Order in the matter of ' Eris Energy Limited

WTM/RKA/EFD/175/2016 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 and regulation 28 of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, in respect of:

1. Eris Energy Limited 2. Mr. Devid Haslaf 3. Mr. Kedar Chandra Bera 4. Mr. Miarul Sekh 5. Mr. Subhrajit Banik 6. Smt. Uma Shankar Shaw 7. Mr. Debdulal Banik Chowdhury 8. Mr. Avjit Chowdhury 9. Mr. Roy Sougata 10. Mr. Arjun Saha 11. Mr. Subrata Das 12. Smt. Sumita Das 13. Mr. Sekhar Chandra Koley 14. Mr. Himdari Bag 15. Mr. Rabin Kundu 16. Mr. Pallab Pandit and 17. Mr. Bijay Sarkar

In the matter of issuance of Non-Convertible Secured Redeemable Debentures by Eris Energy Limited. 1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”), conducted a preliminary examination into the issuance of Non-Convertible Secured Redeemable Debentures (hereinafter referred to as “NCDs”) by Eris Energy Limited (hereinafter referred to as “the company” or “EEL”) with a view to ascertain the possible violations of the public issue norms stipulated under the Companies Act, 1956 and other applicable laws pertaining to SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as “the ILDS Regulations”). 2. Pursuant to the examination, SEBI passed an interim order dated June 18, 2015 (hereinafter referred to as “interim order”) against the company, its directors, Mr. Devid Haslaf, Mr. Kedar Chandra Bera and Mr. Miarul Sekh and its past directors, Mr. Subhrajit Banik, Smt. Uma Shankar Shaw, Mr.

Order in respect of Eris Energy Limited and others

Debdulal Banik Chowdhury, Mr. Avjit Chowdhury, Mr. Roy Sougata, Mr. Arjan Saha, Mr. Subrata Das, Smt. Sumita Das, Mr. Sekhar Chandra Koley and Mr. Himdari Bag and the persons engaged as debenture trustees, namely, Mr. Rabin Kundu, Mr. Pallab Pandit and Mr. Bijay Sarkar {collectively referred to as “noticees”}, in view of the following:

(i) “Under the Offer of NCDs, it is observed that during the Financial Years 2011–12, 2012–13 and 2013–14, EEL allotted NCDs to at least 205 individuals/investors and mobilized funds amounting to a total of ₹ 203.05 Lakhs. The number of investors ….. under the Offer of NCDs alongwith the amount mobilized therein, during the aforesaid Financial Years would prima facie indicate that such Offer was a public issue of securities ….” (ii) “…..the number of allottees and amount raised under the Offer of NCDs ….. have been arrived at by merely collating data from the complaints received against EEL No details have been provided by either EEL or its Directors despite being given several chances to do so. It appears most likely that the actual number of allottees and amount mobilized by EEL under such Offer could be much more than the figures indicated ………” (iii) “EEL 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, Sections 117B–117C) read with the Debt Securities Regulations.” (iv) “Shri Bijay Sarkar, Shri Rabin Kundu and Shri Pallab Pandit, have acted as unregistered Debenture Trustees, which amounts to violation of the abovementioned provisions of the SEBI Act read with the Debenture Trustees Regulations”.

3. In view of the alleged contraventions and for the reasons stated in the interim order, the following directions were issued therein: i. “EEL (PAN: AACCE6890R) shall forthwith cease to mobilize 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. EEL and its present Directors, viz. Shri Devid Haslaf (DIN: 06594846; PAN: AHUPH9113Q), Shri Kedar Chandra Bera (DIN: 05203711; PAN: AUDPB3525G), Shri. Miarul Sekh (DIN: 05134527; PAN: CQYPS9419K), 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. The past Directors of EEL, viz. Shri Subhrajit Banik (DIN: 02913681; PAN: ANRPB9054H), Smt. Uma Shankar Shaw (DIN: 03644930; PAN: BDBPS9453C), Shri Debdulal Banik Chowdhury (DIN: 05325110; PAN: AHCPC4610M), Shri Avjit Chowdhury (DIN: 05358817; PAN: APEPC8255N), Shri Roy Sougata (DIN: 03328112; PAN: AJVPR6895C), Shri Arjun

Saha (DIN: 02457813; PAN: AVIPS6571K), Subrata Das (DIN: 02457681; PAN: AEYPD5580Q), Smt. Sumita Das (DIN: 02645151; PAN: AHTPD9166G), Shri Sekhar Chandra Koley (DIN: 06454703; PAN: BUOPK8353F), Shri. Himdari Bag (DIN: 02729318; PAN: AJXPB3796L), 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; iv. EEL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; v. EEL shall provide a full inventory of all its assets and properties; vi. EEL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. EEL and its 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, without prior permission from SEBI; viii.

EEL and its abovementioned present 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 EEL; ix. EEL and its abovementioned past and present Directors shall furnish complete and relevant information (as sought by SEBI letters dated August 29, 2013), within 14 days from the date of receipt of this Order including full details of amount mobilized under the Offer of NCDs till date, list of debenture holders, names and addresses of such debenture holders, date(s) on which debentures were allotted under the Offer of NCDs, etc.; x. The Debenture Trustees, viz. Shri Bijay Sarkar, Shri Rabin Kundu and Shri Pallab Pandit, are prohibited from involvement in any new issue of debentures, etc. in a capacity similar to their assignment as debenture trustees in respect of the Offer of NCDs of EEL, from the date of this order till further directions.” 4. The interim order advised the company and the aforesaid directors to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the 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 along with 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.

5. The Debenture Trustee, viz. Mr. Rabin Kundu, Mr. Pallab Pandit and Mr. Bijay Sarkar were advised to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act including restraining them from accessing the securities market and further restraining them from buying, selling or dealing in securities, in any manner whatsoever, for an appropriate period should not be issued.

6. The noticees were afforded opportunity to file their reply within 21 days of receipt of the interim order and to seek a personal hearing, if they desired. The interim order was forwarded to the noticees vide SEBI letters dated June 19, 2015. 7. The noticees were also informed vide SEBI’s letter dated August 31, 2016 that an opportunity of personal hearing was afforded to them on September 29, 2016. As the interim order could not be delivered to some of the noticees at their last known address, SEBI made a public notice in the newspapers on August 28, 2016 and August 29, 2016 (in Times of India-Kolkata Edition, Dainik Bhaskar and Anand Bazaar Patrika) intimating the noticees about the interim order and the personal hearing fixed on September 29, 2016. They were also advised to file their replies before the date of personal hearing. 8. Noticee, Mr. Avijit Chowdhury, vide e-mails dated September 26th and 27th, 2016, inter alia made the following submissions: (a) He was a director in the company from May 09, 2014 to July 17, 2014 (a period of 2 months and 9 days). (b) The company had raised money from public through NCDs. (c) From being saved from the investigation, the promoter-director who had siphoned off the funds had resigned from the company. He had appointed new persons like him who do not have basic knowledge of Act and Rules. He was an employee of the company who was falsely made a director. (d) He was misguided and cheated by the promoter/directors of the company. A common person like him does not have legal understanding and the consequences of becoming a director of such type of companies. He was promised remuneration but the company never paid him. (e) In the meanwhile, he got in touch with a learned professional who had advised him to resign from all the companies in which he had become a director to avoid ‘future hazard’. (f) When he noticed that the object of the company is to defraud the people, the he had no other way except to resign. He was appointed in the company for only 69 days (09.05.2014 to 17.07.2014).

(g) He is not a promoter director or shareholder of the company. He did not sign in any paper of the company during his directorship. The company did not transfer or issue shares to him. (h) He did not receive any remuneration in cash/kind or through banking channel. (i) He never conducted any meeting of members for fund raising or motivated people to deposit their funds with the company. There was no proper Board Meeting held during his directorship. (j) He has not signed in the company’s Balance Sheet/Profit & Loss Account. (k) There was no proper Board meeting held in the company during his directorship. He had no authority in the company and had worked as an employee only. He does not know how much money the company had mobilized and that there is no proper account and he does not have access to the accounts. (l) Though he asked the promoter of the company to provide him all documents, the same was not done. (m) He has requested SEBI to discharge him from the proceedings.

9. In the personal hearing held on September 29, 2016, notice, Mr. Arjun Saha appeared along with his Advocate, Mr. Swarna Kamal Datta. Submissions dated September 29, 2016 along with copy of resignation letter (in Bengali) were submitted. Oral submissions were also made. Liberty was granted to file additional written submissions, if any, within a period of one week. The following are the submissions of this noticee made vide his letters dated September 29, 2016 and March 09, 2015: (a) His attachment/involvement with the company was for a short span of time. (b) He has referred to his previous letters sent to SEBI and the personal hearing in another matter on September 03, 2015. (c) The Provident Fund Organization has initiated proceedings under section 14B of the Employees Provident Funds and Miscellaneous Provisions Act, 1952 against the company and a hearing was held on June 14, 2016. After being satisfied of his submissions and also after perusal of documents, the Asst. PF Commissioner had directed that the noticee need not be summoned until ordered specifically. 10. Noticee, Mr. Avijit Choudhury, vide letter dated September 10, 2016 and e-mail dated September 26, 2016 submitted that he is physically not fit and does not have the financial means to attend the personal hearing in Mumbai and requested for a personal hearing in Kolkata. As adequate opportunity was already granted for hearing and filing of submissions, the above request was rejected. It is noted that this noticee had already filed his submissions vide e-mail dated September 27, 2016 along with copies of Form No. DIR-11 with respect to his appointment as director and resignation. He was therefore granted liberty to file additional written submissions, if any, along with supporting documents within a period of 10 days. Other noticees neither appeared in the personal hearing nor filed their submissions despite a public notice. The proceedings of personal hearing were concluded.

11. SEBI, vide email dated October 05, 2016 advised Mr. Avijit Choudhury that he may file additional written submissions, if any, alongwith supporting documents within a period of 10 days. However, the noticee has not filed any additional submissions till date. 12. I have considered the interim order and material available on record. The prima facie findings made in the interim order are undisputed as none of the noticees have objected to the same. Therefore, I do not wish to burden this Order by repeating the entire facts and observations mentioned in the interim order. The company is alleged to have made a public offer and issued NCDs without complying with the public issue norms mandated under the Companies Act, 1956 and the ILDS Regulations. In this regard, I note the following undisputed facts and observations made in the interim order: (a) The company issued NCDs during FY 2011-12, 2012-13 and 2013-14 as per the details below: Year Amount mobilized (` in lakhs) No. of allottees 2011-12 88.80 73 2012-13 83.51 102 2013-14 30.74 30 Total 203.05 205 (b) The number of allottees and the amount mobilized as indicated in the Table above was arrived at on the basis of documents submitted by the complainants to SEBI.

The company failed to provide complete information regarding its offer and issue of NCDs. Therefore, the number of allottees and the amount mobilized would be higher than that indicated above. (c) Till date, the company/its directors failed to furnish the complete and relevant information (sought vide SEBI letter dated August 29, 2013), though they were specifically directed to do so in the interim order. 13. The conduct of the company/its directors in not co-operating with SEBI despite a public notice, indicates that they deliberately concealed the actual details of their issue of NCDs. Considering the number of allottees, the substantial amounts mobilized from investors during FYs 2011-12, 2012- 13 and 2013-14 and the concealment of complete information regarding the offer and issuance of NCDs and the amounts raised thereby, it can be held that the company made a public issue of NCDs in terms of the first proviso to section 67(3) of the Companies Act, 1956. As the issuance of NCDs by the company was a ‘public issue’, it ought to have complied with the provisions of sections 60 read with section 2(36), 56(1), 56(3), 73, 117B and 117C of the Companies Act, 1956 and regulations 4(2)(a), (b), (c), (d), 4(4), 5(2)(b), 6, 7, 8, 9, 12, 14, 15, 16, 17, 19 and 26 of the ILDS Regulations, as alleged in the interim order.

In the present case, there is no record to show that the company complied with the requirements of the aforementioned provisions of law. Accordingly, I find the company liable for contravening the aforesaid provisions of the Companies Act, 1956 and the ILDS Regulations. 14. The interim order has issued directions in respect of the directors, Mr. Devid Haslaf, Mr. Kedar Chandra Bera, Mr. Miarul Sekh, Mr. Subhrajit Banik, Smt. Uma Shankar Shaw, Mr. Debdulal Banik Chowdhury, Mr. Avjit Chowdhury, Mr. Roy Sougata, Mr. Arjun Saha, Mr. Subrata Das, Smt. Sumita Das, Mr. Sekhar Chandra Koley and Mr. Himdari Bag. The details regarding their date of appointment and resignation, if any, is mentioned in the Table below:

Name Date of appointment Date of resignation Mr. Devid Haslaf 20.05.2014 Continuing as director Mr. Kedar Chandra Bera 20.05.2014 Continuing as director Mr. Miarul Sekh 20.05.2014 Continuing as director Mr. Subhrajit Banik 03.12.2012 20.05.2014 Smt. Uma Shankar Shaw 23.11.2011 20.05.2014 Mr. Debdulal Banik 11.07.2012 20.05.2014 Chowdhury Mr. Avjit Chowdhury 09.05.2014 17.07.2014 Mr. Roy Sougata 16.04.2012 03.12.2012 Mr. Arjun Saha 23.11.2011 11.07.2012 Mr. Subrata Das 01.04.2011 25.11.2011 Smt. Sumita Das 01.04.2011 25.11.2011 Mr. Sekhar Chandra Koley 09.05.2014 17.07.2014 Mr. Himdari Bag 09.05.2014 30.05.2014

15. In terms of section 291 of the Companies Act, 1956, the Board of Directors of a company shall be entitled to exercise all such powers and do all such acts and things as the company is authorized to exercise and do. Therefore, the Board of Directors being responsible for the conduct of the business of a company will be liable for any non-compliance of law and such liability shall be upon the individual directors also. Section 56(1) and 56(3) read with section 56(4) imposes the liability for the non-compliance of the said provisions, on the company, every director, and other persons responsible for the issuance of the prospectus. The liability for non-compliance of section 60 of the Companies Act is on the Company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section. Further, the directors of a company shall be liable for action in case of contravention of the ILDS Regulations. 16. The liability of the company and directors to repay under section 73(2) of the Companies Act, 1956 would remain until the whole of the subscription amount along with interest is refunded to the allottees/investors.

Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the company made the offer and allotted NCDs shall be liable for violation of sections 56, 60 and 73 of the Companies Act, 1956 and the ILDS Regulations. Further, the persons who join the company’s Board as directors pursuant to the offer and allotment of securities shall also be liable if the company/concerned directors fail to make refunds as mandated under sections 73(2) of the Companies Act, 1956. In the present case, the mobilization, as per the interim order, was during FYs 2011-12, 2012-13 and 2013-14 in contravention of the public issue norms as concluded above. 17. With respect to the breach of law and duty by a director of a company, I refer to and rely on the following observations made by the Hon’ble High Court of Madras in Madhavan Nambiar vs Registrar of Companies (2002 108 Comp Cas 1 Mad): “13. …. A director either full time or part time, either elected or appointed or nominated is bound to discharge the functions of a director and should have taken all the diligent steps and taken care in the affairs of the company.

14. 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.” 18. Mr. Arjun Saha has referred to his pervious submissions to SEBI. However, on perusal of the same, it is noted that the same were made with respect to the matter concerning Hooghly Trading Limited. Even the resignation attached to the submissions pertains to his resignation as a director from Hooghly Trading Limited. It is also noted that the Order/proceedings of PF Commissioner pertains to a company called Eris Marketing Services Limited and not of the instant company (i.e. Eris Energy) against whom the present proceedings are initiated. Therefore, the documents/letters become extraneous to the instant matter. Having assumed the role of a director, this noticee cannot plead ignorance.

He was a director in the company from November 23, 2011 to July 11, 2012, during the period when the company mobilized public funds unlawfully through offer and issue of NCDs. He therefore becomes responsible along with other noticees for the violations committed by the company and liable for consequences thereof. 19. Mr. Avijit Chowdhury has admitted that he was a director from May 09, 2014 to July 17, 2014. He has stated that he was not aware of the consequences that are associated with companies which illegally mobilise public money. He further stated that he resigned from such companies on the advice of a professional. The noticee having understood that the company was illegally mobilizing money should have informed the authorities including SEBI. The noticee also claims that he was misguided and cheated by the promoter/director and made a director. However, he has not informed whether he has taken any action against those responsible for the same. Therefore, having become a director, this noticee cannot plead that he was ignorant of the applicable law and compliances associated with the position of a director.

Though he became a director on May 09, 2014, he is liable under section 73(2) of the Companies Act, 1956 for making refunds of the mobilized amount as the same have not been returned yet by the company and others responsible. Accordingly, he also becomes liable along with other noticees for the default committed in making refunds as mandated under law.

20. Accordingly, Mr. Subhrajit Banik, Smt. Uma Shankar Shaw, Mr. Debdulal Banik Chowdhury, Mr. Roy Sougata, Mr. Arjun Saha, Mr. Subrata Das and Smt. Sumita Das, being the directors during the period when the company made offer and mobilized public funds through NCDs shall be liable for the contravention of sections 60 read with section 2(36), 56(1), 56(3), 73, 117B and 117C of the Companies Act, 1956 and the aforesaid provisions of the ILDS Regulations. Mr. Devid Haslaf, Mr. Kedar Chandra Bera, Mr. Miarul Sekh, Mr. Sekhar Chandra Koley, Mr. Avijit Chowdhury and Mr. Himdari Bag shall be liable for default in making refunds in terms of section 73(2) of the Companies Act, 1956. All the aforesaid persons are ‘officers in default’ in terms of section 5 of the Companies Act, 1956. 21. In view of the foregoing observations, the company and its past and present directors (mentioned in the above paragraph) are liable for the consequences including refund of the subscription money to the allottees along with interest at 15% p.a. as mandated under section 73(2) of the Companies Act, 1956 read with rule 3(c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

22. The interim order has observed that the company created a charge of ₹100 crores and appointed Mr. Bijay Sarkar as Debenture Trustee for the offer of NCDs for the period - February 28, 2011 to February 06, 2012. Thereafter, Mr. Rabin Kundu and Mr. Pallab Pandit were appointed as Debenture Trustees for the period - February 8, 2012 to September 2, 2013. It is alleged that the said Debenture Trustees acted in contravention of section 12(1) of the SEBI Act and regulation 7 of the SEBI (Debenture Trustees) Regulations, 1993. Section 12(1) of the SEBI Act, 1992 mandates that a Trustee shall buy, sell or deal in securities, except under and in accordance with the conditions of a certificate of registration obtained from SEBI. It is an undisputed fact that the above said persons were never registered with SEBI as ‘debenture trustee’. Further, in terms of regulation 7 of the Debenture Trustee Regulations, a person can act as a debenture trustee only if he is either a scheduled bank or a public financial institution or an insurance company or a body corporate. As Mr. Bijay Sarkar, Mr. Rabin Kundu and Mr. Pallab Pandit are natural persons, they are not therefore eligible under the said regulation 7 to be engaged as a debenture trustees.

Accordingly, I find them guilty of contravening section 12(1) of the SEBI Act and regulation 7 of the Debenture Trustee Regulations. 23. In view of the foregoing, I, in exercise of the powers conferred under sections 11(1), 11(4), 11A and 11B read with section 19 of the Securities and Exchange Board of India Act, 1992 and regulation 28 of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, hereby issue the following directions: (i) Eris Energy Limited (PAN: AACCE6890R), Mr. Devid Haslaf (DIN: 06594846; PAN: AHUPH9113Q), Mr. Kedar Chandra Bera (DIN: 05203711; PAN: AUDPB3525G), Mr. Miarul Sekh (DIN: 05134527; PAN: CQYPS9419K), Mr. Subhrajit Banik (DIN: 02913681; PAN: ANRPB9054H), Smt. Uma Shankar Shaw (DIN: 03644930; PAN: BDBPS9453C), Mr. Debdulal Banik Chowdhury (DIN: 05325110; PAN: AHCPC4610M), Mr. Avjit Chowdhury (DIN: 05358817; PAN: APEPC8255N), Mr. Roy Sougata (DIN: 03328112; PAN: AJVPR6895C), Mr. Arjun Saha (DIN: 02457813; PAN: AVIPS6571K), Mr. Subrata Das (DIN: 02457681; PAN: AEYPD5580Q), Smt. Sumita Das (DIN: 02645151; PAN: AHTPD9166G), Mr. Sekhar Chandra Koley (DIN: 06454703; PAN: BUOPK8353F) and Mr. Himdari Bag (DIN: 02729318; PAN: AJXPB3796L), shall within a period of three months from the date of this order, jointly and severally refund the money collected through the issue of NCDs to the allottees with interest at the rate of 15% per annum from the date of receipt of money till the date of such refund.

(ii) Such refund shall be made only in cash through a Demand Draft or Pay Order. (iii) Eris Energy Limited and its directors shall within fifteen days from the date of this Order submit to SEBI complete details of their assets (along with proofs thereof) certified by a peer reviewed Chartered Accountant.

(iv) Eris Energy Limited and its directors are permitted to sell assets of the company and deposit the sale proceeds in an Escrow Account opened with a nationalized bank. Such proceeds shall be utilized for the sole purpose of making refund/ repayment to the allottees of non-convertible debentures till the full refund/ repayment as directed above is made. (v) Eris Energy Limited and its directors 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, Eris Energy Limited and its directors 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 noticees 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) Eris Energy Limited, Mr. Devid Haslaf, Mr. Kedar Chandra Bera, Mr. Miarul Sekh, Mr. Subhrajit Banik, Smt. Uma Shankar Shaw, Mr. Debdulal Banik Chowdhury, Mr. Avjit Chowdhury, Mr. Roy Sougata, Mr. Arjun Saha, Mr. Subrata Das, Smt. Sumita Das, Mr. Sekhar Chandra Koley and Mr. Himdari Bag 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 allottees, whichever is later. (ix) Mr. Devid Haslaf, Mr. Kedar Chandra Bera, Mr. Miarul Sekh, Mr. Subhrajit Banik, Smt. Uma Shankar Shaw, Mr. Debdulal Banik Chowdhury, Mr. Avjit Chowdhury, Mr. Roy Sougata, Mr. Arjun Saha, Mr. Subrata Das, Smt. Sumita Das, Mr. Sekhar Chandra Koley and Mr. Himdari Bag 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 allottees, whichever is later.

(x) Mr. Bijay Sarkar, Mr. Rabin Kundu and Mr. Pallab Pandit are 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 sub-paragraphs (viii) and (ix) above, the period of restraint shall be counted from the date of the interim order. 24. The interim order cum show cause notice dated June 18, 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. 25. The order shall come into force with immediate effect. A copy of the order shall be served on the noticees to ensure compliance with the above directions. A copy of this Order shall also be forwarded to the recognized stock exchanges and depositories for information and necessary action. 26. 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.

Date : October 28th, 2016 RAJEEV KUMAR AGARWAL Place : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA