Order in the matter of En Aromatic & Petro Chemicals Limited (earlier known as Vamshi Chemicals Limited)

WTM/PS/83/NRO/IMD/NOV/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 the matter of En Aromatic & Petro Chemicals Limited (earlier known as Vamshi Chemicals Limited) In respect of: 1. En Aromatic & Petro Chemicals Limited [PAN: AAACV4431F], 2. Mr. Kishan Pal Singh [PAN: AVVPS8411M], 3. Mr. Chhotelal Shukla [PAN: CLJPS2300B], 4. Mr. Vishwa Bandhu Vashistha [PAN: ADFPV9924N], 5. Mr. Deenanath Maurya [PAN: BJJPM1012K] and 6. Mr. Mukesh Kumar Khare [PAN: BBVPK0966N] 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex-parte interim Order dated October 30, 2014 (hereinafter referred to as ‘the interim order’) had observed that the company, En Aromatic & Petro Chemicals Limited (earlier known as Vamshi Chemicals Limited) (hereinafter referred to as ‘Vamshi’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, by making offer and issuing Redeemable Cumulative Preference Shares (hereinafter referred to as ‘RCPS’) and had allegedly violated the provisions of Sections 56, 60 [read with Section 2(36)], 73 of the Companies Act, 1956 read with the Companies Act, 2013 and the SEBI (Disclosure and Investor Protection) Guidelines, 2000 (hereinafter referred to as ‘DIP Guidelines’) read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as ‘ICDR Regulations’).

In order to protect the interest of investors who had subscribed to the impugned offer and issue of RCPS and to prevent the Company from further carrying on with its fund mobilizing activity under the offer of RCPS, SEBI had issued the following directions: “… … 6. 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 and Clause 17 of the DIP Guidelines read with Regulation 111 of the ICDR Regulations, hereby issue the following directions – i. VCL shall not mobilize funds from investors through the Offer of RCPS 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. VCL and its Directors, viz. Shri Kishan Pal Singh (PAN: AVVPS8411M), Shri Chhotelal Shukla (PAN: CLJPS2300B), Shri Vishwa Bandhu Vashistha (PAN: ADFPV9924N), Shri Deenanath Maurya (PAN: BJJPM1012K) and Shri Mukesh Kumar Khare (PAN: BBVPK0966N) 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.

VCL and its 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. VCL and its Directors shall provide a full inventory of all its assets and properties; v. VCL and its Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by it through the Offer of RCPS without prior permission from SEBI; vi. VCL and its Directors shall not divert any funds raised from public at large through the Offer of RCPS which are kept in the bank account(s) and/or in the custody of VCL. 7. The above directions shall take effect immediately and shall be in force until further orders. … 9. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against VCL and its abovementioned Directors in accordance with law. ...” 2. The interim order observed that the prima facie observations made therein were on the basis of the information obtained from the Company and filings made with Registrar of Companies.

The interim order advised the Company and its directors that they may file their replies within 21 days from the date of receipt of the order and also to seek an opportunity of personal hearing.

3. The interim order was forwarded to the Company and its directors at the addresses available on record. The Company vide its letter dated November 19, 2014, requested for six (6) weeks’ time to file the detailed reply and sought an opportunity of personal hearing. Vide this letter, it also submitted that all the documents and information as was sought by SEBI had been provided and no applicable law has been violated by it.

4. An opportunity of personal hearing was granted to the Company and its directors on April 20, 2015 on their request and the same was communicated vide letters dated March 24, 2015. The letters issued to the Company and its directors namely Mr. Kishan Pal Singh and Mr. Chhotelal Shukla had returned undelivered. Further, the directors namely Mr. Deenanath Maurya (vide email dated April 11, 2015), Mr. Mukesh Kumar Khare (vide email dated April 17, 2015) and Mr. Vishwa Bandhu Vashistha (vide email dated April 20, 2015) had expressed their inability to attend the personal hearing on the date fixed and also requested for another opportunity of personal hearing. The request of the directors of the Company was considered and another opportunity of personal hearing was granted to the Company and its directors on May 15, 2015. The intimation regarding the same was sent vide letters dated April 29, 2015. However, on the date of personal hearing, no one appeared for the Company and its directors. Considering that reasonable opportunities to the Company and its directors have already been afforded for making submissions in the matter, I proceed further on the basis of the material available on record.

5. I have considered the interim order and the material available on record. The following are the observations from the interim order: “… i. VCL was incorporated on November 15, 1996, with the ROC, N.C.T of Delhi and Haryana with Corporate Identification Number (CIN) U51311DL1996PLC083297 having its registered office is at 487/88, No. 1, First Floor, Mangal Bazaar Road, Near Sidh Baba Mandir, Peera Garhi, New Delhi – 110087. ii. The Directors of VCL are Shri Kishan Pal Singh, Shri Chhotelal Shukla, Shri Vishwa Bandhu Vashistha, Shri Deenanath Maurya and Shri Mukesh Kumar Khare. iii. VCL issued "Redeemable Cumulative Preference Shares" ("Offer of RCPS") during the financial years 2003-04, 2004-05, 2005-06, 2006–07, 2009-10 and 2010-11, details of the same are tabulated as under:- Year No. of Amount Per No. of persons to Total Amount Securities Share ( ) whom issued (Approx.) Raised ( )

2003-04 41,000 1,000 5,472 4,10,00,000 2004-05 2,55,444 1,000 36,597 25,54,44,000 2005-06 60,585 1,000 7,459 6,05,85,000 2006-07 1,550 1,000 93 15,50,000 2009-10 2,29,390 1,000 34,666 22,93,90,000 2010-11 26,999 1,000 4,718 2,69,99,000 Total 6,14,968 1,000 89,005 61,49,68,000 …”

6. The Company vide its letter dated November 19, 2014, while writing on behalf of itself and its directors has only submitted that no applicable law has been violated by it. I note that no further submissions have been made by the Company or its directors. The interim order alleged that the Company had issued and allotted RCPS to about 89,005 individuals/ investors and had mobilized funds amounting to about 61.49 crore during the Financial Years 2003-04, 2004-05, 2005-06, 2006-07, 2009- 10 and 2010-11, without complying the ‘public issue’ norms stipulated under Sections 56, 60 read with Section 2(36) and 73 of the Companies Act, 1956 read with the Companies Act, 2013 and the SEBI (Disclosure and Investor Protection) Guidelines, 2000 (‘DIP Guidelines’) read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘ICDR Regulations’). The interim order had also alleged that the Company, by issuing shares to more than 49 persons, had made a public issue of RCPSs in terms of the first proviso to Section 67(3) of the Companies Act, 1956. I note from the allotment of RCPS had happened during the Financial Years 2003-04, 2004-05, 2005-06, 2006-07, 2009-10 and 2010-11.

7. In order to ascertain whether an issue of securities is a 'public issue' or done on 'private placement', it is necessary to make a reference to Section 67(3) of the Companies Act, 1956, which reads as under: “67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (2) ...

(3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” In terms of Section 67(3), as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, no offer or invitation shall be treated as made to the public by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can properly be regarded, in all 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. In terms of the first proviso to the aforesaid section, the provisions of Section 67(3) shall not apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. Therefore, the number of subscribers becomes relevant in order to conclude whether an issue of shares are for public or on a private placement basis. In view of the same, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue.

8. The Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others Vs. SEBI and another (Civil Appeal Nos. 9813 and 9833 of 2011; decided on August 31, 2012) (‘the Sahara case’) had inter alia held that – “Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the “section of the public”.

Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is 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 otherwise as being a domestic concern of the persons making and receiving the offer or invitations. Section 67(3) is, therefore, an exception to Sections 67(1) and (2). If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. … Resultantly, if an offer of securities is made to fifty or more persons, it would be deemed to be a public issue, even if it is of domestic concern or proved that the shares or debentures are not available for subscription or purchase by persons other than those received the offer or invitation. … I may, therefore, indicate, subject to what has been stated above, in India 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. …” 9. It can be seen that the number of persons to whom RCPS were allotted clearly exceeded 49. Therefore, considering the number of persons from whom monies were mobilised by the Company by issuing RCPSs, which is definitely more than 49 persons, it can be concluded that the Company had made a public issue of RCPS in terms of the first proviso to Section 67(3) of the Companies Act, 1956.

10. By making a public issue of RCPS, as discussed above, 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 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. …” 11. In view of the above observations, by virtue of Section 55A(a) and (b), the SEBI has jurisdiction and would govern the issue of RCPS as the same was made to more than 49 persons. 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, in respect of its offer and issue of RCPS. 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'.

12. The interim order has alleged that the Company failed to comply with Section 73 of the Companies Act, 1956 in respect of its issuance of RCPS. By issuing RCPS to more than 49 persons, the Company had to compulsorily list such securities in compliance with Section 73(1) of the Companies Act, 1956. 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. There is no material on record to say that the Company has filed an application with a recognised stock exchange to enable the RCPS to be dealt with in such exchange. Therefore, the Company has failed to comply with this requirement.

13. Section 73(2) of the Companies Act, 1956 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 RCPS, the Company had to forthwith repay such money collected from the investors. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director of the Company is jointly and severally liable to repay with interest at such rate. There is no material on record to say that the Company has complied with the provisions of Section 73(3) and has kept the moneys received in a separate bank account maintained with a Scheduled Bank.

14. The Company was also mandated to comply with the provisions of DIP Guidelines, while issuing RCPSs. The interim order has stated that the Company failed to comply with the following clauses: “… 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 centers including 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) As per Regulation 111(1) of the ICDR Regulations, the DIP Guidelines, "shall stand rescinded". However, Regulation 111(2) of the ICDR Regulations, provides that:

"(2) Notwithstanding the repeal under sub-section (1) of the repealed enactments,— (a) anything done or any action taken or purported to have been done or taken including observation made in respect of any draft offer document, any enquiry or investigation commenced or show cause notice issued in respect of the said Guidelines shall be deemed to have been done or taken under the corresponding provisions of these regulations; (b) any offer document, whether draft or otherwise, filed or application made to the Board under the said Guidelines and pending before it shall be deemed to have been filed or made under the corresponding provisions of these regulations.”

15. I note that the Company had mobilized about 61.49 crore from the public under its offer and issue of RCPS and in doing so it has failed to comply with the provisions of the Companies Act, 1956. The details taken from the ‘MCA 21’ portal and the correspondence of the Company are sufficient to substantiate the charges.

16. I note that the interim order was issued against the directors of the Company namely Mr. Kishan Pal Singh, Mr. Chhotelal Shukla, Mr. Vishwa Bandhu Vashistha, Mr. Deenanath Maurya and Mr. Mukesh Kumar Khare.

a. The details of the directors of the Company as perused from the ‘MCA 21’ portal are as under:

Date of DIN/DPIN/PAN Full Name Designation Appointment 02824654 DEENA NATH MAURYA Director 15/10/2009 02706032 CHHOTELAL SHUKLA Additional director 21/09/2010 02707338 VISHWA BANDHU VASHISTHA Managing director 19/08/2008 02350363 KISHAN PAL SINGH Additional director 31/03/2012 06400147 MUKESH KUMAR KHARE Additional director 02/04/2013 b. The Company had commenced the offer and issuance of RCPS from 2003-2004 and continued with its money mobilization activity at least till the financial year 2010-11. The liability for the compliance as per Section 56 of the Companies Act, 1956 is on the company, every director, and persons responsible for the issuance of the prospectus. The liability of the Company to repay under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act, is continuing and the same continues till all the repayments are made to the investors/ public. Therefore, the directors who were present during the period when the Company had made the offer and allotted RCPS shall be liable for violation of Sections 56, 60 and 73 of the Companies Act, 1956 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 joined the Company’s Board pursuant to the offer and allotment of RCPS shall also be liable if the Company and the concerned directors have failed to make refunds to the investors/ public, as mandated under the discussed provisions of law.

c. From the table above, it is noted that Mr. Vishwa Bandhu Vashistha, Mr. Deenanath Maurya and Mr. Chhotelal Shukla were the directors of the Company at the time of impugned issues and allotment of RCPS. These persons continue to be the directors in the Company, however, they have not responded to the interim order even after seeking an extension of time for replying, and are therefore responsible for the affairs of the Company. From the above observations, it can be concluded that the Mr. Vishwa Bandhu Vashistha, Mr. Deenanath Maurya and Mr. Chhotelal Shukla are liable, jointly and severally, for making refunds to the investors as mandated under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act.

d. Other directors namely Mr. Kishan Pal Singh and Mr. Mukesh Kumar Khare had joined the Company on March 31, 2012 and April 02, 2013, respectively. They are also the present directors of the Company. It is observed that they have not exercised necessary diligence after becoming the director in the Company. The inaction by these against the management (for violating the public issue norms as stipulated under the Companies Act, 1956 while making the offer and issuing the preference shares), even after the receipt of the interim order, leads one to conclude on a possible collusion with the Company and its management. Further, Mr. Kishan Pal Singh and Mr. Mukesh Kumar Khare have also not taken any steps to remedy the violations committed. Therefore, I hold Mr. Kishan Pal Singh and Mr. Mukesh Kumar Khare to be responsible for the affairs of the Company and liable for the contraventions found against the Company and also for the consequences of such violations.

17. I note that Vamshi and its directors namely Mr. Kishan Pal Singh, Mr. Chhotelal Shukla, Mr. Vishwa Bandhu Vashistha, Mr. Deenanath Maurya and Mr. Mukesh Kumar Khare were required to provide full inventory of the assets and properties within 21 days from the date of receipt of interim order. However, no such details have been filed till date.

18. In view of the discussion above, appropriate action in accordance with law needs to be initiated against the Company and the directors/ promoters in charge of the affairs of the Company during the relevant period.

19. Therefore, 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 and 11B thereof hereby issue the following directions:

a. The Company, En Aromatic & Petro Chemicals Limited [PAN:AAACV4431F, Mr. Kishan Pal Singh [PAN: AVVPS8411M], Mr. Chhotelal Shukla [PAN: CLJPS2300B], Mr. Vishwa Bandhu Vashistha [PAN: ADFPV9924N], Mr. Deenanath Maurya [PAN: BJJPM1012K] and Mr. Mukesh Kumar Khare [PAN: BBVPK0966N] jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Redeemable Cumulative Preference Shares (which have been found to be issued in contravention of the public issue norms stipulated under the Companies Act, 1956), to the investors including the money collected from investors, till date, pending allotment of RCPS, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.

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

c. The Company/ its present management is 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 shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily (in Bangla) with wide circulation, detailing the modalities for refund, including details on 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 report of such completion of repayment with SEBI, within a period of three (3) 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. The Company/ its present management are also directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/ securities, if held in physical form.

g. In case of failure of En Aromatic & Petro Chemicals Limited and its directors namely Mr. Kishan Pal Singh, Mr. Chhotelal Shukla, Mr. Vishwa Bandhu Vashistha, Mr. Deenanath Maurya and Mr. Mukesh Kumar Khare, to comply with the aforesaid directions SEBI, on the expiry of the three months period from the date of this order,- i. shall recover such amounts in accordance with Section 28A of the SEBI Act including such other provisions contained in securities laws.

ii. 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. iii. 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 iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.

h. The Company is directed not to, directly or indirectly, access the capital market by issuing prospectus, offer document or advertisement soliciting money from the public and is 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 four (4) years from the date of completion of refunds to investors, made to the satisfaction of SEBI, as directed above. The Company is restrained from accessing the securities market for the purposes of raising funds with immediate effect.

i. The directors namely Mr. Kishan Pal Singh, Mr. Chhotelal Shukla, Mr. Vishwa Bandhu Vashistha, Mr. Deenanath Maurya and Mr. Mukesh Kumar Khare are restrained from accessing the securities market and are further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, with immediate effect. They are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, with immediate effect. This restraint shall continue to be in force for a further period of four (4) years on completion of the repayments, as directed above.

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

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

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

22. A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/ concerned Registrar of Companies, for their information and necessary action with respect to the directions/ restraint imposed above against the Company and the individuals.

Date : November 04, 2015 PRASHANT SARAN Place : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA