Order in the matter of Bharat KrishiSamridhi Industries Limited

Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act,1992, in the matter of Bharat KrishiSamridhi Industries Limited (PAN: AAECB6273H) and its Directors, viz. Shri Prabir Kumar Chattopadhyay (DIN: 03529413; PAN: AHWPC8359F), Shri Pradip Kumar Das (DIN: 06546895; PAN: APKPD4256J), Shri Gulzar Ahmed (DIN: 06701232; PAN: APHPA0788H) and Shri Firoz Hossain (DIN: 02960200; PAN: ABXPH8897C); its Debenture Trustees, viz. Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag).

1.1 Bharat KrishiSamridhi Industries Limited ("BKSIL"), having its office at 1st Floor, Fatma Court, 59/C, Tiljala Road, Kolkata–700046, West Bengal was incorporated on June 30, 2011, with the ROC, Kolkata, West Bengal with CIN as U74999WB2011PLC164406. 1.2 Securities and Exchange Board of India ("SEBI") received information regarding the allegation of issue of shares/debentures by BKSIL. 1.3 On enquiry by SEBI, it was observed that BKSIL had made an offer and issuance of Secured Non–Convertible Redeemable Debentures ("offer of NCDs") for an issue size of Rs. 200 crores, pursuant to the resolution passed by the Board of Directors of the Company at its meeting held on March 10, 2012. It was also observed that the BKSIL has offered/issued redeemable preference shares (offer of RPS), issuance of which opened on July 6, 2011 with the issue size of Rs. 4.95 crore. 1.4 As the above said offer of NCDs and Offer of RPS was found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act"), the Companies Act, 1956, SEBI passed an interim order dated September 5, 2014and issued directions mentioned therein against BKSIL and its Directors, viz., Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain.

Similarly directions were issued vide the said interim order against the Debenture Trustees, viz. Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee) and Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag). 2.1 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. BKSIL had made offer of NCDs"in accordance with the following terms and conditions. a. The issue of NCDs is in terms of the resolution passed by the Board of Directors of the Company at its meeting held on March 10, 2012. b. Each NCD will have a face value of ₹100 Application can be made for a minimum of 10 Debentures amounting of ₹1000. c. Size of the Issue: ₹200 Crore, with an option to retain oversubscription to be decided by Board of Directors. d. Security: The NCDs will be secured by a first charge favouring the Debenture Trustee, on company's immovable properties as per the Trustee Agreement. e. Who Can Invest: Individuals, Trusts, Corporate Bodies, Minors (through Guardians), Institutions, Mutual Funds, HUFs and Co-operative Bodies."

2.2 The company offered the following plans in respect of the said issuance of NCDs as shown below: Table 1 TERMS & CONDITIONS OF THE SECURED NON–CONVERTIBLE REDEEMABLE DEBENTURES PLAN- 1 A B C D E F Maturity Period 1 Year 3 Years 5 Years 8 Years 10 Years 12 Years Minimum Investment in 1000 1000 1000 1000 1000 1000 Rs. Yield in Rs. 150 500 1000 3000 5000 9000

TERMS & CONDITIONS OF THE SECURED NON–CONVERTIBLE REDEEMABLE DEBENTURES PLAN- 1 A B C D E F Redemption Value in Rs. 1150 1500 2000 4000 6000 10000

2.3 BKSIL appointed ineligible persons to be appointed as debenture trustees, Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag), as Debenture Trustees for the Offer of NCDs by that company. 2.4 BKSILhad also issued redeemable preference shares(RPS) in accordance with the following terms and conditions contained in the brochure: a. The application can be made for a minimum amount of ₹1000 and in multiples of ₹10. b. This offer of Redeemable Preference Shares to Promoters/Directors, the employees, the shareholder and their friends and relatives only on private placement basis. c. Size of Issue: ₹4.95 Crore d. Date of Issue Open: 06.07.2011. Table 2 TERMS & CONDITIONS OF THE REDEEMABLE PREFERENCE SHARES Category A Plan A B Redemption Period (Years) 3 5 Minimum Investment (₹) 10000 10000 Indicative Return p.a. @(%) 20% 24% Redemption Value (₹) 10000 10500 ** The indicative/redemption value works out to be ₹167 and ₹200 on monthly rests in respect of the above categories of investment.

Table 3

Category B Plan A B C D E Redemption Period 2.6 4.6 6.6 9 11 (Years) Minimum 1000 1000 1000 1000 1000 Investment(₹) Indicative Return (₹) 500 1000 3000 5000 9000 Redemption Value(₹) 1500 2000 4000 6000 10000

2.5 The above offer of NCDs and RPS and pursuant allotment were deemed public issues of securities under the first proviso to Section 67(3) of the Companies Act, 1956.Accordingly, the resultant requirement under Section 60, Section 56(1) and 56(3), Sections 73(1),(2) and (3) of the Companies Act, 1956, were not complied with by BKSIL in respect of offers of NCDs and RPS. BKSIL also failed to comply with Section 117B, 117C of the Companies Act, 1956 and relevant provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as Debt Securities Regulations) mentioned in the interim order. Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag), appointed as debenture trustees have violated Section 12(1) of SEBI Act. 2.6 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated September 5, 2014with immediate effect. i. “BKSIL shall not mobilize any fresh funds from investors through the Offer of NCDs and Offer of Preference Shares or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii.

BKSIL and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmedincluding its past Director, Shri Firoz Hossain, 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. BKSIL and its 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. BKSIL shall provide a full inventory of all its assets and properties; v. BKSIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. BKSIL 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 NCDs and Offer of Preference Shares, without prior permission from SEBI; vii. BKSIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of NCDs and Offer of Preference Shares, which are kept in bank account(s) and/or in the custody of BKSIL; viii.

BKSIL shall furnish complete and relevant information (as sought by SEBI letters dated December 6, 2013; January 30, 2014 and March 24, 2014), within 21 days from the date of receipt of this Order. ix. Bharat Krishi Secured Debenture Trust (representedby its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag), are prohibited from continuing with its present assignment as a debenture trustee in respect of the Offer of NCDs of BKSIL 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.” 3.1 Vide the said interim order, BKSIL and its abovementioned Directors and other persons acting as Debenture trustees were given the opportunity to file their reply, within 21 days from the date of receipt of the said interim Order. The order further stated that the concerned persons may also indicate whether they desired to avail an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

4.1 Service of interim order: The copies of the said interim order were sent to the above mentioned entities by SEBI‟s letter dated September 08, 2014 through registered post acknowledgement due.The interim orders sent to the company and its directors, excluding viz. Shri Firoj Hossain returned undelivered. As regards the status of delivery of copy of interim order in respect of Shri Firoj Hossain, the same is not known. However, the copy of the interim order sent to himhas not come back undelivered. 4.2 Subsequently, vide notification dated April 14, 2015, published in newspaper Ananda Bazar Patrika, and notification dated April 15, 2015 published in newspaper Times of India, BKSIL and the directors were notified that they will be given the final opportunity of being heard on April 22, 2015 at the time and the venue mentioned therein. 4.3 Hearing and submissions: Neither BKSIL nor its directors and the persons acting as debenture trustees availed the opportunity of hearing held on April 22, 2015. They did not file any submission controverting the allegations leveled against them. 5.1 I have considered the allegations, and material on record including complaints given by various investors, documents downloaded from „MCA 21 Portal', Balance Sheet of BKSIL for the Financial Year ended March 31, 2012 and other material on record.

On perusal of the same, the following issues arise for consideration. Each question is dealt with separately under different headings. 1. Whether the company came out with the Offer of NCDs and RPS? 2. If so, whether the said issues NCDs and RPS are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3) of the Companies Act, 1956 and whether the Offer of NCDs is in violation of Section 117C of Companies Act, 1956, and relevant provisions of the Debt Securities Regulations mentioned in the interim order? 3. Whether BKSIL has appointed Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag), who are ineligible to act as Debenture Trustees for the offer of NCDs, in violation of Section 117B, of the Companies Act, 1956 and whether such persons have violated Section 12(1) of SEBI Act? 4. If the findings on question No.2 and 3 are found in the affirmative, who are liable for the violation committed? 6.1 Whether the company came out with the Offer of NCDs and RPS?: I have perused the interim order dated September 5, 2014 for the allegation of Offer of NCDs and RPS and material on record.

The company, directors and the persons acting as Debenture Trustees did not dispute the said issuance. 6.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal' and other documents filed before the Registrar of Companies. On perusal of the Brochure of the Company as corroborated by the "Allotment Letter cum Debenture certificate", I find that:- BKSIL had offered NCDs for subscription for the value of Rs. 200 crore. The said offer was pursuant to resolution passed by the Board of Directors of the Company at its meeting held on March 10, 2012.The said NCDs has a face value of Rs 100.In the said offer, an investor can make an application for a minimum of 10 Debentures amounting to Rs. 1000. As a term of the said offer, BKSIL had stated that the NCDs would be secured by a first charge on company's immovable properties, favoring the Debenture Trustee, as per the Trustee Agreement. BKSIL had, in the said offer, come out with different plans based on the difference in the maturity period as stated in the Table No.1.Various investors have subscribed to the said issue.

6.3 An illustrative list of such issuancesprepared on the basis of various complaints received by SEBI, are shown in the following Table No.4. Table 4

Principal Tenure Redemption Sr.N Name of the Date of in amount in o investor issue Amount in Months Rs. Rs. 16/01/201 1 Afrina 25,000.00 60 50,000.00 3 18/02/201 2 Anita 5,000.00 12 5,750.00 3 08/10/201 3 Azeezullah 8,000.00 12 9,200.00 2 20/12/201 4 BadreAalamHasmi 10,000.00 144 100,000.00 2 22/02/201 5 Barkat Ali 10,000.00 12 11,500.00 3 28/02/201 6 Barkat Ali 5,000.00 12 5,750.00 3 03/02/201 7 Beli 5,000.00 12 5,750.00 3 07/09/201 8 Bharat Bhuwal 10,000.00 60 20,000.00 2 21/07/201 9 Chandra Bhan 4,000.00 144 40,000.00 2 12/12/201 10 Chhaya 10,000.00 144 100,000.00 2 20/12/201 11 Durgawati Devi 5,000.00 144 50,000.00 2 24/09/201 12 FatmaKhatoon 10,000.00 36 15,000.00 2 02/04/201 13 FirojAhamad 20,000.00 36 30,000.00 3 31/08/201 14 Ghinkan 15,000.00 36 22,500.00 2 04/10/201 15 Guddi 10,000.00 144 100,000.00 2 30/10/201 16 GuffarHashme 15,000.00 144 150,000.00 2 31/08/201 17 Hasibun 25,000.00 36 37,500.00 2 07/09/201 18 Hayachi 15,000.00 60 30,000.00 2 23/02/201 19 Jyoti Devi 6,000.00 144 60,000.00 3 01/11/201 20 KanahaiyaLal Gupta 2,000.00 12 2,300.00 3 01/11/201 21 KanahaiyaLal Gupta 2,000.00 12 2,300.00 3

Tenure Redemption Sr.N Name of the Date of Principal in amount in o investor issue Months Rs. 27/07/201 22 KanhaiyaLal 10,000.00 144 100,000.00 2 20/12/201 23 Khushabunnisha 10,000.00 144 100,000.00 2 20/03/201 24 Lakhsmina Devi 10,000.00 144 100,000.00 3 12/12/201 25 Lilawati 5,000.00 144 50,000.00 2 12/12/201 26 Lilawati Devi 5,000.00 144 50,000.00 2 22/08/201 27 Manbhawti Devi 15,000.00 36 22,500.00 2 29/01/201 28 Matti Devi 10,000.00 144 100,000.00 3 24/09/201 29 MohadAzam 50,000.00 60 100,000.00 2 26/12/201 30 Mohammad Imran 10,000.00 144 100,000.00 2 31/08/201 31 Moinuddin 15,000.00 36 22,500.00 2 05/10/201 32 Mukesh Kumar 10,000.00 36 15,000.00 2 03/06/201 33 MurtujaHussain 50,000.00 60 100,000.00 3 05/10/201 34 Nasir Ali 50,000.00 12 57,500.00 2 29/08/201 35 Nishvanath 50,000.00 60 100,000.00 2 31/08/201 36 Panchi Ram 5,000.00 36 7,500.00 2 20/12/201 37 Parmila Devi 30,000.00 144 300,000.00 2 08/08/201 38 Pawan Kumar 10,000.00 60 20,000.00 2 22/08/201 39 RahanaKhatoon 5,000.00 144 50,000.00 2 30/08/201 40 Rajendra 10,000.00 60 20,000.00 2 19/11/201 41 Rajesh Kumar 20,000.00 144 200,000.00 2 21/07/201 42 Rambhajan 5,000.00 60 10,000.00 2 20/12/201 43 Ramkesh Gupta 30,000.00 144 300,000.00 2

Tenure Redemption Sr.N Name of the Date of Principal in amount in o investor issue Months Rs. 14/02/201 44 Rampher 7,500.00 144 75,000.00 3 01/11/201 45 Rampher 15,000.00 60 30,000.00 3 16/01/201 46 Rehna 7,000.00 144 70,000.00 3 12/08/201 47 RijvanaKhatoon 5,000.00 144 50,000.00 2 05/10/201 48 RukhshanaKhatoon 20,000.00 36 30,000.00 2 20/12/201 49 SahinaKhatun 10,000.00 144 100,000.00 2 16/01/201 50 Sajarunisha 50,000.00 144 500,000.00 3 06/07/201 51 SalehaKhatoon 50,000.00 60 100,000.00 2 17/07/201 52 SalehaKhatoon 10,000.00 36 15,000.00 2 20/12/201 53 Samapati 10,000.00 144 100,000.00 2 29/11/201 54 Sangeeta 5,000.00 12 5,750.00 2 12/08/201 55 SatyaNarrayan 5,000.00 144 50,000.00 2 27/12/201 56 ShabeenaKhatun 10,000.00 144 100,000.00 2 31/08/201 57 ShahjahanKhatoon 5,000.00 36 7,500.00 2 30/08/201 58 Shankar 40,000.00 60 80,000.00 2 ShastriBahadurJais 13/12/201 59 5,000.00 144 50,000.00 war 2 19/11/201 60 Shobha 20,000.00 36 30,000.00 2 30/01/201 61 Smt. Radhika Devi 5,000.00 144 50,000.00 3 07/09/201 62 Sonu 10,000.00 60 20,000.00 2 12/12/201 63 Sumitra 20,000.00 144 200,000.00 2 21/06/201 64 Sunita Devi 5,000.00 60 10,000.00 2 21/07/201 65 Surendar 25,000.00 12 28,750.00 2

Tenure Redemption Sr.N Name of the Date of Principal in amount in o investor issue Months Rs. 08/08/201 66 Surendra 15,000.00 12 17,250.00 2 08/10/201 67 TaiyabaKhatoon 5,000.00 12 5,750.00 2 16/01/201 68 TaiyabaKhatoon 5,000.00 12 5,750.00 3 14/03/201 69 TaiyabaKhatoon 5,000.00 12 5,750.00 3 06/09/201 70 Tarikun 50,000.00 60 100,000.00 2

6.4 On perusal of the Brochure of the Company and various "Allotment Letter cum share certificate" issued to the subscribers of RPS, I find that:- BKSIL also offered redeemable preference shares worth Rs. 4.95 crore (Issue Size). An investor can make an application for a minimum amount of Rs. 1000 and in multiples of Rs. 10. The said issuance of RPS opened onJuly 06, 2011. In the said issue of RPS, the subscribers can select various plans ranging from A to E under two different categories as shown in Table 2 and Table 3. Different plans were devised by the company based on the different maturity period of investment. 6.5 An illustrative list of such issuances preparedon the basis of various complaints received by SEBI, are shown in the following Table No.5: Table 5 Sr.No Principal Name of the Tenure Redemption Date of issue amount in investor in amount in Rs. Rs. months 1 Ram Rati 28/08/2012 8,000.00 78 32,000.00 2 Nanda Lal 29/08/2012 10,000.00 132 100,000.00 3 Shahjahan 31/08/2012 20,000.00 30 30,000.00 4 Batohi 03/10/2012 20,000.00 54 40,000.00 5 Dinesh Kumar 13/10/2012 5,000.00 54 10,000.00 6 Shakuntala Devi 02/11/2012 7,000.00 108 42,000.00 7 Bhagawan Das 02/12/2012 20,000.00 78 80,000.00 8 Raj Pata Devi 04/12/2012 1,000.00 132 10,000.00

Sr.No Principal Name of the Tenure Redemption Date of issue amount in investor in amount in Rs. Rs. months Ganesh Prasad 9 Yadav 05/12/2012 5,000.00 132 50,000.00 10 LalPati 05/12/2012 2,000.00 30 3,000.00 11 Indara 10/12/2012 5,000.00 132 50,000.00 12 Shanti Devi 10/12/2012 3,000.00 132 30,000.00 13 Asha Devi 11/12/2012 5,000.00 132 50,000.00 14 Basmati 13/12/2012 10,000.00 78 40,000.00 15 Raju 14/12/2012 5,000.00 132 50,000.00 16 Rekha Devi 14/12/2012 6,000.00 132 60,000.00 17 Vinay Kumar 14/12/2012 5,000.00 132 50,000.00 18 Amarawati 17/12/2012 3,000.00 78 12,000.00 19 Kanchan Devi 20/12/2012 5,000.00 132 50,000.00 20 Meena 20/12/2012 2,000.00 108 12,000.00 21 Urmila 20/12/2012 10,000.00 132 100,000.00 22 Ram Chandra 24/12/2012 6,000.00 132 60,000.00 23 Raman 24/12/2012 1,000.00 132 10,000.00 24 Guddi Devi 29/12/2012 1,000.00 132 10,000.00 25 Parvati 29/12/2012 3,000.00 132 30,000.00 Sukhari Nick 26 mohd.Hussain 29/12/2012 5,000.00 132 50,000.00 27 Meera Devi 01/01/2013 10,000.00 54 20,000.00 28 Vijaya Pal 01/01/2013 10,000.00 132 100,000.00 29 Durgawati 03/01/2013 10,000.00 78 40,000.00 30 Akbar Ali 04/01/2013 10,000.00 132 100,000.00 31 Guddu 04/01/2013 10,000.00 132 100,000.00 32 Mithun 04/01/2013 1,000.00 132 10,000.00 33 Roopwati 04/01/2013 5,000.00 132 50,000.00 34 Soharata 04/01/2013 5,000.00 132 50,000.00 35 Raman Kumar 08/01/2013 1,000.00 132 10,000.00 36 Sanjay Kumar 08/01/2013 1,000.00 132 10,000.00 37 AaminaBegam 09/01/2013 10,000.00 132 100,000.00 38 Salik Ram 09/01/2013 2,000.00 132 20,000.00 39 Jiyana 17/01/2013 5,000.00 78 20,000.00 40 Rekha Bharti 17/01/2013 3,000.00 132 30,000.00 41 Shakuntala 17/01/2013 7,000.00 132 70,000.00 42 Somai 17/01/2013 40,000.00 78 160,000.00 43 Narmada Singh 21/01/2013 2,000.00 78 8,000.00 44 Nitoo 22/01/2013 5,000.00 132 50,000.00 45 Reeta 22/01/2013 2,000.00 132 20,000.00 46 RatanKumari 25/01/2013 10,000.00 132 100,000.00

Sr.No Principal Name of the Tenure Redemption Date of issue amount in investor in amount in Rs. Rs. months 47 Shiv Nath 25/01/2013 2,000.00 132 20,000.00 48 Meera Devi 29/01/2013 7,000.00 132 70,000.00 49 Fool Chand 30/01/2013 2,000.00 132 20,000.00 50 KesPati 30/01/2013 10,000.00 78 40,000.00 51 Roghai 30/01/2013 5,000.00 78 20,000.00 52 Sushma 30/01/2013 1,000.00 132 10,000.00 53 Raj Kuamri 31/01/2013 2,000.00 54 4,000.00 54 Surendra 31/01/2013 5,000.00 54 10,000.00 55 Manjulata 03/02/2013 10,000.00 78 40,000.00 56 Gayatri Devi 22/02/2013 10,000.00 78 40,000.00 57 Bali Ram 25/02/2013 2,000.00 132 20,000.00 58 Neelam 25/02/2013 2,000.00 78 8,000.00 59 Parmod Kumar 27/02/2013 15,000.00 132 150,000.00 60 PurnaMasi 14/03/2013 30,000.00 54 60,000.00 61 Raj Kuamr 21/03/2013 20,000.00 132 200,000.00 62 AaryanShahni 30/03/2013 10,000.00 54 20,000.00 63 Jogendra 05/04/2013 5,000.00 132 50,000.00 64 Lakshmina 02/05/2013 2,000.00 78 8,000.00 65 Leena 02/05/2013 1,000.00 78 4,000.00 66 Abdul Wahid 04/05/2013 2,000.00 132 20,000.00 67 Suneeta 03/06/2013 10,000.00 54 20,000.00 68 Suneta 03/06/2013 10,000.00 54 20,000.00 69 Suraju 04/09/2013 10,000.00 78 40,000.00 70 Sarada 25/02/2013 10,000.00 78 40,000.00 71 Savitri Devi 25/03/2013 4,000.00 132 40,000.00

6.6 On perusal of the Balance sheet of the Company as on March 31, 2012, I find that Company has collected Rs. 87.81 lakhsfrom the public towards share application moneyfor issuance of preference shares. 6.7 It is further noted that apart from the illustrative list of investor wise details provided above, SEBI has received further complaints primarily from agents wherein it is observed that BKSIL has raised approximately Rs. 61 lacs from hundreds of investors. However, in such complaints, only the „Customer Statement‟ have been attached by the complainants. They have not attached the copies of certificates of NCD/RPS.Moreover, relevant materials in this regard, from the MCA 21 portal, such as balance sheet of the company for the year ended on March 31, 2013 or from the Company are not available. Therefore, it cannot be ascertained with certainty as to extent of money raised by the Companythrough NCDs and RPS. 6.8 It may further be noted that Interim order also directed that “BKSIL shall furnish complete and relevant information (as sought by SEBI letters dated December 6, 2013, January 30, 2014 and March 24, 2014), within 21 days from the date of receipt of this Order”.

However the same was not provided by BKSIL. In view of the non-co-operation of the noticees, SEBI does not have complete information as to the extent of money collected by the company in violation of requirements of Public issues given the backdrop of the Company passing resolution dated March 10, 2012 for issuance of NCDs to collect Rs. 200 Crores. 7.1 If so, whether the said issues of NCDs and RPS are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3), the Companies Act,1956 and whether the Offer of NCDs is in violation of Section 117C of Companies Act, 1956 relevant provisions of the Debt Securities Regulations mentioned in the interim order? 7.2 The provisions alleged to have been violated and mentioned in this issue for consideration, are applicable to the offer made to the public. Therefore, the primary question that arises for consideration is whether the issues of preference shares and issue of NCDs covered in Issue No 1 are public issues. At this juncture, reference may be made to section 67(1) & (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)any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitations to subscribe for them extended 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. (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).” 7.3 The following observations of the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited &Ors.Vs.

SEBI (Civil Appeal no. 9813 and 9833 of 2011)(hereinafter referred to as the 'Sahara Case'), while examining the scope of Section 67 of the Companies Act, 1956, are worth consideration:- "84.Section67(1)dealswiththeofferofsharesanddebenturestothepublicandSecti on67(2)dealswithinvitationtothepublictosubscribeforsharesanddebenturesandh owthoseexpressionsaretobeunderstood,whenreferenceismadetotheActorinthear ticlesofacompany.TheemphasisinSection67(1)and(2)isonthe―sectionofthepu blic.Section67(3)statesthatnoofferorinvitationshallbetreatedasmadetothepubl ic,byvirtueofsubsections(1)and(2),thatistoanysectionofthepublic,iftheofferori nvitationisnotbeingcalculatedtoresult,directlyorindirectly,inthesharesordebe nturesbecomingavailableforsubscriptionorpurchasebypersonsotherthanthose receivingtheofferorinvitationorotherwiseasbeingadomesticconcernoftheperso nsmakingandreceivingtheofferorinvitations.Section67(3)is,therefore,anexce ptiontoSections67(1)and(2).Ifthecircumstancesmentionedinclauses(1)and(b)of Section67(3)aresatisfied,thentheoffer/invitationwouldnotbetreatedasbeingmad etothepublic. 85. ThefirstprovisotoSection67(3)wasinsertedbytheCompanies(Amendmen t)Act,2000w.e.f.13.12.2000,whichclearlyindicates,nothingcontainedinSub-section(3)ofSection67shallapplyinacasewheretheofferorinvitationtosubscribefo rsharesor debenturesis madetofiftypersonsormore.

Resultantly,after13.12.2000,anyofferofsecuritiesbyapubliccompanytofiftyperso nsormorewillbetreatedasapublicissueundertheCompaniesAct,evenifitisofdomes ticconcernoritisprovedthatthesharesordebenturesarenotavailableforsubscriptio norpurchasebypersonsotherthanthosereceivingtheofferorinvitation. (Emphasis supplied). 7.4 Section 67(3) provides for situations when an offer is not considered as offer to public. As per the said sub section, if the offer is one which is not 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 {(section 67(3)(a)}, or, if the offer is the domestic concern of the persons making and receiving the offer {(section 67(3)(b)}, the same are not considered as public offer. Under such circumstances, they are considered as private placement of shares and debentures. It is noted that as per the first proviso to Section 67(3) Companies Act, 1956, the public offer and listing requirements contained in that Act would become automatically applicable to a company making the offer to fifty or more persons.

7.5 In the instant case, as shown in the Table 4 and 5, the offer of NCDs and RPS and allotment was made by BKSIL, to more than 49 persons, the offer of RPS and offer of NCDs falls within the first proviso of section 67(3) of Companies Act. 7.6 From the brochure circulated by BKSIL for the Offer of NCDs, though it is stated that "The offer is being made on a private placement basis and cannot be accepted by any person other than to whom it has been offered. This offer cannot be transferred or rendered in anyone's favour", I find that the invitation for subscription to the Offer of NCDs were extended to "Individuals, Trusts, Corporate Bodies, Minors (through Guardians), Institutions, Mutual Funds, HUFs, and Co-operative Bodies". Such a generalized category of investor(s), cannot be said to satisfy the condition of specificity as required under Section 67(3) of the Companies Act. Moreover, in view of the allotment to more than 49 persons, the question of whether the impugned issue was a private placement or not does not arise. 7.7 Further, from the acknowledgment slip issued to an applicant/investor (acknowledging receipt of investment under the Offer of NCDs), I find that name of an 'Introducer' is included in addition to the applicant/investor's name, which would not have been required if such Offer was of domestic concern and made on private placement basis.

In this regard, reliance is placed on the following observations of the Hon'ble Supreme Court in the Sahara Case wherein it observed: "… Bonds also required to name an introducer, whose job evidently was to introduce the company to the prospective investor. If the offer was made to those persons related or associated with Sahara Group, there was no necessity of an introducer and an introduction …". 7.8 Therefore, it cannot be said that the impugned issues are private placement, as they do not satisfy the requirements mentioned in section 67(3)(a) and(b) of the Companies Act, 1956 and also the allotments have been made to more than 49 persons. In view of this, I hold that the impugned issues are deemed to be public issues and were mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 7.9 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, containing 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 per the aforesaid Section 2(36), “prospectus” means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate.

7.10 Neither the company nor the directors produced any record to show that BKSIL had issued Prospectus containing the disclosures mentioned in section 56(1) of the Companies Act, 1956, or filed a Prospectus with ROC or issued application forms accompanying the abridged prospectus. Therefore, I find that, BKSIL and the persons responsible for the failure to issue prospectus, has not complied with Section 56(1), 56(3) and 60 of the Companies Act, 1956. 7.11 Further, by issuing RPS and NCDs to more than forty nine persons, as stated above, BKSIL had to compulsorily list such securities in compliance with section 73 of the Companies Act, 1956. As per section 73(1) and (2) of the Companies Act, 1956, every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus, is required to make an application, before such offer,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 and if permission has not been applied for or not granted, the company is required to forthwith repay with interest all moneys received from the applicants.

7.12 The allegation of non-compliance of the above provisions were not denied by the company or directors. I find that no records have been submitted to indicate that it has made an application seeking listing permission from stock exchange nor refunded the amounts on account of such failure. Thus, BKSIL has contravened the said provisions. BKSIL or the directors have not provided any records to show that the amount collected by BKSIL are kept in a separate bank account. Therefore, I find that BKSIL 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. 7.13 Further as regards the violation of Debt Securities Regulations, it may be seen that the word, 'debt securities' has been defined as 'non-convertible debt securities which create or acknowledge indebtedness, and include debenture'. In view of the finding that BKSIL has made a public issue of debt securities, the Debt Securities Regulations is also applicable to the instant offer of NCDs.

Therefore, I find that the Company has violated the following provisions of the aforesaid Regulations, which contain inter alia conditions for public issue and listing of debt securities, viz.

i. Regulation 4(2)(a) – Application for listing of debt securities ii. Regulation 4(2)(b) – In-principle approval for listing of debt securities iii. Regulation 4(2)(c) – Credit rating has been obtained iv. Regulation 4(2)(d) – Dematerialization of debt securities v. Regulation 4(4) – Appointment of Debenture Trustee vi. Regulation 5(2)(b) – Disclosure requirements in the Offer Document vii. Regulation 6 – Filing of draft Offer Document viii. Regulation 7 – Mode of disclosure of Offer Document ix. Regulation 8 – Advertisements for Public Issues x. Regulation 9 – Abridged Prospectus and application forms xi. Regulation 12 – Minimum subscription xii. Regulation 14 – Prohibition of mis-statements in the Offer Document xiii. Regulation 15 – Trust Deed xiv. Regulation 16(1) – Debenture Redemption Reserve xv. Regulation 17 – Creation of Security xvi. Regulation 19 – Mandatory Listing xvii. Regulation 26 – Obligations of the Issuer, etc. 7.14 As regards the allegation of section 117C of the Companies Act, 1956, it may be seen that the said provision mandates the company to create a debenture redemption reserve for the redemption of such debentures, to which every year, adequate amounts should be credited out of its profits, until such debentures are redeemed.

None of the noticees denied this allegation. There is no material on record to show that such debenture reserve was created. Therefore, I hold that the company has violated section 117C of the Companies Act, 1956. 7.15 I note that the jurisdiction of SEBI over various provisions of the Companies Act, 1956 including the above mentioned, in the case of public companies, whether listed or unlisted, when they issue and transfer securities, flows from the provisions of Section 55A of the Companies Act, 1956. 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" 7.16 In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, SEBI has to administer Section 67 of that Act, so far as it relates to issue and transfer of securities, in the case of companies who intend to get their securities listed.

7.17 In view of the forgoing findings, I am of the view that BKSIL is engaged in fund mobilizing activity from the public, through the offer and issuance of NCDs and RPS and has contravened the provisions of sections 56, 60 and 73 and 117C of the Companies Act, 1956. 8.1 Whether BKSIL has appointed Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag), who are ineligible to act as Debenture Trustees for the offer of NCDs, in violation of Section 117B of the Companies Act, 1956and whether such persons have violated Section 12(1) of SEBI Act. 8.2 I find that BKSIL has filed one Form 10 with the RoCon September 8, 2011 creating a charge of Rs. 50 Crores. However, it filed Form 17 for satisfaction of the said charge on June 15, 2012. During the intervening period, it filed another Form 10 with the RoC on March 10, 2012, creating a charge of Rs. 200 Crores on its immovable properties for issue of secured debentures. However, on perusal of the balance sheet of the company for the year ended March 31 2012, it is observed that the fixed assets of the company comprises of land whose book value is only Rs. 21.14 lakhs.

In the first Form 10, Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag) is shown as the debenture trusteeand in the second Form 10, BharatKrishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee)is shown asthedebenture trustee. 8.3 Under section 117B of the Companies Act, 1956, no company shall issue a prospectus or a letter of offer to the public for subscription of its debentures, unless the company has, before such issue, appointed one or more debenture trustees for such debentures and the company has, on the face of the prospectus or the letter of offer, stated that the debenture trustee or trustees have given their consent to the company to be so appointed. 8.4 By virtue of Section 12(1) of the SEBI Act " 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". By virtue of Reg. 7 of the SEBI (Debenture Trustees) Regulations, 1993, only a scheduled bank carrying on commercial activity or, a public financial institution within the meaning of section 4A of the Companies Act, 1956 or, an insurance company or, a body corporate alone are eligible to get a certificate of registration as Debenture Trustee.

Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee), BharatKrishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag) are not eligible to obtain a certificate of registration since they do not satisfy the eligibility criteria mentioned in Reg. 7 of the SEBI (Debenture Trustees) Regulations, 1993. Neither did these persons claim that they had received certificate of registration issued by SEBI nor did the other noticees. 8.5 In view of above, I find that Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee); Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag) have dealt in the impugned NCDs as debenture trustees, without having a certificate of registration as Debenture Trustee in violation of Section 12(1) of the SEBI Act, 1992. Since the company has appointed the said persons who do not have a certificate of registration, the appointment of the same is in violation of section 117B of the Companies Act, 1956.

9.1 If the findings on question No.2 and 3 are found in the affirmative, who are liable for the violation committed? 9.2 Section 56(1) and 56(3) read with section 56(4) imposes the liability on the company, every director, and other persons responsible for the prospectus for the compliance of the said provisions. The liability for non-compliance of Section 60 of the Companies Act, 1956 is on the company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section. 9.3 As far as the liability under section 117B and 117C of the Companies Act, is concerned, the liability is on the company to comply with the said provisions. In respect of the liability under section 12(1) of the SEBI Act, the liability is on the Trustees who act so without the Certificate of Registration from SEBI as debenture trustee. 9.4 As far as the liability for non-compliance of section 73 of Companies Act, 1956 is concerned, as stipulated in section 73(2) of the said Act, the company and every director of the company who is an officer in default shall, from the eighth day when the company becomes liable to repay, 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 if the money is not repaid forthwith.

9.5 SEBI, as per section 27(2) of the SEBI Act, has the powers to proceed against directors of such companies. In cases of financial fraud, the role of directors in prevention of the same is of utmost importance. They are required to take diligent measures in preventing the same. They are also required not to be neglectful in the affairs of the company which results in the violation of various laws such as deemed public issue in violation of law. In deemed public issue in violation of law, money is collected from innocent, ill-informed and gullible public, without the Company giving the statutory protection available to those investors under the law such as, full and necessary disclosures about the company, an exit opportunity by way of listing of the shares. The purpose of refund in such cases as per law, is to protect the investors who have parted their money without having any opportunity of exit and without full disclosures about the Company which deprives their informed consent. 9.6 Reference may also be made to the ratio of the Hon‟ble High court of Madras in MadhavanNambiarvs Registrar Of Companies (2002 108 Comp Cas 1 Mad) which observed “In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal.

So also the treatment for such violations as stipulated in the Companies Act, 1956”. 9.7 SEBI also has powers under section 11 and 11B of the SEBI Act to pass direction of refund along with interest. The Hon‟ble Bombay High court in B.P.Plc (Formerly B.P.AmocoPlc) vs SEBI, (2002 (4) Bom CR 79), held that that SEBI has powers to award interest in exercise its power under section 11 and 11B of SEBI Act, as stated below:- “Applying the principles regarding award of interest as has been held by the Apex Court in Secretary, Irrigation Department vs. G.C.Roy (supra) to the effect "a person deprived of the use of money to which he is legitimately entitled to has a right to be compensated for the deprivation, call it by any name. It may be called "interest, compensation or damages," the investors are entitled to be compensated by way of interest for delayed payment. Under these circumstances we find no substance that there is no power to award such an interest.” 9.8 I note the following details from the "Register of Directors, Managing Directors, Manager and Secretary, etc", obtained by SEBI from the RoC, Kolkata, pertaining to the tenure of directors in the Company.

Table No. 6 Serial Name of directors Date of Joining Date of cessation No 1 Shri Prabir Kumar June 30, 2011 - Chattopadhyay 2 Shri Pradip Kumar Das April 1, 2013 - 3 Shri Gulzar Ahmed September 27, 2013 - 4 Shri Firoz Hossain June 30, 2011 September 27, 2013

10.1 In view of the provisions of law, Bharat KrishiSamridhi Industries Limited and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain are responsible for the non-compliance of the above mentioned provisions. They are co-extensively responsible along with the Company for making refunds along with interest under section 73(2) of the Companies Act, 1956 read with section 27(2) of the SEBI Act. 10.2 In view of the foregoing, the natural consequence of not adhering to the norms governing the issue of securities to the public and making repayments as directed under section 73(2) of the Companies Act, 1956 read with section 27(2) of the SEBI Act, is to direct the Bharat KrishiSamridhi Industries Limited and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain, to refund the monies collected through issuance of NCDs and RPS, with interest to such investors. In view of the violations committed by the Company, its directors, and the unregistered debenture trustees, to safeguard the interest of the investors who had subscribed to such preference shares and NCDs issued by the Company and to further ensure orderly development of securities market, it also becomes necessary for SEBI to issue appropriate directions against the Company and the other noticees. 11.1 In view of the foregoing observations and findings, I, in exercise of the powers conferred 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, namely, Bharat KrishiSamridhi Industries Limited and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain, shall forthwith refund the money collected by the Company through the issuance of RPS and NCDs, 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 dueto the investors till the date of actual payment. b) The repayments and interest payments to investors shall be effected only through Bank Demand Draft or Pay Order.

c) Bharat KrishiSamridhi Industries Limited and its present management is permitted to sell the assets of the Company only for the sole purpose of making the repayments including interest, as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. d) Bharat KrishiSamridhi Industries Limited and its Directors, viz., Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain, shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily (in Bengali) 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, Bharat KrishiSamridhi Industries Limited and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain, shall file a reportof such completion of repayment with SEBI, within three months from the date of this Order, certified by 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) Bharat KrishiSamridhi Industries Limited and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain, are 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) Bharat KrishiSamridhi Industries Limited and its directors Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed are directed to provide SEBI with all details sought vide SEBI letters dated December 6, 2013, January 30, 2014 and March 24, 2014, within 21 days from the date of receipt of this Order. h) In case of failure of Bharat KrishiSamridhi Industries Limited and its Directors, viz. Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain,to comply 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. i) Bharat KrishiSamridhi Industries Limited and its Directors, viz., Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain are directed not to, directly or indirectly, access the securities 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.

The above said directors are also restrained from 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 from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors. j) Bharat Krishi Secured Debenture Trust, Shri Swadesh Banerjee, Bharat Krishi Secured Debenture Development Trust, Shri Amit Samanta and Shri. Jagdish Chandra Nag are restrained from, acting as any intermediary, accessing the securities market and further restrained from buying, selling or dealing in securities, in any manner whatsoever, directly or indirectly, for a period of 4 years. k) The above directions shall come into force with immediate effect. 12.1 Copy of this Order shall be forwarded to the recognized stock exchanges and depositories for information and necessary action. 12.2 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 and other key persons.

12.3 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. 12.4 The copy of the SEBI letters dated December 6, 2013, January 30, 2014 and March 24, 2014 shall also be enclosed along withthis order to the addressees of the said letters.

Date :OCT/9/2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA