 83109 investors. Further, as on March 31, 2014 the amount raised through Offer of NCDs is ₹ 106.75 Crores, though the exact number of investors is not available. …………………………………………….. 14. Upon a consideration of the aforementioned paragraphs, I am of the view that VIIL is prima facie engaged in fund mobilising activity from the public, through the Offer of NCDs and as a result of the aforesaid activity has violated the aforementioned provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73, Section 117B, Section 117C) and the Debt Securities Regulations. ……………………………………………. 15.2 Section 12(1) of the SEBI Act states that: "No… trustee of trust deed … shall buy, sell or deal in securities except under, and in accordance with, the conditions of a certificate of registration obtained from the Board in accordance with the regulations made under this Act".

Further, Regulation 7 of SEBI (Debenture Trustees) Regulations, 1993 ("Debenture Trustees Regulations"), provides that: "no person should act as a debenture trustee unless he is either – i. a scheduled bank carrying on commercial activity; or ii. a public financial institution within the meaning of section 4A of the Companies Act, 1956; or iii. an insurance company; or iv. body corporate." 15.3 Based on the material available on record, I find that Vishwamitra Debenture Trust (represented by its Trustee, viz. Shri Sanjay Kumar Pandit) has acted as unregistered Debenture Trustee, which amounts to violation of the abovementioned provisions of the SEBI Act read with the Debenture Trustee Regulations.” 2. By the interim order following interim directions were issued against the Vishwamitra entities and Vishwamitra Debenture Trust: i. “VIIL and VITHL shall forthwith cease to mobilize any fresh funds from investors through the Offer of NCDs 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. VIIL (CIN: U45200MP2012PLC028473; PAN:AAECV1457D), VITHL (CIN: U55101WB2011PLC171053; PAN:AADCV8844K) and their Directors, viz. Mr. Manoj Kumar Chand (DIN:02848954; PAN:ADWPC3514A), Smt Bandana Chand (DIN:03566856; PAN:AIUPC8800E), Mr. Manish Kumar Chand (DIN:05149305; PAN:AICPC0615M), Mr. Pankaj Kumar Chand (DIN:02848958; PAN:AFAPC4321D) and Mr. Hari Govind Singh (DIN:03273046; PAN:CMGPS0600A), 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. VIIL, VITHL and their 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; iv. VIIL and VITHL shall provide a full inventory of all their assets and properties; v. VIIL and VITHL’s abovementioned Directors shall provide a full inventory of all their assets and properties; vi. VIIL, VITHL and their abovementioned 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 NCDs, without prior permission from SEBI; vii.

VIIL, VITHL and their abovementioned Directors shall not divert any funds raised from public at large through the Offer of NCDs, which are kept in bank account(s) and/or in the custody of VIIL; viii. VIIL and VITHL shall provide to SEBI all information as on March 31, 2013, March 31, 2014 and March 31, 2015 regarding the date of issuance of Non-Convertible Redeemable Secured Debentures to VITHL, dates on which subsequent transfers were done, including number of debenture holders, name of the debenture holder, address, amount mobilized, number of debentures issued; ix. VIIL and VITHL shall provide to SEBI all information as on March 31, 2013, March 31, 2014, March 31, 2015 and till date regarding repayments made to the holders of Non-Convertible Redeemable Secured Debentures including name of the debenture holder, address, amount mobilized, number of Non-Convertible Redeemable Secured Debentures issued, promised maturity amount with date of maturity, amount refunded and date thereof; x. VIIL and VITHL shall provide to SEBI all particulars of commission paid, expenses incurred including debenture issue expenses, promotional expenses, amount written off towards issuance of debentures, etc. as of March 31, 2013, March 31, 2014 and March 31, 2015.

xi. VIIL and VITHL shall provide to SEBI their financial statements for the years 2012-13, 2013-14 and 2014-15 audited from two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. xii. VIIL and VITHL shall furnish complete and relevant information within 21 days from the date of receipt of this Order; xiii. The Debenture Trustee, viz. Vishwamitra Debenture Trust (represented by its Trustee, viz. Mr. Sanjay Kumar Pandit), is prohibited from continuing with its present assignment as a debenture trustee in respect of the Offer of NCDs of VIIL and also from taking up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, from the date of this Order till further directions.” 3. Vide the interim order, Vishwamitra entities i.e. VIIL, VITHL and their aforementioned directors were 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 money collected through the Offer of NCDs alongwith 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. Further, Vishwamitra Debenture Trust (represented by its trustee, Mr. Sanjay Kumar Pandit) was also called upon to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act including restraining it from accessing the securities market and further restraining it from buying, selling or dealing in securities, in any manner whatsoever, for an appropriate period should not be issued. 5. Mr. Manoj Kumar Chand, common director of VIIL and VITHL and Chairman of the Vishwamitra group, vide letter dated July 20, 2015 replied to the interim order and sought opportunity of hearing and further time of four weeks to file the reply. Thereafter, vide letter dated August 31, 2015, he further submitted that the reply could not be filed in time because the management had to collect, compile and collate data from various branch offices of the company.

He also requested further time of four weeks to file the reply and sought inspection of the documents on record and on the basis of which the order dated

June 30, 2015 was passed. Subsequently, Mr. Bharat Singh, advocate for Manoj Kumar Chand vide his letter dated January 20, 2016 sought an inspection of documents which was provided on March 03, 2016. 6. VIIL and VITHL through Mr. Manish Kumar Chand (director) filed their replies vide letter dated May 23, 2016, inter alia, submitting the following: a) Due to some criminal cases registered against the management, the directors of the company were not able to provide the documents to file before SEBI. b) Mr. Manoj Kumar Chand, Chairman and Managing Director of VIIL and VITHL has been arrested by Baroda Police in Gujarat who has the custody of the documents to be filed with SEBI. c) Management staff has started collecting the documents which need to be filed with SEBI. d) The directors of the management may kindly be permitted / allowed to dispose off the assets / properties of the companies so that investors’ money may be refunded as per law. e) Copies of Deeds of conveyances of certain properties owned by VIIL. f) Request to submit other documents of assets / properties at a later stage. g) Copy of the annual accounts for the year ending March 31, 2014 of Vishwamitra India Tea Estates Private Limited.

7. Mr. Sanjay Kumar Pandit (trustee of Vishwamitra Debenture Trust), vide email dated June 09, 2016, submitted the following: a) He joined Vishwamitra India Multi - Developers Limited as an employee on the verbal request of Mr. Manoj Kumar Chand on November 01, 2010. b) He resigned from the job as an employee and as a debenture trustee with effect from February 28, 2015. c) Copy of resignation letter to VIIL as Debenture Trustee. d) Copy of acceptance of resignation letter by Vishwamitra India Multi Developers Limited. 8. An opportunity of personal hearing was given to the Vishwamitra entities and Vishwamitra Debenture Trust / Mr. Sanjay Kumar Pandit on June 21, 2016 when on their behalf (except for Vishwamitra Debenture Trust / Mr. Sanjay Kumar Pandit) Mr. J. J Bhatt, Advocate along with Mr. Bharat Singh, Advocate appeared and made submissions in line with their respective replies on record. They further submitted that the Vishwamitra entities are willing to refund the money collected from the investors but they have not been able to find a way to do the same. They also submitted that the Vishwamitra entities are yet to file details of certain properties / assets that were left out of their replies.

Liberty was given to them to file any additional submissions/documents till June 24, 2016. 9. Vide letter dated July 1, 2016 (received by SEBI on July 4, 2016), the Vishwamitra entities made the following submissions: 1) “Our Director Mr. Manoj Kumar Chand is in judicial custody at Jaipur, Rajasthan and is not available for attending to the above order. He is looking after business affairs of the companies and we require his instructions as he is in the know of nuances of companies’ activities and controller of commercial aspects. 2) We submit that debenture holders/Investors are secured in as much as we are confident of paying them from sales realizations by selling real estate and other properties. We shall arrange to collect monies for repayment to the debenture-holders. A list containing the properties that can be sold and monies realized is enclosed herewith. 3) Please note that on account of aforesaid SEBI’s order in terms of which we have been restrained from disposing-off properties, no fund could be realized. Sale of real estate properties takes time. Hence, we may require 4-5 years’ time to repay and clear the debenture amount collected.

We will however try to expedite the whole procedure and subject to SEBI permitting us to pay-up the debenture amount. Alternatively SEBI may itself sell the properties through a transparent process and realize sale proceeds which in turn can be utilized to pay to the valid and eligible debenture-holders/investors. 4) Please note that we are in a grim situation at the moment and have no intention to disobey the direction of SEBI. Copies of valuation Report of Govt. approved valuer with regard to assets of the companies in question as well as other sister companies are being appended hereto for your kind perusal and necessary action. 5) In the circumstances, we request you take a practical and sympathetic view and grant us sufficient time to repay and guide us so as to protect the interest of debenture-holders/investors. “ 10. I have considered the interim order, the submissions made by the Vishwamitra entities, Vishwamitra Debenture Trust (represented by its trustee, Mr. Sanjay Kumar Pandit) and other material available on record. The core allegation in the interim order is that VIIL made a “public issue” of NCDs without complying with provisions of law regulating such public issues i.e. sections 56, 60, 73, 117B and 117C of the Companies Act, 1956 and the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as “ILDS Regulations”).

With regard to the present proceedings, it is noted that SEBI received complaints from the investors dated December 29, 2015 and April 25, 2016 seeking refund from the VIIL with regard to their investments in the debentures. 11. It is noted that neither the Vishwamitra entities nor Vishwamitra Debenture Trust have disputed any of the findings of the interim order.

12. As noted in the interim order, VIIL had allotted 41,60,805 NCDs amounting to of ₹41.61 Crore during the financial year 2012-13 to VITHL, which in turn transferred these NCDs to 83109 investors. Further, as on March 31, 2014 the amount raised through Offer of NCDs by VIIL was ₹ 106.75 Crore. These findings of the interim order have not been disputed by any of the Vishwamitra entities. Considering the manner in which the allotment and subsequent transfer of NCDs has taken place in the present case, I find that the allotment of NCDs by VIIL to VITHL (a group company of VIIL and also having the same directors) and the subsequent transfer of these NCDs by VITHL to the 83109 investors was clearly a deliberate attempt by VIIL to bypass the applicable provisions of Companies Act, 1956 and the ILDS Regulations. In these circumstances, the ultimate transferees/holders of the NCDs of VIIL are equivalent to the direct allottees of the NCDs of VIIL and have to be treated as such. I, therefore, find that the consequent action against VIIL under the applicable provisions of law would be the same as in a situation where VIIL had made a direct allotment to the investors (i.e. transferees of NCDs).

13. It is noted that VIIL undisputedly iissued 41,60,805 NCDs amounting to ₹41.61 Crore during the financial year 2012-13. Thus by virtue of the proviso to section 67(3) of the Companies Act, 1956 the issuances of NCDs by VIIL were public issues. In this regard, it is important to mention that all the controversies with regard to questions such as whether an offer to 50 persons or more is a public issue or private placement, SEBI's jurisdiction on issuance of securities including NCDs, intention/obligation to list such securities, etc. have been settled by the Hon'ble Supreme Court in its judgment and order dated August 31, 2012 in the matter of Sahara India Real Estate Corporation Limited & Ors. Vs SEBI & Anr. - Civil Appeal No. 9813 and 9833 of 2011 [(2013) 1 SCC 1] (hereinafter referred to as “the Sahara Order"). 14. I note that since the issuances of NCDs by VIIL during the financial year 2012-13 were public issues, it ought to have complied with the applicable provisions of the Companies Act,

1956 (read with the corresponding provisions of Companies Act, 2013) and ILDS Regulations as noted in the interim order. In the present case, there is no dispute as to the fact that VIIL while making the aforesaid “public issues” of NCDs had not complied with the provisions of sections 56, 60, 73, 117B and 117C of the Companies Act, 1956, regulations 4(2)(a), 4(2)(b), 4(2)(c), 4(2)(d), 4(4), 5(2)(b), 6, 7, 8, 9, 12, 14, 15, 16, 17, 19 and 26 of ILDS Regulations. Since the requirements of these applicable provisions and the relevant observations of the Hon’ble Supreme Court in the Sahara Order have been clearly stipulated in the interim order, I do not deem it necessary to reiterate the same and burden this order with the same findings. 15. There is no dispute as to the fact that Mr. Manoj Kumar Chand, Mrs. Bandana Chand, Mr. Manish Kumar Chand, Mr. Pankaj Kumar Chand and Mr. Hari Govind Singh were the directors of VIIL and VITHL at the time when VIIL authorized the issuances of NCDs and VITHL transferred the NCDs to 83,109 investors. The details regarding their appointment and resignation in VIIL and VITHL are mentioned below:

VIIL VITHL Name of director Date of Date of Date of Date of appointment resignation appointment resignation Mr. Manoj kumar Chand 18/05/2012 Continuing as 22/12/2011 Continuing as director director Smt. Bandana Chand 02/01/2013 Continuing as 22/12/2011 Continuing as director director Mr. Manish kumar Chand 08/05/2013 Continuing as 08/05/2013 Continuing as director director Mr. Pankaj kumar Chand 18/05/2012 Continuing as 22/12/2011 Continuing as director director Mr. Hari Govind Singh 18/05/2012 Continuing as 22/12/2011 Continuing as director director 16. The boards of directors of VIIL and VITHL at the time of the above mentioned issuances and transfer of NCDs, being in control of their affairs, were under an obligation to ensure that these issuances and transfers were in compliance with all the applicable provisions of the Companies Act, 1956 and SEBI Act/Regulations/Guidelines. In my view, the above named directors of VIIL and VITHL at the time of the above mentioned issuances and transfers of are also "officers in default" as defined under section 5 of the Companies Act, 1956. I, therefore, find that the above named directors of VIIL and VITHL are also responsible for their acts and omissions in this case.

17. In view of the foregoing, I find that in respect of the issuances of NCDs by VIIL during the financial year 2012-13 and the subsequent transfer of the NCDs by VITHL, the Vishwamitra entities have failed to comply with the above-mentioned provisions of Companies Act, 1956 (read with the corresponding provisions of Companies Act, 2013) and ILDS Regulations. 18. It is important to mention that one of the consequence of the aforesaid non-compliance/violations is refund/repayment of subscription money to the allottees (consideration paid to VITHL by the transferees in the present case) with interest as provided in section 73 read with section 56 of the Companies Act, 1956. With regard to liability to pay interest on the subscription money, I note that as per section 73 (2) of the Companies Act, 1956, the company and every director of the company who is an officer in default is jointly and severally liable, to repay all the money with interest at prescribed rate. In this regard, I further note that in terms of rule 4D of the Companies (Central Government's) General Rules and Forms, 1956 r, the rate of interest prescribed in this regard is 15%.

Accordingly, the Vishwamitra entities are liable to pay interest to the transferees/holders at such statutory rate of interest. 19. As per details available in “MCA 21 Portal”, it is observed that on May 23, 2012 a charge of ₹1000 Crore was created by VIIL and the charge holder is Vishwamitra Debenture Trust. A perusal of Trust Deed dated May 23, 2012 indicated that VIIL appointed Vishwamitra Debenture Trust / Mr. Sanjay Kumar Pandit as the Debenture Trustee. Mr. Sanjay Kumar Pandit in this regard submitted that he had joined Vishwamitra India Multi - Developers Limited (a Vishwamitra group company) as an employee on the verbal request of Mr. Manoj Kumar Chand on November 01, 2010 and had resigned with effect from February 28, 2015. It is an undisputed fact that during the time of impugned issues and allotment of NCDs, Vishwamitra Debenture Trust / Mr. Sanjay Kumar Pandit was acting as the Debenture Trustee of VIIL and Mr. Sanjay Kumar Pandit was responsible for the affairs of Vishwamitra Debenture Trust at the relevant point of time. It is also an undisputed fact that Vishwamitra Debenture Trust / Mr. Sanjay Kumar Pandit has never been registered with SEBI as a debenture trustee and that it acted on behalf of VIIL as a debenture trustee.

In view of the above, I find that Vishwamitra Debenture Trust (represented by its trustee, viz. Mr. Sanjay Kumar Pandit) has acted as unregistered Debenture Trustee in violation of section 12(1) of the SEBI Act read with regulation 7 of SEBI (Debenture Trustees) Regulations, 1993. 20. The Vishwamitra entities have submitted that they have no intention to disobey SEBI’s directions and that the NCD holders/Investors are secured in as much as they are confident of paying them by selling real estate and other properties. Further, they have requested for 4-5 years’ time to repay and clear the amount collected through NCDs. In this regard, I note that in the present case, undisputedly, the Vishwamitra entities have violated the provisions of the Companies Act, 1956 and the ILDS Regulations as mentioned hereinabove. Thus, the money collected from the investors is an illegal mobilization of funds by the Vishwamitra entities. Considering the above, the consequent direction to protect the interests of the investors is that the Vishwamitra entities be directed to forthwith refund the money collected from the investors.

In view of the above, I reject the contention of the Vishwamitra entities in this regard. 21. In view of the foregoing, I, in exercise of the powers conferred upon me under sections 11, 11(4), 11A and 11B read with section 19 of the SEBI Act and regulation 28 of the ILDS Regulations hereby issue the following directions: i. Vishwamitra International Infra Limited, Vishwamitra India Tour & Hotels Limited, Mr. Manoj Kumar Chand, Mrs. Bandana Chand, Mr. Manish Kumar Chand, Mr. Pankaj Kumar Chand and Mr. Hari Govind Singh shall within a period of three months from the date of this order, jointly and severally refund the money collected through issuances/transfer of NCDs to the transferees/holders of NCDs with interest at the rate of 15% per annum from the date of receipt of money till the date of such refund or the redemption value as promised and accrued till the date of refund, whichever is higher. ii. Such refund shall be made only in cash through a Demand Draft or Pay Order. iii. Vishwamitra entities (named in clause (i) above) 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.

Vishwamitra entities shall utilize the assets of VIIL and VITHL for the sole purpose of making the refund/repayment to the transferees/holders of NCDs till the full refund/repayment as directed hereinabove is made. v. Vishwamitra entities shall issue a public notice, in all editions of one English national daily and one vernacular daily with wide circulation, detailing the modalities for refund, including details of contact persons including names, addresses and contact details, within fifteen days of this order.

vi. Within seven days of completion of refund/repayment as directed hereinabove, the Vishwamitra entities 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 Vishwamitra entities and satisfying themselves that the refund has actually been made. vii. For the purpose of this order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India. viii. Vishwamitra International Infra Limited, Vishwamitra India Tour & Hotels Limited, Mr. Manoj Kumar Chand, Mrs. Bandana Chand, Mr. Manish Kumar Chand, Mr. Pankaj Kumar Chand and Mr. Hari Govind Singh 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 transferees/holders of NCDs whichever is later. ix.

Mr. Manoj Kumar Chand, Mrs. Bandana Chand, Mr. Manish Kumar Chand, Mr. Pankaj Kumar Chand and Mr. Hari Govind Singh 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 transferees/holders of NCDs, whichever is later. x. Vishwamitra Debenture Trust and Mr. Sanjay Kumar Pandit are also prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly, in whatsoever manner for a period of four years. xi. For the purposes of paragraphs 21(viii), 21(ix) and 21(x) the period of restraint shall be counted from the date of the interim order. 22. The interim order cum show cause notice dated June 30, 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.

23. The order shall come into force with immediate effect. A copy of this Order shall be forwarded to the recognized stock exchanges and depositories for information and necessary action. 24. 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.

Sd/-

DATE: August 10th, 2016 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA