Order in the matter of Greenworld Agro Industries Limited and its directors

WTM/PS/65/ERO/IMD/OCT/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In the matter of Greenworld Agro Industries Limited(earlier known as Bangadisha Projects Limited) In respect of: 1. Greenworld Agro Industries Limited[PAN:AADCB8727D], 2. Mr. Md. Mahbub Alam Kamal [PAN: APGPA8228K], 3. Mr. Mohammed Wahedur Rahman [PAN: AYRPR1720M], 4. Mr. Ashis Mukherjee [PAN: ANWPM2553R], 5. Ms. Sakila Banu [PAN: AUJPB4849H], 6. Ms. Nargis Parvin [PAN: BDKPP3859C], 7. Mr. Mohammed Karej Shaikh [DIN: 02880703], 8. Mr. Rejaul Shaikh [PAN: BCGPS5714Q] and 9. Mr. Imrul Islam [PAN: AARPI5648F]. Date of Hearing: April 22, 2015 Appearance: For Noticee: Mr. Mohammed Wahedur Rahman For SEBI: Ms. Soma Majumdar, General Manager, Mr. T. Vinay Rajneesh, Assistant General Manager, Ms. Nikki Agarwal, Assistant Manager, Mr. Sumit Saraf, Assistant Manager 1. Securities and Exchange Board of India (hereinafter referred to as „SEBI‟), vide an ex-parteinterim Order dated December 04, 2014 (hereinafter referred to as „the interim order‟) had observed that the company, Greenworld Agro Industries Limited(hereinafter referred to as „Greenworld‟ or „theCompany‟) is prima facie engaged in fund mobilising activity from the public, by making offer and issuing

Redeemable Preference Shares (hereinafter referred to as „RPS‟) and had allegedly violated the provisions of Sections 56, 60 (read with Section 2(36)), 73 of the Companies Act, 1956 read with the Companies Act, 2013. In order to protect the investors who have subscribed to the impugned offer and issue of RPS and to ensure that only legitimate fund raising activities are carried on by the Company and its directors, SEBI had issued the following directions: “… … 7. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and 11B of the SEBI Act, hereby issue the following directions – i. Greenworld shall not mobilize funds from investors through the Offer of Redeemable Preference Shares or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. Greenworld and its present Directors, viz. Shri Md. Mahbub Alam Kamal (PAN: APGPA8228K; DIN: 03386409), Shri Mohammed Wahedur Rahman (PAN: AYRPR1720M; DIN: 03603252) and Shri Ashis Mukherjee (PAN: ANWPM2553R; DIN: 06370671), 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 Greenworld, viz. Smt. Sakila Banu (PAN: AUJPB4849H; DIN: 02763432), Smt. Nargis Parvin (PAN: BDKPP3859C; DIN: 02740568), Shri Mohammed Karej Shaikh (DIN: 02880703), Shri Rejaul Shaikh (PAN: BCGPS5714Q; DIN: 02740540) and Shri Imrul Islam (PAN: AARPI5648F; DIN: 02957468), 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. Greenworld 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. Greenworld shall provide a full inventory of all its assets and properties; vi. The abovementioned past and present Directors of Greenworld shall provide a full inventory of all their assets and properties; vii. Greenworld and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares, without prior permission from SEBI; viii.

Greenworld and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of Greenworld; ix. Greenworld and its abovementioned present Directors shall furnish complete and relevant information in respect of the Offer ofpreference shares (as sought by SEBI letters each dated August 4, 2014), within 21 days from the date of receipt of this Order. 8. The above directions shall take effect immediately and shall be in force until further orders.

… 10. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against Greenworld and its abovementioned Directors in accordance with law.” 2. The interim order observed that the prima facie observations made therein were on the basis of the correspondences exchanged between SEBI and Greenworld; complaints forwarded by Economic Offences Investigation Cell and information obtained from the 'MCA 21 Portal'. The interim order advised the Company and its directors that they may file their replies within 21 days from the date of receipt of the order and also to seek an opportunity of personal hearing.

3. The interim order forwarded to the Company, Mr. Mohammed Karej Shaikh, Mr. Ashish Mukherjee, Ms. Nargis Parvin, Mr. Md. Mahbub Alam Kamal, Mr. Rejaul Shaikh and Ms. Sakila Banu had returned undelivered.The noticee namely Mr. Mohammed Wahedur Rahman vide his letter dated January 05, 2015, replied to the interim order and forwarded certain title deeds of the properties of the Company. He also submitted that he is not aware whether the said property were free from any encumbrances or not.

4. Before proceeding further with the matter, an opportunity of personal hearing was granted to the noticees on April 22, 2015 and the same was communicated to the noticees vide letters dated April 02, 2015. The same was also communicated vide the public notice dated April 14, 2015 in the newspaper namely „Anand Bazar Patrika‟ and on April 15, 2015 in the newspaper namely „Times of India‟. The said public notices had also intimated the noticees with respect to the proceedings against the Company and its directors initiated vide the interim order. The Company and its directors were advised that in case they fail to appear before SEBI on the aforesaid date, then the matter would be proceeded ex-parte on the basis of material available on record. On the date of personal hearing, the noticee namely Md. Wahedur Rahman appeared for the personal hearing, filed his written submission and made oral submissions based on the written submissions.

Other noticees including the Company had failed to turn up for the personal hearing. Considering that reasonable opportunities to the Company and its directors have already been afforded for making the submissions in the matter, I proceed further as against these on the basis of the material available on record.

5. The submissions of Mr. Mohammed Wahedur Rahman, in brief are as under:

a. He had joined the Company, Bangadisha Projects Limited on December 09, 2010, as an agent. Later, he came to know that the Company has changed its name to „Disha Reality India Limited‟. Mr. Rejaul Shaikh, CMD had promised to give the maturity amount on time. b. As his wife and daughter were not well and in critical condition, Mr. Rejual Shaikh offered help to him and asked for his bio-data and other details. Rejual Shaikh had also offered him 1% extra bonus to him.Later when he went for depositing the money collected in the hands of Rejual Shaikh at Kolkata, he came to know that the name of the Company has been changed to „Green World Agro Industries Limited‟. Rejual Shaikh took his signatures for giving salary/ financial help. c. He had joined the Company by signing his consent letter dated February 01, 2012 and had held the post as a director, but no valid documents were supplied to him by Rejaul Shaikh. He had not been provided with the ₹10,000 honorarium from the date of joining to till date. On apprehending the ulterior motive of Rejaul Shaikh, he had resigned from the Company and submitted his resignation letter to the Company on December 15, 2012. The same was acknowledged by Rejaul Shaikh on January 11, 2013. d. He does not possess any document related to the fund mobilization or the Annual General Meeting of the Company.

6. I have considered the interim order, the submissions of Md. Wahedur Rahman and the material available on record. The following are the observations from the interim order:

“… i. Greenworld was originally incorporated as Bangadisha Projects Limited on September 18, 2009, with the ROC, Kolkata with CIN No. as U01403WB2009PLC138546. Its Registered Office is at P–10/13, South Jessore Road, Barasat, Kolkata – 700124, West Bengal, India. ii. The present Directors in Greenworld are Shri Md. Mahbub Alam Kamal, Shri Mohammed Wahedur Rahman and Shri Ashis Mukherjee. iii. Details obtained from the MCA 21 Portal indicate thatSmt. Sakila Banu, Smt. Nargis Parvin, Shri Imrul Islam, Shri Rejaul Shaikh and Shri Mohammed Karej Shaikh, who were earlier Directors in Greenworld, have since resigned. iv. Form 2 (Form for Return of Allotment – filed by Greenworld with the ROC in accordance with the provisions of the Companies Act, 1956), reveals that Greenworld issued “Redeemable Preference Shares” (“Offer of Redeemable Preference Shares”) to investors during the Financial Years 2009–10 and 2010–11, details of which are provided below - Type of Year Date No. of persons to Total Security whom preference Amount (₹ shares were allotted in Lakhs) Redeemable 2009 - 10 19.03.2010 872 27.57 Preference Shares 25.03.2010 1151 34.50 26.03.2010 861 30.96 2010 - 11 27.04.2010 1172 18.03 Total 4056 111.06 …” 7. I note that none of the noticees have replied on the merits of the case except thenoticee namely Md. Wahedur Rahman. The Company has not disputed the observations and the allegations made against it and its directors in the interim order.The interim order alleged that the Company had issued and allotted RPS to a total of 4,056 individuals/ investors and had mobilized funds amounting to about ₹1.11 crore during the Financial Years 2009-10 and 2010-11, without complying the „public issue‟ norms stipulated under Sections 56, 60 read with Section 2(36) and 73 of the Companies Act, 1956. The interim order had also alleged that the Company, by issuing shares to more than 49 persons, had made a public issue of RPSs in terms of the first proviso to Section 67(3) of the Companies Act, 1956. It has also been noted from the „Form 2‟ taken from the „MCA 21‟ portal that the allotment of RPShad happened on March 19, 2010, March 25, 2010, March 26, 2010 and April 27, 2010.

8. In order to ascertain whether an issue of securities is a 'public issue' or done on 'private placement', it is necessary to make a reference to Section 67(3) of the Companies Act, 1956, which reads as under: “67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (2) ... (3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” In terms of Section 67(3), as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, no offer or invitation shall be treated as made to the public by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can properly be regarded, in all circumstances - (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation.

More importantly, in terms of the firstproviso to the aforesaid section, the provisions of Section 67(3) shall not apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. Therefore, the number of subscribers becomes relevant to decidewhether an issue of shares are for public or on a private placement basis. In view of the same, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue.

9. The Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others vs. SEBIand another(Civil Appeal Nos. 9813 and 9833 of 2011; decided on August 31, 2012) („the Sahara case‟) had inter alia held that – “Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the “section of the public”. Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or otherwise as being a domestic concern of the persons making and receiving the offer or invitations. Section 67(3) is, therefore, an exception to Sections 67(1) and (2).

If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. … Resultantly, if an offer of securities is made to fifty or more persons, it would be deemed to be a public issue, even if it is of domestic concern or proved that the shares or debentures are not available for subscription or purchase by persons other than those received the offer or invitation. … I may, therefore, indicate, subject to what has been stated above, in India that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …” 10. In the present matter, it is noted that the Company has made three allotments in the month of March 2010 within short intervals.

It can be seen that the number of persons to whom RPS were allotted clearly exceeded 49. Therefore, considering the number of persons from whom monies were mobilised by the Company by issuing RPSs, which is definitely more than 49 persons, it can be concluded that the Company had made a public issue of RPS in terms of the first proviso to Section 67(3) of the Companies Act, 1956.

11. By making a public issue of RPS, as discussed above, the Company was mandated to comply with all the legal provisions that govern and regulate public issue of such securities, including the Companies Act, 1956 and the SEBI Act and regulations. In this context, I refer and rely on the below mentioned observation made by the Hon'ble Supreme Court of India in the matter of Sahara: “... ... that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …”

12. In view of the above observations, by virtue of Section 55A(a) and (b), the SEBI has jurisdiction and would govern the issue of RPS as the same was made to more than 49 persons. As alleged in theinterimorder, the Company was mandated to comply with the provisions of Sections 56, 60 and 73 of the Companies Act, 1956 in respect of its offer and issue of RPS. In terms of Section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per Section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Section 2(36) of the Companies Act read with Section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'.

13. The interim order has alleged that the Company failed to comply with Section 73 of the Companies Act, 1956 in respect of its issuance of RPS. By issuing RPS to more than 49 persons, the Company had to compulsorily list such securities in compliance with Section 73(1) of the Companies Act, 1956. As per Section 73(1) Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. There is no material on record to say that the Company has filed an application with a recognised stock exchange to enable the RPS to be dealt with in such exchange. Therefore, the Company has failed to comply with this requirement.

14. Section 73(2) of the Companies Act, 1956 states that "Where the permission has not been applied under subsection (1) or such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent, as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". As the Company failed to make an application for listing such RPS, the Company had to forthwith repay such money collected from investors. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director of the Company, who is an officer in default, is jointly and severally liable to repay with interest at such rate. There is no material on record to say that the Company has complied with the provisions of Section 73(3)and has kept the moneys received in a separate bank account maintained with a Scheduled Bank.

15. I note that the Company had mobilized ₹1.11 crorefrom the public under its offer and issue of RPS and in doing so it has failed to comply with the provisions of the Companies Act, 1956. The details taken from the „MCA 21‟ portal and the correspondence of the Company are sufficient to substantiate the charges.

16. Liability of the directors: I note that the interim order was issued against the directors of the Company, namely Mr. Md. Mahbub Alam Kamal,Mr. Mohammed Wahedur Rahman,Mr. Ashis Mukherjee, Ms. Sakila Banu, Ms. Nargis Parvin, Mr. Mohammed Karej Shaikh, Mr. Rejaul Shaikh and Mr. Imrul Islam.

a. As per the information available on the „MCA 21‟ portal (accessed on July 14, 2015) and the interim order, Mr. Md. Mahbub Alam Kamal, Mr. Mohammed Wahedur Rahman and Mr. Ashis Mukherjeeare the present directors of the Company.

b. The details of the appointment and resignations of the directors of the Company are as under: Name Date of Appointment Date of Cession Mr. Md. Mahbub Alam Kamal 01/02/2012 - Mr. Mohammed Wahedur Rahman 01/02/2012 - Mr. Ashis Mukherjee 30/03/2013 - Ms. Sakila Banu 18/09/2009 07/12/2010 Ms. Nargis Parvin 18/09/2009 01/04/2012 Mr. Mohammed Karej Shaikh 15/12/2009 10/03/2011 Mr. Rejaul Shaikh 08/02/2010 15/04/2013 Mr. Imrul Islam 01/03/2010 26/03/2010 c. I note that the Company had commenced the offer and issuance of RPS from 2009- 2010 and continued with its money mobilization activity till the financial year 2010- 11 (April 27, 2010 being the last allotment as per the details available on record). Sections 56 of the Companies Act, 1956 imposes the liability for the compliance, on the company, every director, and persons responsible for the issuance of the prospectus. The liability of the Company to repay under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act, is a continuing and the same continues till all the repayments are made to the investors/ public. Therefore, the directors who were present during the period when the Company had made the offer and allotted RPS shall be liable for violation of Sections 56, 60 and 73 read with Sections27 of the SEBI Act, including the default in making refunds as mandated therein. As the liability to make repayments under Section 73(2) of the Companies Act read with Section 27 of the SEBI Act is a continuing liability, the persons who joined the Company‟s Board pursuant to the offer and allotment of RPS shall also be liable if the Company and the concerned directors have failed to make refunds, as mandated under the discussed provisions of law.

d. I note that the noticees namelyMs. Sakila Banu, Ms. Nargis Parvin, Mr. Mohammed Karej Shaikh, Mr. Rejaul Shaikh and Mr. Imrul Islam were the directors of the Company at the time of impugned issues of RPS.From the information available from the „MCA 21‟ portal i.e. the minutes of the meeting of the Board of Directors, Form 2 for the allotments dated March 25, 2010 and April 27, 2010, it is noted that Mr. Rejaul Shaikh, Ms. Nargis Parvin, Mr. Md. Karej Shaikh and Ms. Sakil Banu were present in the meeting wherein the allotment of RPS had happened. Therefore,Ms. Sakila Banu, Ms. Nargis Parvin, Mr. Mohammed Karej Shaikh, Mr. Rejaul Shaikh and Mr. Imrul Islam areresponsible for the affairs of the Company at the relevant point of time.

e. I note that the noticees namely Mr. Md. Mahbub Alam Kamal, Mr. Mohammed Wahedur Rahman and Mr. Ashis Mukherjee were appointed as directors of the Company after the dates of the impugned allotment of RPS. It is seen that these noticees have failed to exercise necessary diligence after becoming director in the Company. The inaction by theseagainst the previous management (for violating the public issue norms as stipulated under the Companies Act, 1956, while making the offer and issuing the preference shares), even after the receipt of the interim order, leads one to conclude on a possible collusion with the Company and its previous management. Further, Md. Mahbub Alam Kamal, Mohammed Wahedur Rahman and Ashis Mukherjeehave not taken any steps to remedy the violations committed. Therefore, I hold Md. Mahbub Alam Kamal and Ashis Mukherjeealso to be responsible for the affairs of the Company and hence liable for the contraventions found against the Company and also for the consequences of such violations.

I have considered the submissions of Mr. Mohammed Wahedur Rahman made vide letter dated January 05, 2015 and written submissions filed on April 22, 2015 that he had submitted his resignation letter to the Company on December 15, 2012 and the same was acknowledged by Rejul Shaikh on January 11, 2013. I have seen the resignation letter submitted by Mr. Mohammed Wahedur Rahman to the Company which bears the seal of Greenworld.However, as per the details available on „MCA 21‟ portal, he is still being shown as the director of the Company and no resignation as claimed has been updated. I note that he has not denied of signing of the consent for being appointed as a director of the Company. In view of the same, there can be no benefit afforded to a person when he has agreed to act as a director. Therefore, he is liable for the contraventions found against the Company and also for the consequences of such violations. He is also jointly and severally liable to repay to the investors with interest.However, Mr. Mohammed Wahedur Rahman may approach RoC for necessary action in pursuance to his resignation letter dated December 15, 2012.

17. Moreover, Greenworld Agro Industries Limited, Mr. Md. Mahbub Alam Kamal, Mr. Mohammed Wahedur Rahman, Mr. Ashis Mukherjee were required to provide full inventory of the assets and properties which have not been provided despite a direction in the interim order to provide the same within 21 days from the date of receipt of interim order. However, no such information has been provided.

18. In view of the foregoing, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11 and 11B thereof hereby issue the following directions:

a. The Company,Greenworld Agro Industries Limited [PAN:AADCB8727D], Mr. Md. Mahbub Alam Kamal [PAN: APGPA8228K], Mr. Mohammed Wahedur Rahman [PAN: AYRPR1720M], Mr. Ashis Mukherjee [PAN: ANWPM2553R], Ms. Sakila Banu [PAN: AUJPB4849H], Ms. Nargis Parvin [PAN: BDKPP3859C], Mr. Mohammed Karej Shaikh [DIN: 02880703], Mr. Rejaul Shaikh [PAN: BCGPS5714Q] and Mr. Imrul Islam [PAN: AARPI5648F]jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Redeemable Preference Shares(which have been found to be issued in contravention of the public issue norms stipulated under the Companies Act, 1956), to the investors including the money collected from investors, till date, pending allotment of RPS, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.

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

c. The Company/ its present management is permitted to sell the assets of the Company only for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalised Bank.

d. The Company shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily (in Bengali) with wide circulation, detailing the modalities for refund, including details on contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect.

e. After completing the aforesaid repayments, the Company shall file a report of such completion of repayment with SEBI, within a period of three months from the date of this order, certified by two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. For the purpose of this Order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India („ICAI‟).

f. The Company/ its present management are also directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form.

g. In case of failure of Greenworld Agro Industries Limited, Mr. Md. Mahbub Alam Kamal, Mr. Mohammed Wahedur Rahman, Mr. Ashis Mukherjee, Ms. Sakila Banu, Ms. Nargis Parvin, Mr. Mohammed Karej Shaikh, Mr. Rejaul Shaikh and Mr. Imrul Islam, to comply with the aforesaid directions SEBI, on the expiry of the three months period from the date of this order,- i. shall recover such amounts in accordance with Section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/directors and the persons/officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.

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

i. The directors including former directors, namely, Mr. Md. Mahbub Alam Kamal, Mr. Mohammed Wahedur Rahman, Mr. Ashis Mukherjee, Ms. Sakila Banu, Ms. Nargis Parvin, Mr. Mohammed Karej Shaikh, Mr. Rejaul Shaikh and Mr. Imrul Islamarerestrained from accessing the securities market and are further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, with immediate effect. They are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, with immediate effect. This restraint shall continue to be in force for a further period of four (4) years on completion of the repayments, as directed above.

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

19. This Order is withoutprejudice 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.

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

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

DATE :October12th, 2015 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA