Order in the matter of ICore E-Services Limited and its directors

WTM/PS/78/ERO /MAR/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM : PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under Sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 against ICore E-Services Limited and its directors, Mr. Anukul Maiti (DIN: 01884307; PAN: AOMPM9182R), Mrs. Kanika Maiti (DIN: 02029931; PAN: AOTPM3722N ), Mr. Swapan Kumar Roy (DIN:02621357; PAN: ANVPR7210H), Mr. Radhashyam Giri (DIN:02934222; PAN:ARJPG7051P), Mr. Tapan Kumar Charterjee (DIN:01396560; PAN: AGVPC6440K), Mr. Saral Ranjan Sengupta (DIN:01396653; PAN: AMAPS4265M), Mr. Amal Bhattacharya (DIN: 02056744; PAN: AKDPB6648N), Mr. Chandan Dey (PAN and DIN not available) and Mr. Mahadeb Gayan (DIN:01396620; PAN: not available)

In the matter of alleged illegal money mobilization by ICore E Services Limited from the public

Date of personal hearing : December 11, 2014 Appearance : The Company and its directors failed to appear in the personal hearing.

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") had vide an ex-parte interim Order dated July 25, 2014 (hereinafter referred to as "the SEBI Order"), prima facie observed that the company, I Core E-Services Limited (hereinafter referred to as "the Company" or "I-Core") was engaged in mobilization of funds from the public, through issue of equity shares or pending allotment of equity shares during the financial year 2007-2008, 2008-2009, 2009-2010 and 2010-2011, in contravention of the provisions of sections 56, 60 read with 2(36) and 73 of the Companies Act, 1956, the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The SEBI Order had also prima facie observed that the financial statements made by the Company were misleading, as proper and correct disclosures of its capital issuance have not been captured therein. The SEBI Order also observed that Mr. Anukul Maiti and Mrs. Kanika Maiti are the promoters and are also the Managing Director and Director respectively in the Company. The other directors are Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Sengupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Gayan. In order to ensure that the Company and its promoters/directors do not continue to collect public funds in contravention of the law and to ensure that public funds are not diverted, it became necessary for SEBI to intervene and issue suitable directions vide the SEBI Order.

2. Accordingly, the SEBI Order was passed and the directions that were issued therein are reproduced below for reference : "..................... 21. 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 and sections 11(1), 11(4), 11A and 11B thereof read with clause 17 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and regulations 107 and 111 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, hereby issue the following directions : (i) The Company, namely, ICore E Services Limited is restrained from mobilizing funds through the issue of equity shares, debentures, preference shares or through issuance of any kind of security to the public, and/or invite subscription or deposit, in any manner whatsoever, either directly or indirectly, till further directions. (ii) The Company, its promoters and directors including Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Gupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Sen 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 Company, its promoters and directors including the above named persons shall not dispose off any of the properties or alienate the assets of the Company or dispose off any of their properties or alienate their assets. (iv) The Company, its promoters and directors including the above named persons shall not divert any funds raised from public at large through the issuance of the impugned securities, kept in its bank accounts and/or in the custody of the company without prior permission of SEBI, until further orders. (v) The above named Company, its directors and promoters including Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Gupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Sen 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. (vi) The Company, its promoters and directors including the above named persons shall co-operate with SEBI and shall furnish documents, that are in their possession, which may be required by SEBI in the course of its examination.

22. The Company is also directed to furnish the following information and documents within a period of 30 days from the date of this Order : (a) Information and documents as advised vide SEBI letters dated November 05, 2012 and December 20, 2012.

(b) Audited Balance Sheets for the periods 2009-2010, 2010-2011, 2012-2013 and 2013-2014. (c) Correct and complete information regarding amount raised through issue of equity shares/debentures/preference shares/ any other security from incorporation of the Company till date, including the number of investors from whom such money was mobilized. (d) Reconciliation of `5.5 crore as mentioned in the paragraph 8 above, along with documents in support thereof. 23. The above directions shall come into force with immediate effect. .........................." 3. The SEBI Order also mentioned that the observations made therein are prima facie observations made on the basis of the preliminary investigation/examination by SEBI. The Company and its promoters/directors were advised that they may file their objections, if any, within a period of 21 days from the date of receipt of this Order and 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. The SEBI Order was issued without prejudice to the right of SEBI to take any other action that may be initiated against the Company, its promoters and directors, in accordance with law.

4. I note that as per Company's letter dated April 12, 2013, the name of one of the promoter/director was mentioned as "Mr. Saral Ranjan Gupta'. Accordingly, the SEBI Order had mentioned the said name. However, the name as per Form-32 filed by the Company with the MCA is 'Saral Ranjan Sengupta'. Accordingly, the name of the said person has to be read as "Mr. Saral Ranjan Sengupta'. Further, the name of one of the directors is Mr. Mahadeb Gayan. However, inadvertently, the same is mentioned as 'Mahadeb Sen' in few places in the SEBI Order. Accordingly, the same shall be read as 'Mr. Mahadeb Gayan'.

5. The Company, its promoters and directors did not file any reply. They did not also furnish the information and documents as directed vide paragraph 22 of the SEBI Order. However, in the interest of justice, the Company and its directors were afforded an opportunity of personal hearing on December 11, 2014. Though the notices (of SEBI) informing them of the date of personal hearing, were delivered on the Company and its promoters/directors, they failed to appear in the personal hearing. Personal hearings were also scheduled in the matter of Mega Mould India Limited on December 11, 2014, when the representative of Mega Mould India Limited submitted that he would take notice in this matter and requested for a copy of the SEBI Order passed in this case. Accordingly, a copy of the SEBI Order was furnished to the said representative and the same was also acknowledged by him. The said representative was informed that the Company, its promoters and directors were afforded a final opportunity to furnish their reply and documents which they may wish to place before SEBI, within a period of two weeks from the said date. No reply was received within the time so granted.

6. Though the Company {vide an undated letter (received in SEBI on January 08, 2015)} requested time till January 10, 2015 for filing its reply/explanation, it did not file its response till that date. Further, the promoters/directors of the Company have also not filed their replies in the matter till date.

7. Considering the fact that reasonable opportunities to the Company and its promoters/directors have already been afforded for making their submissions in the matter and also that the director/promoter group of the Company (i.e., Anukul Maiti, Kanika Maiti and Swapan Kumar Roy) seem to be present in the Board of Directors in the companies, Promotech Infratech Limited and Mega Mould India Limited, which have also been alleged by SEBI of mobilizing funds from the public in breach of applicable law, I am of the considered view that further opportunities would only mean delay that would end in travesty of justice and law.

8. The SEBI Order had observed the manner in which the Company had mobilized public funds through issue of equity shares or against allotment of equity shares during the financial years 2007-2008, 2008-2009, 2009-2010 and 2010-2011 in breach of the public issue norms as stipulated under the SEBI Act, Companies Act, 1956, the DIP Guidelines (since repealed) and ICDR Regulations. The SEBI Order had inter alia mentioned and observed the following: "................... (a) Mobilization of funds and issue of equity shares during 2007-2008 and 2008-2009 by the Company : The Company had issued equity shares to the extent of `4 crore to and `5 crore in the financial years 2007-2008 and 2008-2009 respectively to more than 49 persons. It is noted that the Company had issued a notice dated March 01, 2008 and resolved in the extra-ordinary general meeting held on March 28, 2009 that the Board of Directors were authorized to issue one or more tranches of 20,00,000 and 35,00,000 equity shares of `10/- each at par or at premium as may be decided to any person whether they are existing members or not. Details are as under :

Year Type of securities No. of No. of persons to Total amount securities whom issued raised through issued (approximately ) such issuance of securities 2007-2008 Equity shares 20,00,000 equity 1956 `4,00,00,000/-shares 2008-2009 Equity shares 35,00,000 equity 3283 `5,00,00,000/-shares

The `4 crore raised in 2007-2008 was through the issue of 20,00,000 equity shares of `10/- each issued with a premium of `10/-per share to around 1956 investors. The premium of 2,00,00,000/- was added to the Securities

Premium Account. As per the Balance Sheet as at March 31, 2008 (as reflected in the Balance Sheet for 2008-2009), the Paid-up Share Capital was `2,05,00,000/- made up of 20,50,000 equity shares of `10/- each. Allegedly, no prospectus was filed with RoC by the Company with respect to this issue of equity shares.

As on March 31, 2009, the paid-up capital of the Company increased to `5,55,00,000/- made up of 55,50,000 equity shares of `10/- each. In this regard, it is noted that during the financial year 2008-2009, the Company had issued 35,00,000 equity shares of `10/- each and raised `5 crore. This included a premium of 1,50,00,000/-. The allotment was to around 3283 investors.

(b) Mobilization of funds through collection of share application money during financial year 2009- 2010 and issue of equity shares during financial year 2010-2011: The Company has collected funds under the head "Share Application" to the tune of `45,74,55,833.58/- [share application money of `13,71,26,833.60/- + premium of `32,03,29,000/-] during 2009-2010, of which `33,25,97,118/- was collected from "others". Details of such money mobilization is as below: Names of the Share application investor Money (` in lakh) Premium (` in lakh) Total (` in lakh) ICORE Apparel Pvt. Ltd. 15.00 35.00 50.00 ICORE Paints Pvt. Ltd. 15.00 35.00 50.00 ICORE Global Medicine Ltd. 30.00 70.00 100.00 ICORE Jewllery & Gems Pvt. Ltd. 9.00 21.00 30.00 ICORE Iron & Steel Pvt. Ltd. 165.00 385.00 550.00 ICORE Super Cements Pvt. Ltd. 15.00 35.00 50.00 Triloke Enterprise 125.00 293.00 418.00 Others 997.00 2329.00 3326.00 Total 1371.00 3203.00 4574.00

The details such as the identity of "others" has not been disclosed by the Company. As the quantum of money mobilized from "others" is huge, the same gives rise to an assumption that the such money was mobilized from public investors. The remaining sum was from the group companies of the Company. It prima facie appears that the company is purposely withholding information relating to allotment of shares in “others” category (number of persons may be 49 or more) so as to avoid filings of statutory return upon allotment like “Form 2” and comply with Listing requirements and other statutory compliances.

During the year 2010-2011, equity shares for `4,01,95,580/- were allotted and `36,17,60,220/- was added to the "Securities Premium Account" under the head "Reserves and Surplus". Considering the value (issued with a huge premium of 9 times the face value) of such securities issued during 2010-2011, it can be presumed that that these securities were issued to more than 49 investors. The details regarding the exact number of investors under this allotment has not been divulged by the Company. It is also observed that if `4,01,95,580/- and `36,17,60,220/- are deducted from the Share Application Money of `45,74,55,833.58/- collected during 2009-2010, there is a difference of `5,55,00,033/-, which prima facie has not been accounted for by the Company."

The SEBI Order had mentioned the total money mobilized by the Company through issue of equity shares and share application money for the relevant years, as discussed therein: " Year No. of securities No. of persons to whom Total Amount (````) issued(approx.) mobilized 2007-2008 20,00,000 equity 1956 shares ````4,00,00,000/- 2008-2009 35,00,000 equity 3283 shares ````5,00,00,000/- 2009-2010 Application money Presumed to be collected from more than 49 ````45,74,55,833.58/-collected persons 2010-2011 40,19,558 equity Presumed to be issued to more than 49 shares persons ````40,19,55,800/-* Total ````54,74,55,833.58/- * Equity shares for `40.19 crore (including premium) issued in 2010-2011 appears to be out of `45.74 crore collected as share application money during 2009-2010. As per the details available on record, the Company, till the end of financial year 2010-2011, has mobilized `54.75 crore (includes collection through issue of shares and application money) from more than 5,239 public investors. " 9. I also note the following observations made in the SEBI Order : "10. ..............

As the equity shares were issued in the years 2007-2008, 2008-2009 and 2010-2011, the Companies Act, 1956 (since repealed) shall be applicable. 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. Further, in terms of the proviso to the aforesaid section, the provisions of section 67(3) shall not apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. Therefore, 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. ...............

In view of the foregoing, it could be prima facie observed that the aforesaid issue of securities made by the Company were deemed public issues made by the Company. 11. When an issue of securities is made to the public, such company is statutorily mandated to comply with provisions of the Companies Act, 1956 and other relevant statutory provisions regulating such activity. 12. In case of any public issue of securities, the relevant provisions of the Companies Act including sections 60 read with section 2(36), 56(1), 56(3) and 73 thereof needs to be complied with. In terms of section 60 read with section 2(36) of the Companies Act, a company is required to file a prospectus with respect to its public issue, which in this case has prima facie not been done. The RoC has informed that there is no prospectus/offer document filed with it by the Company. Consequentially, the Company has also prima facie not complied with the provisions of section 56(1) and 56(3) of the Companies Act, 1956, which refers to the matters that are to be stated in the prospectus and the documents (i.e., the memorandum containing salient features of the prospectus) that should accompany the application form inviting subscription.

By issuing equity shares to more than 50 persons, the Company had to compulsorily list such securities in compliance with section 73 of the Companies Act. As per section 73(1) and (2) of the Companies Act, 1956, a company is required to make an application to one or more recognised 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. The Company appears to have contravened the said provisions as it prima facie neither made an application seeking listing permission nor refunded the amounts on account of such failure. The Company 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). 13. In view of the above, it is alleged that the Company has contravened the provisions of the Companies Act, 1956 which regulates the public issue of securities, including sections 60 read with section 2(36), 56(1), 56(3) and 73 of the Companies Act, 1956, in respect of its collection of public funds towards issue of securities and the issuance of equity shares, during the years 2007-2008, 2008-2009, 2009-2010 and 2010-2011.

16. SEBI had framed the DIP Guidelines in exercise of the powers conferred upon itself by the SEBI Act. .................... The Company has prima facie issued equity shares to public during 2007-2008 and 2008-2009, when the DIP guidelines were in force. In addition to the provisions of the Companies Act, they were also mandated to comply with the provisions of DIP Guidelines till such time they were in force. When the DIP Guidelines were repealed and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("the ICDR Regulations") were notified with effect from August 28, 2009, the Company was mandated to comply with such regulations with respect to its capital issues made thereafter. In this regard, I observe prima facie that the Company has not complied with the provisions of the DIP Guidelines including the following clauses : a) Clause 2.1.1. (filing of offer document), b) Clause 2.1.4 (application for listing), c) Clause 2.1.5.(issue of securities in dematerialized form), d) Clause 2.8. (means of finance), e) Clause 4.1.(promoters contribution in a public issue by unlisted companies), f) Clause 4.11.

(lock-in of minimum specified promoters contribution in public issues), g) Clause 4.14 (lock-in of pre-issue share capital of an unlisted company), h) Clause 5.3.1(memorandum of understanding), i) Clause 5.3.3 (due diligence certificate), j) Clause 5.3.5 (undertaking), k) Clause 5.3.6 (list of promoters group and other details), l) Clause 5.4 – appointment of intermediaries, m) Clause 5.6 (offer document to be made public) n) Clause 5.6A (Pre-issue Advertisement), o) Clause 5.7 - despatch of issue material, p) Clause 5.8 – no complaints certificate, q) Clause 5.9 – mandatory collection centres and Clause 5.9.1.(minimum number of collection centres), r) Clause 5.10 – authorized collection agents, s) Clause 5.12.1. (appointment of compliance officer), t) Clause 5.13 – abridged prospectus, u) Clause 6.0 – contents of offer documents - Clause 6.1 to Clause 6.15 (contents of prospectus), Clause 6.16 to Clause 6.34 (contents of abridged prospectus) including Clause 6.17.13 and Clause 41.6 – rating for the proposed debentures/preference shares issue, if any, obtained from credit rating agencies, v) Clause 8.3 (Rule 19(2)(b) of SC(R) Rules, 1957), w) Clause 8.8.1 (Opening & closing date of subscription of securities), x) Clause 9 – guidelines on advertisements by issuer company, and y) Clause 10.1.

(requirement of credit rating). In terms of Regulation 3 of the ICDR Regulations, inter alia all public issues are required to comply with the ICDR Regulations. The relevant provisions which the Company had to comply were : - Application for listing of specified securities on one or more recognized stock exchange (Regulation 4(2)), - Appointment of merchant banker and other intermediaries (Regulation 5), - Filing of draft offer document with SEBI and the designated stock exchange and RoC (Regulation 6), - Obtaining in-principle approval from the recognized stock exchanges in which the specified securities are to be listed (Regulation 7), - Satisfy the conditions of initial public offer (Regulation 25 and 26), - Lock-in of specified securities held by promoters and persons other than promoters (Regulation 36 and 37) - Keeping the public issue open for the specified period (Regulation 46), - Pre issue advertisement for public issue (Regulation 47) - Manner of disclosures in the offer documents (Regulation 57) - Refrain from offering any incentive to any person making application for allotment of specified securities (Regulation 59).

In view of the foregoing, in addition to the alleged non-compliances with the relevant provisions of the Companies Act, 1956, the Company has also prima facie failed to comply with the provisions of the DIP Guidelines and the ICDR Regulations, with respect to its money mobilization activities from the public by issuing equity shares and collecting share application money during the financial years 2007-2008, 2008-2009, 2009-2010 and 2010-2011. "

10. I also note that the Company was found to have prima facie issued Redeemable Preference Shares ("RPS") without making any disclosures in its Annual Financial Statements or filed any 'Return' with respect to such issue and allotment of RPS. In this regard, the following observations made in the SEBI Order are relevant:

"18. As noticed from the Balance Sheets for the years 2007-2008, 2008-2009, 2009-2010 and 2010-2011, the Company has not made any disclosure regarding issue of debentures or preference shares. However, SEBI is also in receipt of a complaint on May 16, 2014, wherein the complainant has alleged that the company has issued Redeemable Preference Shares ("RPS") and that the same have already matured. The grievance of the complainant is that the Company has not made the return of money due to him with respect to his subscription of the RPS. The complainant has also submitted copies of two "Letters of Allotment" issued by the Company. This letter of allotment mentions "This is to certify that the person(s) named in this certificate is/are the registered holders(s) of the within mentioned share(s) bearing the distinctive number(s) herein specified in the above Company subject to the Memorandum and Articles of Association of the Company and that the amount endorsed herein has been paid up on each such share". As per this letter of allotment, the issue of RPS is said to be "Private and Confidential Placement".

The document mentions that the deposit date is January 28, 2009 and the redemption date as January 27, 2014. This seems to be an instrument with a tenure of 5 years. The document also refers to a plan termed "Plan B". A total of 50 RPS were held under one certificate. The complainant has mentioned that the face value of `1000/- of each RPS. Accordingly, the value of one certificate is `50,000/- and the maturity was `1,00,000/. On verifying the details present in the MCA 21 portal, it has come to SEBI's notice that the Company has not filed any return with respect to the allotment of RPS. Further, the same have not been mentioned in the Balance Sheet and the financial statements accompanying the Balance Sheet for the financial year 2008-2009. It therefore appears that the Company is mobilizing money under the guise of issuing securities including RPS without any disclosures nor complying with the regulations. This is being probed further. The SEBI letter dated May 28, 2014 advising the Company to clarify as to why the issue of debentures/RPS were not disclosed earlier, is still not responded to by the Company.

It is also noted from the Balance Sheet as at March 31, 2012, the Company has confirmed that it has one class of equity shares having a par value of Rs.10/- and each shareholder is eligible for one vote. This again is prima facie misleading in view of the above discussions. " 11. The SEBI Order had also noted that as per the Balance Sheet as at March 31, 2012, the Company has taken advance to the tune of `32,19,41,951/- from customers under the head "Advance from Customers" as compared to `6,31,55,657/- collected as of March 31, 2011. However, it is noted that as per the Balance Sheet as at March 31, 2011, the Company has mentioned that it has taken `3,05,19,79,168/- as 'Advance and Deposits from Customers'. It is stated that the Company has taken such advances and deposits from customers towards its Advance Product Booking Scheme and other Schemes.

12. The SEBI Order had also observed discrepancies with respect to the amount shown as 'Long Term Borrowings' in the Balance Sheets of 2010-2011 and 2011-2012. It was noticed that the Company has shown `54.83 crore as Long Term Borrowings for the year 2010-2011, whereas the same was shown as `353.13 crore for the same period in the Balance Sheet for 2011-2012. The figure shown for a particular year cannot be different for the same head and for the same period in the subsequent period's Balance Sheet. The SEBI Order had also observed that the Company had spent huge sums of money towards advertisement, as per details below: Item Amount (`) spent during Amount (`) spent during 2011-2012 ( in crore) 2010-2011 ( in crore) Advertisement and publicity 7.4 7.3 Sales promotions 12.8 37.4 Business promotion 6.5 - Others 18.1 -

13. Considering the above alleged violations committed by the Company/its promoters and directors of the provisions of the SEBI Act, Companies Act, DIP Guidelines and ICDR Regulations in respect of its issuance of equity shares during the relevant period as detailed in the SEBI Order, the objectionable conduct of the Company/its promoters and directors in not filing return/disclosing the issue of RPS, their non-compliance with paragraph 22 of the SEBI Order in not submitting the information and documents as directed therein, discrepancies in the balance sheet as mentioned above and spending huge sums of money towards advertisements allegedly from the public funds, the Company/its promoters and directors not filing their objections with plausible reasons, I am unable to modify/vacate the directions issued vide the SEBI Order. All the directions issued vide the SEBI Order therefore need to be confirmed with respect to the company, ICore E-Services Limited and its promoters/directors, Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Sengupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Gayan. Further, I also note that SEBI is conducting further examination into the alleged fund mobilization activities by the Company.

14. Accordingly, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 and sections 11(1), 11(4), 11A and 11B thereof read with clause 17 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and regulations 107 and 111 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, hereby confirm all the directions issued against ICore E-Services Limited and its promoters/directors, Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Sengupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Gayan vide the SEBI Order dated July 25, 2014.

15. ICore E-Services Limited and its promoters/directors, Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Sengupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Gayan are directed to co-operate with SEBI in the examination and provide all documents and information (in their possession) that may be sought by SEBI in the matter.

16. ICore E-Services Limited and its promoters/directors including Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Sengupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Gayan shall 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 within a period of 15 days from the date of this Order.

17. SEBI shall conclude its examination in the matter at the earliest and initiate appropriate action in accordance with law against ICore E-Services Limited and its promoters/directors, Mr. Anukul Maiti, Mrs. Kanika Maiti, Mr. Swapan Kumar Roy, Mr. Radhashyam Giri, Mr. Tapan Kumar Charterjee, Mr. Saral Ranjan Sengupta, Mr. Amal Bhattacharya, Mr. Chandan Dey and Mr. Mahadeb Gayan.

18. It shall be open for SEBI to take appropriate action in accordance with law against the aforesaid Company and its promoters and directors, for the non-compliance with the direction issued vide paragraph 22 of the SEBI Order dated July 25, 2014.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date : March 05, 2015 Place: Mumbai