Order in the matter of Jeevan Suraksha Real Estate Limited

WTM/PS/188/ERO/GLO/MAR/2016 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 Jeevan Suraksha Real Estate Limited In respect of: 1. Jeevan Suraksha Real Estate Limited [PAN: AABCJ6757B], 2. Mr. Chandan Das [PAN: AFEPD6600G], 3. Mr. Ashok Chakraborty [PAN: AFZPC5242E], 4. Mr. Uttam Acharjee [PAN: AHRPA3277H], 5. Ms. Champa Biswas [DIN:02247075], 6. Ms. Sangita Das [PAN: AJCPD4443P], 7. Mr. Arju Acharjee [PAN: AIDPA6075A] and 8. Ms. Dipamoni Acharjee [PAN: AKNPA2732Q]. 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex-parte interim Order dated March 13, 2015 (hereinafter referred to as ‘the interim order’) had observed that the company, Jeevan Suraksha Real Estate Limited (hereinafter referred to as ‘Jeevan’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, through the Offer of Redeemable Preference Shares (hereinafter referred to as ‘RPS’) and had allegedly violated the provisions of Sections 56, 60 (read with Section 2(36)), 67, 73 of the Companies Act, 1956 and the SEBI (Disclosure and Investor Protection) Guidelines 2003 (hereinafter referred to as 'DIP Guidelines') read with the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 (hereinafter referred to as 'ICDR Regulations'). In order to protect the interest of investors and to ensure that only legitimate fund raising activities are carried on by the Company and its directors, SEBI had issued the following directions: “… …

17. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11(1), 11(4), 11A and 11B of the SEBI Act and Clause 17 of the DIP Guidelines read with Regulation 111 of the ICDR Regulations, 2009, hereby issue the following directions- i. JSREL shall forthwith cease to mobilize any fresh funds from investors through the Offer of RPS or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly, till further directions; ii. JSREL and its Directors, viz. Shri Chandan Das (DIN:00700889), Shri Ashok Chakraborty (DIN:00700921), Shri Uttam Acharjee (DIN:05112214), Smt. Champa Biswas (DIN:02247075), Smt. Sangita Das (DIN:02014574), Shri Arju Acharjee (DIN:00790737) and Shri Dipamoni Acharjee (DIN: 02247014)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. JSREL and the 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.

JSREL shall provide a full inventory of all its assets and properties; v. The abovementioned Directors of JSREL shall provide a full inventory of all their assets and properties; vi. JSREL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of RPS, without prior permission from SEBI; vii. JSREL and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of RPS, which are kept in bank account(s) and/or in the custody of JSREL. … 18. The above directions shall take effect immediately and shall be in force until further orders. … 20. This interim order cum show cause notice is without prejudice to the right of SEBI to take any other action that may be initiated against JSREL 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 information/ documents provided by Registrar of Companies (hereinafter referred to as ‘RoC’), Shillong, information provided by Bureau of Investigation, Economic Offence Wing (BIEO), Assam Police and the information/ documents obtained from the ‘MCA 21 Portal’.

The interim order was also treated as a show cause notice which advised the Company and its directors to file their replies within 21 days from the date of receipt and also seek an opportunity of personal hearing.

3. The interim order was forwarded to the Company and its directors namely Mr. Chandan Das, Mr. Ashok Chakraborty, Mr. Uttam Acharjee, Ms. Champa Biswas, Ms. Sangita Das, Mr. Arju Acharjee and Ms. Dipamoni Acharjee vide respective letters dated March 13, 2015, however, all these had returned undelivered. SEBI proceeded further and granted an opportunity of personal hearing to the Company and its directors on July 28, 2015. The same was also communicated vide the public notice dated July 14, 2015, in the newspapers namely ‘Times of India’, ‘Anandabazar Patrika’, ‘Asomiya Pratidine’, ‘The Assam Tribune’ and ‘Nagaland Post’. 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. However, no one turned up for the personal hearing on the scheduled date.

In the meantime, Ms. Dipamoni Acharjee, Mr. Arju Acharjee, Mr. Ashok Chakraborty and Mr. Uttam Acharjee vide respective letters all dated July 28, 2015, replied to letters of SEBI and submitted as under: i. Ms. Dipamoni Acharjee intimated that she is not the director of any company in the Jeevan Surakasha group from July, 2008. ii. Mr. Arju Acharjee submitted that he had met with an accident and is unable to move and in view of the same he cannot appear for the personal hearing. iii. Mr. Ashok Chakraborty submitted that his mother is not well and is in dying condition. He being her only son has to stay in Guwahati presently. iv. Mr. Uttam Acharjee submitted that he became the director of the Company very late and he has no knowledge of the financial aspects of the Company. He also submitted that due to certain unavoidable family affairs, he could not appear for the personal hearing at Mumbai.

Considering the requests of Mr. Arju Acharjee, Mr. Ashok Chakraborty, Mr. Uttam Acharjee another opportunity of personal hearing was granted to these on February 18, 2016. On the date fixed, no one turned up for the personal hearing.

Considering that reasonable opportunities of personal hearing have already been afforded to the Company and its directors for making the submissions in the matter, I proceed further on the basis of the material available on record.

4. I have considered the interim order and the material available on record. The following are the observations from the interim order: “… i. JSREL (CIN:U70101AS2004PLC007570) was incorporated on November 09, 2004, with RoC, Shillong having its registered office situated at College Road, Lumding, Nagaon, Assam, India-782447. ii. The Directors of JSREL are Shri Chandan Das, Shri Ashok Chakraborty and Shri Uttam Acharjee. Smt. Champa Biswas, Smt. Sangita Das, Shri Arju Acharjee and Shri Dipamoni Acharjee who were earlier directors of the company, have since resigned. iii. It is observed from Form 2 (filed for allotment of RPS on 30/03/2007) and Balance Sheets of the company for the FY 2008-09 and 2009-10 provided by RoC, Shillong and BIEO, Assam that JSREL allotted RPS of face value Rs.100/- each during FY 2006-07, 2008- 09 and 2009-10. The details of the same are mentioned in the table below: Year No. of RPS No. of Allottees Amount raised (in Rs.) 2006-07 80,000 299 80,00,000 2008-09 3,20,100 Not Available 3,20,10,000 2009-10 2,30,000 Not Available 2,30,00,000 Total 6,30,100 >299* 6,30,10,000 * Details of allottees during FY 2008-09 and 2009-10 are not available.

Hence exact number of allottees could not be ascertained. iv. It is also observed from Balance Sheets of the company for FY 2008-09, 2009-10 and copy of the extracts of minutes of EGM held on April 05, 2010 that JSREL increased authorized preference share capital from Rs.4,25,00,000/- as on March 31, 2009 to Rs.9,60,00,000/-as on March 31, 2010. It is also evident from copy of notice for EGM to be held on June 14, 2011 that JSREL intended to further increase authorized preference share capital to 15,00,00,000/-. This, prima facie indicates that JSREL continues to mobilize large amount of funds from investors. …” 5. I note that the Company and its directors have not replied to the interim order. The interim order has alleged that the Company had issued and allotted RPS during the financial years 2006-07, 2008-09 and 2009-10 and had raised ₹6,30,10,000 from at least 299 persons/ investors, without complying with 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 RPS in terms of the first proviso to Section 67(3) of the Companies Act, 1956.

6. 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.

In terms of the first 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, the number of subscribers becomes relevant to conclude whether 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. I now place my reliance on the order of Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others Vs. SEBI and 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. …” 7. As per the ‘Form 2’ available on record, the Company had allotted 80,000 RPS to 299 allottees.

The number of persons to whom RPS were allotted clearly exceeded 49. Further, the details of allottees for the allotment (of 3,20,100 RPS and 2,30,000 RPS) during the financial years 2008-09 and 2009-10 are not available on record. Considering the large number of RPSs issued, it can safely be assumed that the number of persons from whom monies were mobilised by the Company is definitely more than 49 persons during these years. In view of the same, 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 where the ‘offer’ or ‘invitation to subscribe for shares or debentures’ is made to fifty persons or more, then it has to be construed as a public offer. Further, the Company has failed to produce any evidence that the issue was a domestic concern of the members of the Company. Thus on the face of it, the issue made by the Company cannot be considered as a private placement.

8. 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 case: “... ... 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. …” 9. In view of the above observations, by virtue of Section 55A(a) and (b), SEBI has jurisdiction and would govern the issue of RPS as the same was clearly made to more than 49 persons. As alleged in the interim order, the Company was mandated to comply with the provisions of Sections 56, 60, 67 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’.

10. 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) of the Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. 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.

11. 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).

9. The Company was also mandated to comply with the provisions of DIP Guidelines, while issuing RPS. The interim order has stated that the Company failed to comply with 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 centers including Clause 5.9.1 (Minimum number of collection centres) r) Clause 5.10 – (Authorised 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) 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) y) Clause 10.1 – (Requirement of credit rating) z) Clause 10.5 – (Redemption) As per Regulation 111(1) of the ICDR Regulations, the DIP Guidelines, "shall stand rescinded".

However, Regulation 111(2) of the ICDR Regulations, provides that: “(2) Notwithstanding the repeal under sub-section (1) of the repealed enactments,— (a) anything done or any action taken or purported to have been done or taken including observation made in respect of any draft offer document, any enquiry or investigation commenced or show cause notice issued in respect of the said Guidelines shall be deemed to have been done or taken under the corresponding provisions of these regulations; (b) any offer document, whether draft or otherwise, filed or application made to the Board under the said Guidelines and pending before it shall be deemed to have been filed or made under the corresponding provisions of these regulations.” …” From the foregoing, I conclude that the Company failed to comply with the provisions of Sections 56, 60, 73 of the Companies Act, 1956 read with the Companies Act, 2013 and the aforesaid provisions of the DIP Guidelines, in respect of its offer and issuance of RPS as discussed in this Order. The Company shall therefore be liable to make refunds as per the mandate under Section 73(2) of the Companies Act, 1956 and also for regulatory action for committing the above violations.

10. Liability of Directors: The interim order was issued against the directors of the Company namely Mr. Chandan Das, Mr. Ashok Chakraborty, Mr. Uttam Acharjee, Ms. Champa Biswas, Ms. Sangita Das, Mr. Arju Acharjee and Ms. Dipamoni Acharjee.

a. The details of their appointment and resignations are as under: Name Date of Appointment Date of Cession Mr. Chandan Das 09/11/2004 Continuing as director Mr. Ashok Chakraborty 16/07/2008 Continuing as director Mr. Uttam Acharjee 01/03/2012 Continuing as director Ms. Champa Biswas 09/11/2004 19/07/2008 Ms. Sangita Das 09/11/2004 19/07/2008 04/01/2010 22/11/2011 Mr. Arju Acharjee 09/11/2004 29/09/2012 Ms. Dipamoni Acharjee 09/11/2004 19/07/2008 b. I note that the Company had commenced the offer and issuance of RPS from 2006- 2007 (the date of allotment being March 30, 2007) and continued with it in the financial years 2008-09 and 2009-10. Section 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 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 of the Companies Act, 1956 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.

c. From the table above, it is noted that Mr. Chandan Das, Mr. Ashok Chakraborty, Ms. Champa Biswas, Ms. Sangita Das, Mr. Arju Acharjee and Ms. Dipamoni Acharjee were the directors of the Company at the time of issue and allotment of RPS during the financial years 2006-07, 2007-08 and 2009-10 and were responsible for the affairs of the Company, at the relevant point of time. Mr. Chandan Das and Mr. Ashok Chakraborty continue as directors of the Company.

Ms. Dipamoni Acharjee vide her letter dated July 28, 2015 has stated that she is not the director of the Company from July, 2008. In this regard, I note that she was a director of the Company during 2006-07 and 2008-09, when the Company had offered and issued RPSs. Therefore, she along with Mr. Chandan Das, Mr. Ashok Chakraborty, Ms. Champa Biswas, Ms. Sangita Das and Mr. Arju Acharjee is liable for the contraventions as found against the Company. The above said six persons are also jointly and severally responsible along with the Company for making refunds with interest as mandated under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act.

d. I note that Mr. Uttam Acharjee was appointed as director of the Company on March 01, 2012 i.e. after the last available year of impugned issue of RPS. He is also one of the present directors of the Company. It is observed that he has not exercised necessary diligence after becoming the director in the Company. The inaction by him against the management (for violating the public issue norms as stipulated under the Companies Act, 1956), leads one to conclude on a possible collusion with the Company and its management. Mr. Uttam Acharjee has also not taken any steps to remedy the violations committed. I note that the liability to refund is a continuous liability and would be discharged only when the repayments are done. Accordingly, I hold him responsible for the same.

11. I note that the Company and its directors namely Mr. Chandan Das, Mr. Ashok Chakraborty, Mr. Uttam Acharjee, Ms. Champa Biswas, Ms. Sangita Das, Mr. Arju Acharjee and Ms. Dipamoni Acharjee were required to provide full inventory of the assets and properties within 21 days from the date of receipt of interim order. However, no such details have been filed till date.

12. In view of the discussion above, appropriate action in accordance with law needs to be initiated against the Company and the directors/ promoters in charge of the affairs of the Company during the relevant period.

13. Therefore, 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, Jeevan Suraksha Real Estate Limited [PAN: AABCJ6757B], Mr. Chandan Das [PAN: AFEPD6600G], Mr. Ashok Chakraborty [PAN: AFZPC5242E], Mr. Uttam Acharjee [PAN: AHRPA3277H], Ms. Champa Biswas [DIN: 02247075], Ms. Sangita Das [PAN: AJCPD4443P], Mr. Arju Acharjee [PAN: AIDPA6075A] and Ms. Dipamoni Acharjee [PAN: AKNPA2732Q] 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 are 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 and its present management shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily 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 certificate of such completion with SEBI, within a period of three months from the date of this Order, from 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. In case of failure of the Company, Jeevan Suraksha Real Estate Limited, its directors including Mr. Chandan Das, Mr. Ashok Chakraborty, Mr. Uttam Acharjee, Ms. Champa Biswas, Ms. Sangita Das, Mr. Arju Acharjee and Ms. Dipamoni Acharjee in complying with the aforesaid directions, SEBI, on expiry of three months 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 appropriate action as deemed fit.

g. 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.

h. The directors of the Company namely Mr. Chandan Das, Mr. Ashok Chakraborty, Mr. Uttam Acharjee, Ms. Champa Biswas, Ms. Sangita Das, Mr. Arju Acharjee and Ms. Dipamoni Acharjee are restrained 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.

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

14. This Order is without prejudice to any action, including adjudication and prosecution proceedings, that might be taken by SEBI in respect of the above violations committed by the Company, its promoters, directors and other key persons.

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

16. 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 : March 16th, 2016 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA