Order in the matter of Goldmine Industries Limited

WTM/RKA/EFD/190/2016 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTIONS 11(1), 11(4), 11A AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN RESPECT OF GOLDMINE INDUSTRIES LIMITED (PAN: AAECG5486F) AND ITS DIRECTORS, VIZ. SHRI TUSHAR SUR (PAN: BGSPS7776N; DIN: 02538169), SHRI DINOBANDHU MONDAL (PAN: AKUPM9766H; DIN: 02538187), SHRI BABLU SAHA (PAN: AYAPS0436L; DIN: 02538201), SHRI JOYDIP MUKHOPADHYAY (PAN: AJYPM7962Q; DIN: 02610032) ALONGWITH ITS DEBENTURE TRUSTEE, VIZ. GOLDMINE DEBENTURE TRUST (REPRESENTED BY SMT. SUJATA SAHA). 1. Securities and Exchange Board of India (“SEBI”) conducted a preliminary inquiry into the issuances of Non–Convertible Secured Redeemable Debentures ("NCDs") by Goldmine Industries Limited (hereinafter referred to as 'GIL' or 'the company') with a view to ascertain the possible non-compliances with the public issue norms stipulated under the provisions of Companies Act, 1956/2013 and other applicable laws including the SEBI Act and SEBI Regulations/Guidelines. Pursuant to the preliminary inquiry, SEBI passed an ad interim ex parte order dated June 22, 2015 (hereinafter referred to as “interim order”) in respect of Goldmine Industries Limited and its Directors, viz. Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay alongwith its Debenture Trustee, viz. Goldmine Debenture Trust (represented by Smt. Sujata Saha) [hereinafter collectively referred to as “the entities”], inter alia, in view of the following: “i. GIL was incorporated on December 5, 2011, with the ROC, Gwalior with CIN as U27100MP2011PLC27243. Its Registered Office is at Meera Avenue, 25 – C/2716, Airport Road, Maharajpura, Gwalior–482005, Madhya Pradesh, India. ii. The present Directors in GIL are Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay. iii. From the material available on record, it is noted that GIL issued NCDs ("Offer of NCDs") during the Financial Years 2011–12, 2012–13 and 2013–14, details of which are provided below – Year Type of Security Amount Raised Number (_ in Lakhs) of Allottees 2011 – 12 Non–Convertible Secured Redeemable 5.90 51 2012 – 13 Debentures 13.06 63 Order in the matter of Goldmine Industries Limited

2013 – 14 0.45 4 Total *19.41 ^128 *^No. of allottees and amount raised are collated from the documents submitted with the complaints received by SEBI. However, actual no. of allottees and amount mobilized are likely to be much more than the above indicated figures. ………………………………………… 5.1 From the material available on record, it is observed that GIL created a charge of 1000 Crores on December 2011 and appointed Goldmine Debenture Trust (represented by Smt. Sujata Saha), as Debenture Trustee for the Offer of NCDs by that company.” 2. By the interim order following interim directions were issued against GIL, its directors and its Debenture Trustee: “i. GIL (PAN: AAECG5486F) 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. GIL and its Directors, viz. Shri Tushar Sur (PAN: BGSPS7776N; DIN: 02538169), Shri Dinobandhu Mondal (PAN: AKUPM9766H; DIN: 02538187), Shri Bablu Saha (PAN: AYAPS0436L; DIN: 02538201), Shri Joydip Mukhopadhyay (PAN: AJYPM7962Q; DIN: 02610032), 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.

GIL 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. GIL shall provide a full inventory of all its assets and properties; v. GIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. GIL 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 NCDs, without prior permission from SEBI; vii. GIL and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of NCDs, which are kept in bank account(s) and/or in the custody of GIL; viii. GIL and its abovementioned Directors shall furnish complete and relevant information (as sought by SEBI letter dated December 6, 2013), within 14 days from the date of receipt of this Order; ix. The Debenture Trustee, viz. Goldmine Debenture Trust (represented by Smt. Sujata Saha), is prohibited from continuing with its assignment as debenture trustee in respect of the Offer of NCDs of GIL and also from taking up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, from the date of this order till further directions.”

3. Vide the interim order, GIL and its directors were called upon to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) including the following, should not be taken/imposed against them: “i. Directing them jointly and severally to refund money collected through the Offer of NCDs alongwith interest, if any, promised to investors therein; ii. Directing them to not issue prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.” 4. Further, Goldmine Debenture Trust (represented by its Trustee, viz. Smt. Sujata Saha) was also called upon to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act including restraining it from accessing the securities market and further restraining it from buying, selling or dealing in securities, in any manner whatsoever, for an appropriate period should not be issued.

5. Interim order in the matter was passed on June 22, 2015 and was hosted on SEBI’s website. The interim order was also sent to the entities on June 25, 2015 through RPAD on the addresses available on record, however, no delivery / return acknowledgement was received from the addresses of all the entities. As mentioned in paragraphs 9.2 and 9.4 of the interim order, GIL, its directors and Goldmine Debenture Trust (represented by its Trustee, viz. Smt. Sujata Saha) were required to file their replies to the interim order within 21 days from the date thereof. None of the entities filed any reply in the matter during the said period of 21 days. In the interest of natural justice, an opportunity of personal hearing was also provided to the entities on September 20, 2016, the notice whereof was sent to them vide letters dated August 23, 2016. The said information was also published on August 28, 2016 in one leading vernacular newspaper (Anand Bazar Patrika) and one leading National English newspaper (Times of India). On the date of hearing i.e. September 20, 2016, Mr. Triptimoy Talukder (Advocate) appeared on behalf of all the entities and requested that the entities may be provided one week’s time to file their replies/submissions in the matter.

The said request was acceded to and hearing qua the entities was concluded. Vide letter dated September 26, 2016, the entities filed their written submissions through their Advocate, Mr. Triptimoy Talukder and inter alia, submitted the following: (a) That no copy of the order allegedly passed by Board dated 23/03/2016 had ever been issued to the appearing parties so far.

(b) That the company and its directors have not violated any provisions of Companies Act, 1956 and SEBI Act, 1992. (c) That Directors of the company have never offered and/or invited public to invest and/or allot any debenture to more than 49 person at a time in each offer and/or invitation in any manner. The Company has never approached public at large offering shares and debentures in any manner and there was no single publication of advertisement inviting the public to invest as such there is no contravention of Section 67(1)(3), 55(A)(a)(b) of Companies Act, 1956 as alleged. (d) SEBI has acted in excess of its jurisdiction by way of deciding the company in question have issued its securities more than 49 person and raised cloud over the issue without going into the merit of the case. (e) The BoD of the company mobilized its fund by way of issuing securities particularly NCD to its closely associated groups with an assurance to pay of investment together with agreed rate of interest on the date of redemption out of investment of its business by way of generating adequate profit which will be reflected in reserved fund.

(f) So far as Debenture Trustee is concerned, the activities of the same have been properly described in the Debenture Trust Deed itself. It is relevant to point that no investor and debentures holders have raised any objection and/or claimed any amount due and payable to them to the Debenture Trustees which is mandatory under the provision of Companies Act, 2013. (g) That the noticees pray to consider the Written Submission and to withdraw, cancel, rescind the Interim over against the Company and its directors and Debenture Trustees. 6. I have considered the interim order, the allegations levelled against GIL, its directors and Goldmine Debenture Trust (represented by its Trustee, viz. Smt. Sujata Saha) and the material available on record. The prima facie observations contained in the interim order were made on the basis of the material available on record i.e. reference/letter received by SEBI from ROC and RBI; complaints mentioned in the interim order and information obtained from the Ministry of Corporate Affairs' website i.e. MCA 21 Portal. 7. The core allegation in the interim order is that GIL made a “public issue” of NCDs without complying with provisions of law regulating such public issues i.e. sections 56, 60, 73, 117B and 117C of Companies Act, 1956 and regulations 4(2)(a), 4(2)(b), 4(2)(c), 4(2)(d), 4(3),4(4), 5(2)(b), 6, 7, 8, 9, 12, 14, 15, 16, 17, 19 and 26 of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as “ILDS Regulations”).

8. As noted in the interim order, during the period FY 2011-12, FY 2012-13 and 2013-2014, GIL had issued NCDs to more than 128 investors and had mobilized more than ₹19.41 Lakh. The particulars of allotments are as under.

Year Type of Security Amount Raised Number of (_ in Lakhs) Allottees 2011 – 12 Non–Convertible Secured Redeemable 5.90 51 2012 – 13 Debentures 13.06 63 2013 – 14 0.45 4 Total *19.41 ^128 *^No. of allottees and amount raised are collated from the documents submitted with the complaints received by SEBI. However, actual no. of allottees and amount mobilized are likely to be much more than the above indicated figures. 9. The entities have submitted that they never approached the public at large offering shares and debentures in any manner and there was no publication / advertisement inviting the public to invest in GIL. They have also contended that GIL or its directors never issued securities to more than 49 persons and the allotments of NCDs were made by GIL on private placement basis after obtaining necessary permission from the Registrar of Companies, Madhya Pradesh. In this regard, I find it important to mention that entities in their submissions have only made generic submissions that GIL did not issue NCDs to more than 49 investors but have not provided any documents / evidence to dispute the particulars of offer of NCDs mentioned in paragraph 3(iii) of the interim order.

As brought out in the interim order, the number of allottees and the amount raised by GIL have been collected from the documents available in public domain and other documents mentioned therein. At the time of personal hearing and filing of written submissions, the entities had the opportunity to provide the details of allotments of NCDs by GIL, however, they have only made unbacked statements that GIL did not issue NCDs to more than 49 persons. In view thereof, I find that the entities have failed to submit plausible explanation and requisite evidence to corroborate their submissions and therefore, I am unable to accept the same. Accordingly, I do not find any reason to differ from the findings of the interim order that during the period FY 2011-12, FY 2012- 13 and 2013-2014, GIL had issued NCDs to more than 128 investors and had mobilized more than ₹19.41 Lakh. 10. The entities have contended that GIL never intended to make a public issue and it did not make any offer or invitation or publication / advertisement to more than 49 persons for subscription to its NCDs. In order to deal with the prima facie findings against the entities in the interim order and their contentions in respect thereof, I deem it necessary to refer to the provisions of section 67 of the Companies Act,1956 as it applied at the relevant time and provided as under:- “Construction of references to offering shares or debentures to the public, etc. 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-section (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members of 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 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 in made to fifty persons or more: …………………………………………………….………." 11. I note that section 67 of the Companies Act provides for rule of construction for treating an issue of shares or debentures as public issue.

From the language of section 67, it is very clear that construction of public issue under sub-sections (1) and (2) thereof is subject to provisions of section 67(3). Section 67(3) exempts an offer or invitation from the purview of the construction laid down in section 67(1) and 67(2), if such offer or invitation can properly be regarded, in all the circumstances - i. 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 ii. otherwise as being a domestic concern of the persons making and receiving the offer or invitation. 12. I note that the first proviso to section 67(3) states that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures in made to fifty persons or more. Thus, in terms of the first proviso to section 67(3), any offer or invitation to fifty or more persons to subscribe for shares or debentures is a public issue even if a case satisfies the conditions under section 67(3) (a)

or (b). In other words, an offer or invitation to 50 or more persons is a public issue even if it is shown that the shares or debentures are not available for subscription or purchase by persons other than those receiving the offer or invitation. In this regard it is also to be kept in mind that the first proviso was inserted in section 67(3) vide the Companies (Amendment) Act, 2000, with effect from December 13, 2000, in order to curb the companies from offering shares and debentures to a wider group of people by disguising it as “domestic concern”. In my view, the intention of the Legislature, as envisaged in the said Amendment Act is that any mobilization of funds from a group of investors, fifty or more in number, should be classified as a "public issue". 13. I note that as held by the Hon'ble Supreme Court in its judgement and order dated August 31, 2012 in matter of Sahara India Real Estate Corporations Limited & Ors. Vs SEBI & Anr. [(2013) 1 SCC 1] (hereinafter referred to as the "Sahara Order"), by virtue of the first proviso to section 67(3) of the Companies Act, the issuance of shares to more than 49 persons would become an offer to the public.

Further, even the issue which satisfies the requirements of sections 67(3)(a) and (b) would be treated as an issue to the public if it is made to fifty or more persons. Iit is pertinent to note that the questions of law with regard to number of allotees exceeding 49 in an issue of securities, interpretation of section 67(3) of the Companies Act, applicability of SEBI’s Regulations/Guidelines, etc. have been settled by the Hon'ble Supreme Court of India in the Sahara Order. The following observations of the Hon’ble Supreme Court made in the Sahara Order in this regard are noteworthy "…..Even those issues which satisfy Sections 67(3)(a) and (b) would be treated as an issue to the public if it is issued to fifty or more persons, as per the proviso to Section 67(3) and as per Section 73(1), an application for listing becomes mandatory and a legal requirement. Reading of the proviso to Section 67(3) and Section 73(1) conjointly indicates that any public company which intends to issue shares or debentures to fifty persons or more is legally obliged to make an application for listing its securities on a recognized stock exchange.” “…. after the amendment to the Companies Act, 1956 on 13.12.2000, every private placement made to fifty or more persons becomes an offer intended for the public and attracts the listing requirements under Section 73(1).

Even those issues which satisfy Sections 67(3)(a) and (b) would be treated as an issue to the public if it is issued to fifty or more persons, as per the proviso to Section 67(3) and as per Section 73(1), an application for listing becomes mandatory and a legal requirement. Reading of the proviso to Section 67(3) and Section 73(1) conjointly indicates that any public company which intends to issue shares or debentures to fifty persons or more is legally obliged to make an application for listing its securities on a recognized stock exchange.”

14. Accordingly, even if GIL did not issue a publication /advertisement to the persons to whom it allotted the NCDs, the issuances of NCDs by GIL would be treated as “public issue" since the number of allottees exceeded 49. I note that Hon'ble Supreme Court in the Sahara Order has observed that “every private placement made to fifty or more persons becomes an offer intended for the public". In view of the above, I reject the contentions of the Noticees in this regard and find that the allotments of NCDs by GIL during the period FY 2011-12, FY 2012-13 and 2013-2014 were public issues. 15. I note that since the issuances of NCDs by GIL during the period FY 2011-12, FY 2012- 13 and 2013-2014 were public issues, it ought to have complied with the applicable provisions of the Companies Act, 1956 (read with the corresponding provisions of Companies Act, 2013) and ILDS Regulations as noted in the interim order. In the present case, there is no dispute as to the fact that GIL, while making the aforesaid “public issues” of NCDs, had not complied with the provisions of sections 56, 60, 73, 117B and 117C of the Companies Act, 1956, regulations 4(2)(a), 4(2)(b), 4(2)(c), 4(2)(d), 4(3), 4(4), 5(2)(b), 6, 7, 8, 9, 12, 14, 15, 16, 17, 19 and 26 of ILDS Regulations.

Since the requirements of these applicable provisions and the relevant observations of the Hon’ble Supreme Court in the Sahara Order have been clearly stipulated in the interim order, I do not deem it necessary to reiterate the same and burden this order with the same findings. 16. 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 are 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, 1956 is on the Company, and every person who is a party to the noncompliance of issuing the prospectus as per the said section.

Further, the directors of a company are also liable for action in case of contravention of the ILDS Regulations. 17. There is no dispute as to the fact that Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay were the directors of GIL at the time when GIL authorized the issuances of NCDs to more than 128 investors. The board of directors of GIL at the time of the above mentioned issuances of NCDs being in control of its affairs, was under an obligation to ensure that these issuances were in compliance with all the applicable provisions of the Companies Act, 1956 and SEBI Act/Regulations/Guidelines. In my view, the above named directors of GIL at the time of the above mentioned issuances are also "officers in default" as defined under section 5 of the Companies Act, 1956 read with section 2(60) of the Companies Act, 2013. I, therefore, find that the above named directors of GIL are also responsible for its acts and omissions in this case. 18. Considering the above, I find that in respect of the issuances of NCDs by GIL during the period FY 2011-12, FY 2012-13 and 2013-2014, GIL and its directors have failed to comply with the above-mentioned provisions of Companies Act, 1956 (read with the corresponding provisions of Companies Act, 2013) and ILDS Regulations.

19. It is important to mention that one of the consequence of the aforesaid non-compliance/violations is refund/repayment of subscription money to the allottees with interest as provided in section 73 read with section 56 of the Companies Act, 1956. With regard to liability to pay interest on the subscription money, I note that as per section 73 (2) of the Companies Act, 1956 read with section 40(3)(b) of the Companies Act, 2013, the company and every director of the company who is an officer in default is jointly and severally liable, to repay all the money with interest at prescribed rate. In this regard, I note that in terms of rule 4D of the Companies (Central Government's) General Rules and Forms, 1956 read with rule 3(c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the rate of interest prescribed in this regard is 15%. Accordingly, the GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay are liable to pay interest to the allottees/holders of NCDs at such statutory rate of interest.

20. It is undisputed that GIL created a charge of ₹1000 Crore on December 2011 and appointed Goldmine Debenture Trust (represented by Smt. Sujata Saha), as Debenture Trustee for the Offer of NCDs. It is also an undisputed fact that during the time of impugned issues and allotment of NCDs, Goldmine Debenture Trust / Smt. Sujata Saha was acting as the Debenture Trustee of GIL and Smt. Sujata Saha was responsible for the affairs of Goldmine Debenture Trust at the relevant point of time. Also, Goldmine Debenture Trust / Smt. Sujata Saha has never been registered with SEBI as a debenture trustee and that it acted on behalf of GIL as a debenture trustee. In view of the above, I find that Goldmine Debenture Trust (represented by its trustee, viz. Smt. Sujata Saha) has acted as an unregistered Debenture Trustee in violation of section 12(1) of the SEBI Act read with regulation 7 of SEBI (Debenture Trustees) Regulations, 1993. 21. In view of the foregoing, I, in exercise of the powers conferred upon me under sections 11, 11(4), 11A and 11B read with section 19 of the SEBI Act, hereby issue the following directions:

i. GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay shall within a period of three months from the date of this order, jointly and severally refund the money collected through issuances of NCDs to the investors with interest at the rate of 15% per annum from the date of receipt of money till the date of such refund or the redemption value as promised and accrued till the date of refund, whichever is higher. ii. Such refund shall be made only in cash through a Demand Draft or Pay Order. iii. GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay shall within fifteen days from the date of this Order submit to SEBI complete details of their assets (alongwith proofs thereof) certified by a peer reviewed Chartered Accountant. iv. GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay are permitted to sell the 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 investors (holders of NCDs) till the full refund/ repayment as directed above is made. v. GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay 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, GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay 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 said entities and satisfying themselves that the refund has actually been made. vii.

For the purpose of this order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India. viii. GIL and its directors namely, Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay 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 investors (holders of NCDs) whichever is later. ix. Shri Tushar Sur, Shri Dinobandhu Mondal, Shri Bablu Saha and Shri Joydip Mukhopadhyay 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 holders of NCDs, whichever is later. x. Goldmine Debenture Trust and Smt. Sujata Saha are also prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly, in whatsoever manner for a period of four years. xi.

For the purposes of paragraphs 21(viii), 21(ix) and 21(x) the period of restraint shall be counted from the date of the interim order. 22. The interim order cum show cause notice dated June 22, 2015 is disposed off accordingly. The above directions are without prejudice to the right of SEBI to take any other appropriate action for the violations found in this case or to initiate any action in case of failure to comply with the above directions, in accordance with the provisions of applicable laws including the proceedings under the provisions of section 28A of the SEBI Act. 23. The order shall come into force with immediate effect. A copy of this Order shall be forwarded to the recognized stock exchanges and depositories for information and necessary action. 24. A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/concerned Registrar of Companies for their information and necessary action.

Sd/-

DATE: November 1st, 2016 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA