Order in the matter of Falkon Industries India Limited

UNDER SECTIONS 11, 11(4), 11A AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992, IN THE MATTER OF FALKON INDUSTRIES INDIA LIMITED (PAN: AABCF4251E) AND ITS DIRECTORS, VIZ. SHRI MANIRUL ISLAM (DIN: 02283709; PAN: AARPI8233N), SHRI INDRAJ SINGH JAT (DIN: 02697317) AND SHRI AFZAL MIAH (DIN: 05300338; PAN: AVCPM2314E), SHRI BISWAJIT BHATTACHARYA (DIN: 01988145 PAN:ACHPB8357J), SHRI DILWAR HOSSAIN (DIN: 07246039; PAN:ACJPH4538B) AND SHRI TASLIM ANSARY (DIN:06435995; PAN: AIIPA2213P), SHRI LAXMANBHAI SITARAMBHAI BHOYA(DIN: 06824039; PAN: AKIPB6561F), SHRI MANGLUBHAI CHILYABHAI DHUM (DIN: 6821346; PAN: AXYPD2036N), SHRI BUDHAN CHANDRA KUNDU (DIN: 06750766; PAN: BUOPK6993F)

1.1 Falkon Industries India Limited ("FIIL"), having its Registered Office is at F/27, Ground Floor, Katju Nagar, (130/198, Prince Golam Hossain Shah Road), Kolkata– 700032, West Bengal, was incorporated on October 13, 2009, with the ROC, Kolkata, West Bengal with CIN No. as U19200WB2009PLC138866. 1.2 Securities and Exchange Board of India ("SEBI") came to know that FIIL was raising funds from the public through issue of Secured Redeemable Debentures ("SRDs"). 1.3 On enquiry by SEBI, it was observed that FIIL had also issued Redeemable Preference Shares to 714 persons in the year 2009-2010 ("hereafter referred to as Offer of RPS"), and collected an amount of Rs. 48.58 lakh 1.4 Since the above said 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 August 8, 2014 and issued directions mentioned therein against FIIL and its Directors, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah. 2.1 Prima facie findings/allegations: In the said interim order the following prima facie findings/allegation were recorded.

FIIL made an Offer of RPS to 714 number of investors in the financial year 2009-10 and the same was a deemed public issue 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 FIIL and its directors. 2.2 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated August 8, 2014 with immediate effect. i. FIIL shall not mobilize funds from investors through the Offer of RPS 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. FIIL and its Directors, viz. Shri Manirul Islam, Shri Indraj Singh Jat and Shri Afzal Miah, 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.

FIIL 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. FIIL shall provide a full inventory of all its assets and properties; v. FIIL's abovementioned Directors shall provide a full inventory of all their assets and properties;

vi. FIIL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of RPS, without prior permission from SEBI; vii. FIIL and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of RPS, which are kept in bank account(s) and/or in the custody of FIIL; viii. FIIL and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information including details of debentures issued by it, as sought vide SEBI letters dated July 9, 2013, September 30, 2013 and October 31, 2013. 3.1 Vide the said interim order FIIL and its abovementioned Directors were given the opportunity file their reply, within 21 days from the date of receipt of the said interim Order. The order further stated the concerned persons may also indicate whether they desire to avail themselves 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 orders were sent to the above mentioned entities by letter dated August 12, 2014 through registered post acknowledgement due. The copies of the order sent to all the entities returned undelivered. 4.2 Thereafter, SEBI vide letter dated April 2, 2015 communicated the Company and the above mentioned directors that an opportunity of personal hearing had been scheduled on April 22, 2015 at the venue and the time mentioned therein. The said letters returned undelivered. 4.3 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, FILL and the directors were notified by SEBI, that they would be given the final opportunity of being heard on April 22, 2015 at the time and the venue mentioned therein. 5.1 Hearing and submissions: Neither FIIL nor the directors of FILL availed the opportunity of hearing held on April 22, 2015. No submissions were made either by the Company or by the directors. 6.1 I have considered the allegations.

Though interim order makes reference to creation of charge in respect of SRDs and Form 10 filed in respect of SRDs, no allegation of any violation regarding the SRDs is recorded in the interim order. On perusal of the allegations and other material on record, 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 RPS? 2. If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3), the Companies Act,1956? 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed? 7.1 Whether the company came out with the Offer of RPS?: I have perused the interim order dated August 8, 2014 for the allegation of Offer of RPS. The company and the directors have not disputed the said issuance by way of any oral or written representations. 7.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal' and other documents filed before the Registrar of Companies. The perusal of Form 2 filed in respect of the allotment dated March 30, 2010 shows that FIIL had issued and allotted to RPS to 714 investors on March 30, 2010 (during the financial year 2009-10) and collected an amount of Rs. 48.58 lakh from the investors.

8.1 If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3), the Companies Act,1956?: The provisions alleged to have been violated and mentioned in Issue No.2 are applicable to the offer made to the public. Therefore, the primary question that arises for consideration is whether the issue of preference shares covered in Issue No 1 is a ‘public issue’. 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).” 8.2 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.

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. 85. 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, after 13.12.2000, any offer of securities by a public company to fifty persons or more will be treated as a public issue under the Companies Act, even if it is of domestic concern or it is proved that the shares or debentures are not available for subscription or purchase by persons other than those receiving the offer or invitation. (Emphasis supplied). 8.3 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.

8.4 In the instant case, since the offer of RPS has been made in the financial year 2009- 10 and allotment to 714 persons have been made by FIIL on March 30, 2010, the offer of RPS falls within the first proviso of section 67(3) of Companies Act, 1956 thereby such issue is deemed to be public issue and was mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 8.5 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.

8.6 The allegation of non-compliance of the above provisions were not denied by the company or directors by making any oral or written submissions. Neither the company nor the directors produced any record to show that FILL 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, FILL and the persons responsible for the issuance of the prospectus have not complied with Section 56(1), 56(3) and 60 of the Companies Act, 1956. 8.7 Further, by issuing RPS to 714 persons, FIIL 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, 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 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.

8.8 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, FIIL has contravened the said provisions. FIIL has not provided any records to show that the amount collected by FIIL are kept in a separate bank account. Therefore, I find that FIIL 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. 8.9 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" 8.10 In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, 1956, 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. 8.11 In view of the forgoing findings, I am of the view that FIIL is engaged in fund mobilizing activity from the public, through the offer and issuance of RPS and has contravened the provisions of sections 56, 60 and 73 of the Companies Act, 1956. 9.1 If the findings on question No.2 are found in the affirmative, who are liable for the violation committed?: 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 issue of the prospectus as per the said section. 9.2 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 eight 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. 9.3 In addition to the power of SEBI to proceed against the officer in default, SEBI, as per section 27(2) of the SEBI Act, also has the powers to proceed against directors. 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. 9.4 Reference may also be made to the ratio of the Hon’ble High court of Madras in Madhavan Nambiar vs 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”.

9.5 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.Amoco Plc) 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.” 9.6 In the above context of law, I find from the available information as per extract of “Register of directors, managing directors, manager and secretary, etc” the details of the appointment and resignation of all the directors are given in the Table below.

Table 1

Name of the Directors Date of Appointment Date of Resignation Manirul Islam October 13, 2009 Continuing Shri Indraj Singh Jat October 13, 2009 Continuing Afzal Miah September 24, 2012 June 18, 2014 Biswajit Bhattacharya November 14, 2014 Continuing Dilwar Hossain July 29, 2015 Continuing

Name of the Directors Date of Appointment Date of Resignation Taslim Ansary July 29, 2015 Continuing Laxmanbhai Sitarambhai October 01, 2012 Continuing Bhoya Manglubhai October 01, 2012 Continuing Chilyabhai Dhum Budhan Chandra Continuing June 18, 2014 Kundu Akmal Sekh October 13 2009 September 24 2012

9.7 Therefore, I hold that the Company, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, acting as directors are responsible, under section 73(2) of the Companies Act, 1956 read with section 27(2) of the SEBI Act, for the issue of RPS in violation of law and regulations and hence co-extensively responsible along with the Company for making refunds along with interest. As regards Shri Akmal Sekh, separate proceedings are being initiated against him by SEBI. 9.8 The liability of the company to repay under section 73(2) read with sections 11, 11B and 27(2) of the SEBI Act, is continuing and such liability continues till all the repayments are made. Therefore, the directors who joined subsequent to the impugned public issuance are also responsible for making the refund, if the company does not repay the money collected, as mandated in section 73(2) of the Companies Act, 1956 read with sections 11, 11B and 27(2) of the SEBI Act.

9.9 Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, who joined as directors subsequent to the impugned issue, have not exercised necessary diligence while taking charge of directorship in the Company. The very inaction by them against the previous management (for violating the public issue norms as stipulated under the Companies Act, 1956), even after passing of the interim order, leads one to conclude on collusion at their end with the Company and its previous management. Further, these directors have also not taken any step to remedy the violations committed. Therefore, I hold that Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu are also responsible for refund under section 73(2) of the Companies Act, 1956 read with section 27(2) of the SEBI Act and hence liable for the contraventions found against the Company and also for the consequences of such violations.

SEBI is advised to issue a show cause notice to Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu for any further directions as deemed appropriate by SEBI. 9.10 I further note that agents of FIIL have filed Writ Petition No. 4863 (W) of 2015 Amal Kumar Saha & Others vs. Union of India & Others, before the Hon’ble Calcutta High Court. The petitioners therein have stated that they had collected an amount of Rs.1,41,00,000 from the market and deposited the same to the accounts of the Company. The Petitioners therein also stated that they also deposited their own amount amounting to Rs. 21,35,000 as depositors in the company. The Petitioners therein, inter alia, had sought for a direction of investigation by Central Bureau of Investigation, appropriate proceedings by Regulatory statutory authority. SEBI is also arrayed as one of the respondents in the said writ petition. The said writ petition has not been disposed off. 9.11 As regards the direction in the interim order that FIIL and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information including details of debentures issued by it, as sought vide SEBI letters dated July 9, 2013, September 30, 2013 and October 31, 2013, I find from the records, that letters dated July 9, 2013, September 30, 2013 are addressed to the Company by SEBI.

In view of non-submission of information by the Company, an appropriate direction to that effect is required to be passed. 10.1 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, is to direct the Company, its directors Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, to refund the monies collected, with interest to such investors. In view of the violations committed by the Company and its directors, to safeguard the interest of the investors who had subscribed to such preference shares 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 directors. a) Falkon Industries India Limited and its directors, namely, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, shall forthwith refund the money collected by the Company through the issuance of RPS, including the money collected from investors, till date, pending allotment of securities, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due to 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) Falkon Industries India 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) Falkon Industries India Limited and its directors, namely, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, 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, Falkon Industries India Limited and its directors, namely, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, shall file a report of 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) Falkon Industries India Limited and its directors, namely, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, 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) Falkon Industries India Limited shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information including details of debentures issued by it, as sought vide SEBI letters dated July 9, 2013, September 30, 2013. h) In case of failure of Falkon Industries India Limited and its directors, namely, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, Shri Biswajit Bhattacharya, Shri Dilwar Hossain, Shri Taslim Ansary, Shri Laxmanbhai Sitarambhai Bhoya, Shri Manglubhai Chilyabhai Dhum and Shri Budhan Chandra Kundu, 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. i) Falkon Industries India Limited and its directors, namely, Shri Manirul Islam, Shri Indraj Singh Jat, Shri Afzal Miah, 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) 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. 10.2 Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action. 10.3 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. 10.4 This order may also be considered as appropriate proceedings against Falkon Industries India Limited and its directors as sought by the Petitioners, qua SEBI, in Writ Petition No. 4863 (W) of 2015 Amal Kumar Saha & Others vs. Union of India & Others, before the Hon’ble Calcutta High Court.

Date : Oct 21st, 2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA