Order in the matter of Krutibibha Corporation Ltd.

Under Sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter of Krutibibha Corporation Limited (CIN: U45201OR2011PLC013444; PAN: AAECK3511F) and its Directors viz., Shri Tapan Kumar Sethi (DIN:03306142; PAN:CASPS1885B), Shri Ranjit Kumar Sethi (DIN:03306147;PAN: CCRPS8635J), Shri Dayanidhy Behera (DIN:06397686; PAN:AWUPB3897Q) and Ms. Puspa Sethi (DIN:03195896; PAN:CTTPS8720B) Date of Hearing: April 23, 2015 and August 12, 2015 Appearances: Noticee: Shri Tapan Kumar Sethi Mr. R.S. Loona,Advocate Mr. Abhisek Borgikar, Advocate For SEBI: Dr. Anitha Anoop, Deputy General Manger Mr. N Murugan, Assistant General Manager Mr. Ranjan Kumar Meher, Assistant General Manager

1.1 Krutibibha Corporation Limited (KCL) incorporated on April 13, 2011, with CIN as U45201OR2011PLC013444 and has its registered office at Krutibibha House, At- Guhariapatta, PO- Paladhuapalli, Via-Khallikote, Near Berhampur, Khallikote, Pin- 761028, Odisha, India. 2.1 On receipt of information that KCL was illegally mobilizing funds from the people of the state of Odisha through the issue of Redeemable Preference Shares ("hereafter referred to as RPS") and subsequent enquiry by SEBI, it was observed that KCL had issued Redeemable Preference Shares to 2,081 investors in the Financial Years 2011 - 12 and 2012 -13 and collected a total amount of Rs. 3,83,93,800. 2.2 Since the above said issuance of RPS was found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act"), the Companies Act, 1956, SEBI passed an interim order dated January 29, 2015 (hereinafter referred to as interim order) and issued directions mentioned therein against KCL and its directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi. 2.3 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. KCL has made an offer of RPS and collected money to the extent of Rs. 3,83,93,800, by issuing preference shares, from the public, as shown in the following Table. Table 1

Amount Date of No. of Se. No. No. of RPS raised (in Allotment allottees Rs.) 30-07-2011 1 66 1,10,200 11,02,000 31-08-2011 2 411 8,07,400 80,74,000 30-09-2011 3 96 1,86,700 18,67,000 31-10-2011 4 123 2,48,900 24,89,000 30-11-2011 5 156 3,67,500 36,75,000 31-12-2011 6 173 3,93,800 39,38,000 30-01-2012 7 49 66900 6,69,000 29-02-2012 8 49 1,36,800 13,68,000 28-03-2012 9 49 1,03,600 10,36,000

Amount Date of No. of Se. No. No. of RPS raised (in Allotment allottees Rs.) 29-03-2012 10 45 1,07,700 10,77,000 30-03-2012 11 47 99500 9,95,000 31-03-2012 12 43 1,58,000 15,80,000 20-04-2012 13 49 1,02,050 10,20,500 25-04-2012 14 49 85300 8,53,000 30-04-2012 15 47 86230 8,62,300 31-05-2012 16 46 68100 6,81,000 25-06-2012 17 40 84200 8,42,000 30-06-2012 18 18 54000 5,40,000 20-07-2012 19 40 28100 2,81,000 31-07-2012 20 38 1,26,500 12,65,000 20-08-2012 21 45 78700 7,87,000 31-08-2012 22 40 1,01,100 10,11,000 29-09-2012 23 48 52000 5,20,000 30-09-2012 24 59 16800 1,68,000 01-10-2012 25 50 10400 1,04,000 02-10-2012 26 50 13700 1,37,000 03-10-2012 27 43 6000 60000 08-11-2012 28 50 60300 6,03,000 29-11-2012 29 42 59700 5,97,000 30-11-2012 30 20 19200 1,92,000 Total 2081 38,39,380 3,83,93,800

2.4 The year-wise allotment of Redeemable Preference Shares by KCL is shown below: S. No. Year No. of No. of Redeemable Amount (`) allottees Preference Shares 1. 2011 -12 1,307 27,87,000 2,78,70,000 2. 2012 -13 774 10,52,380 1,05,23,800 Total 2,081 38,39,380 3,83,93,800

2.5 The Offer of RPS was a deemed public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, However, the resultant requirement under Section 56(1), 56(3),Section 60, Sections 73(1), (2) and (3) of the Companies Act, were not complied with by KCL. 2.6 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated January 29, 2015 with immediate effect. i. KCL shall not mobilize any fresh funds from investors through the Offer of RPS or through any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly, till further directions; ii. KCL (CIN: U45201OR2011PLC013444; PAN: AAECK3511F) and its Directors, viz. Shri Tapan Kumar Sethi (DIN: 03306142; PAN:CASPS1885B), Shri Ranjit Kumar Sethi (DIN:03306147; PAN:CCRPS8635J), Shri Dayanidhy Behera (DIN:06397686; PAN:AWUPB3897Q) and Ms. Puspa Sethi (DIN:03195896; PAN:CTTPS8720B) 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. KCL and its abovementioned Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions. iv. KCL shall provide a full inventory of all its assets and properties; v. The Directors of KCL shall provide a full inventory of all their assets and properties;

vi. KCL 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. KCL 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 KCL; viii. KCL and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information as sought vide SEBI letters dated May 28, 2013, February 21, 2014 and March 24, 2014. 3.1 Vide the said interim order, KCL and its abovementioned Directors were given opportunities to file their replies, within 21 days from the date of receipt of the said interim Order. The order further stated that the concerned persons may also indicate whether they desired to avail themselves the opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard. 4.1 Service of interim order: The copy of the said interim order was sent to the above mentioned entities by letter dated January 30, 2015 through registered post acknowledgement due.

Letter issued to KCL and its directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, and Ms. Puspa Sethi returned undelivered while letter issued to Shri Dayanidhy Behera was delivered on February 06, 2015. On February 24, 2015, a written submission was received from Dayanidhy Behera on behalf of all five noticees with a request to grant to extension of Six week's time for submitting a detailed reply supported with necessary documents. However, no reply has been received from any of the entities. 4.2 Hearing and submissions: Subsequently, vide letter dated March 30, 2015 all the persons against whom the above said interim order was passed, were intimated that they shall be given an opportunity of personal hearing on April 23, 2015. Vide notification dated April 15, 2015, published in English newspaper, The Times of India, and notification dated April 15, 2015 published in vernacular Odia newspaper, The Samaja, the Company and its abovementioned Directors were notified by SEBI that they will be given the final opportunity of being heard on April 23, 2015 at the time and the venue mentioned therein.

5.1 Shri Tapan Kumar Sethi, one of the noticee directors, appeared on April 23, 2014 and sought for another opportunity of hearing at Mumbai. Another opportunity of hearing was scheduled to be held on July 30, 2015. The same was intimated to all the entities vide letter dated July 10, 2015 by SEBI. The said letter sent to the Company came back undelivered and letter sent to Shri Ranjit Kumar Sethi did not come back undelivered. However, the said letters dated July 10, 2015 sent to others got delivered. 5.2 Shri Tapan Kumar Sethi on his behalf and on behalf of the Company vide letter dated July 29, 2015 sought for adjournment of the hearing fixed on July 30, 2015 on the ground that his grandmother passed away. 5.3 Therefore, SEBI vide letters dated July 29, 2015 intimated all the entities that they would be given another opportunity of hearing on August 12, 2015 at the place and time mentioned therein. Except for Shri Dayanidhy Behera, the letters sent to others came undelivered. 5.4 On August 12, 2015, Mr. R.S. Loona Advocate and Abhisek Borgikar, Advocate appeared for the Company and all the directors.

It was orally submitted that:-  the company has paid back around 2.57 crores out of Rs. 3.839 crores collected.  the company paid some amount in cash and the records for the same is not available due to destruction of records due to the natural calamity which affected Orissa. 5.5 It was requested that the Company should be allowed to sell its properties for repayment of investors, over a period of two years. Three weeks’ time sought for filing written submissions was granted. 6.1 I have considered the allegations, and material on record. On perusal of the same the following issues arise for consideration. Each question is dealt with separately under different headings. 1. Whether the company came out with the Offer of RPS ?

2. If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3), the Companies Act,1956? 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed? 7.1 Whether the company came out with the Offer of RPS?: I have perused the interim order dated January 29, 2015 for the allegation of Offer of RPS. The company, its directors have not disputed the said issuance by way of any oral or written representations. 7.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal' including the available Form 2 filed by the Company the Financial Statements of the Company show that KCL, in total, had KCL had issued Redeemable Preference Shares, to 1,307 investors in the Financial Years 2011 -12 and 2012 -13 and collected a total amount of Rs. 3,83,93,800 as shown in Table No.1 8.1 If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3), the Companies Act,1956?: The provisions alleged to have been violated and mentioned in Issue No.2 are applicable to the offer made to the public.

Therefore the primary question that arises for consideration is whether the issue of preference shares covered in Issue No 1 is a ‘public issue’. KCL vide letter dated March 24, 2014 contented that it had made only private placement of RPS. At this juncture, reference may be made to sections 67(1) & (3) of the Companies Act, 1956: "67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (2)any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitations to subscribe for them extended to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner.

(3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” 8.2 The following observations of the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & ORs. Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011) (hereinafter referred to as the 'Sahara Case'), while examining the scope of Section 67 of the Companies Act, 1956, are worth consideration:- "84.

Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the ―section of the public. Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or otherwise as being a domestic concern of the persons making and receiving the offer or invitations. Section 67(3) is, therefore, an exception to Sections 67(1) and (2). If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. 85. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more.

Resultantly, after 13.12.2000, any offer of securities by a public company to fifty persons or more will be treated as a public issue under the Companies Act, even if it is of domestic concern or it is proved that the shares or debentures are not available for subscription or purchase by persons other than those receiving the offer or invitation. (Emphasis supplied). 8.3 Section 67(3) provides for situations when an offer is not considered as offer to public. As per the said sub section, if the offer is one which is not calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation {(section 67(3)(a)}, or, if the offer is the domestic concern of the persons making and receiving the offer {(section 67(3)(b)}, the same are not considered as public offer. Under such circumstances, they are considered as private placement of shares and debentures. It is noted that as per the first proviso to Section 67(3) Companies Act, 1956, the public offer and listing requirements contained in that Act would become automatically applicable to a company making the offer to fifty or more persons.

8.4 In the instant case, since the offer of RPS has been made by KCL and allotment to more than 49 persons in respect of the allotment at serial numbers 1-6, 24-26 and 28 in Table No.1, the offer of RPS falls within the first proviso of section 67(3) of Companies

Act,1956. 8.5 In view of the allotment to more than 49 persons, I find that offer of RPS falls within the first proviso of section 67(3) of Companies Act, 1956, thereby such issues are deemed to be public issues and was mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 8.6 As far as the allotments made to less than 50 persons on various dates as shown in the Table 1 is concerned, I find that within a short span of a few days the allotments were split into allotments ranging from 49 to 18 persons. The sheer proximity in time of allotment and the periodicity of splitting the allotment within the month, by deliberately keeping the number of allottees below the statutory minimum, shows that the Company wantonly made repeated allotments to less than fifty persons in order to make an false appearance as if offer and allotment of RPS is a private placement, to evade the process of law and detection. Therefore, I find that the offer and allotment of RPS falls within the first proviso of section 67(3) of Companies Act, 1956. Thereby, such issues are deemed to be public issues and were mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 8.7 As far as the instances of the issuance to less than 50 persons concerned, reference may be made to Sahara Case, wherein it was held that under Section 67(3) of the Companies Act, 1956, the "Burden of proof is entirely on Saharas to show that the investors are/were their employees/workers or associated with them in any other capacity which they have not discharged."

In respect of issuance in these instances -, the Company or the directors have not placed any material that the allotment was in satisfaction of section 67(3)(a) or 67(3)(b) of Companies Act, 1956 i.e., it was made to the known associated persons or domestic concern. Therefore, I find that the said issuance cannot be considered as private placement. In view of this, I hold that the contention of the Company that it had only made private placement is contrary to law and facts. 8.8 In terms of section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, containing disclosures as specified. Section 2(36) of the Companies Act read with section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'.

As per the aforesaid Section 2(36), “prospectus” means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate. 8.9 The allegation of non-compliance of the above provisions was not denied by the company or directors. Neither the company nor the directors, produced any record to show that KCL has issued Prospectus containing the disclosures mentioned in section 56(1) of the Companies Act, 1956, or filed a Prospectus with ROC or issued application forms accompanying the abridged prospectus. Therefore, I find that, KCL and its directors are responsible for the failure to issue prospectus in contravention of Sections 56(1), 56(3) and 60 of the Companies Act, 1956. 8.10 Further, by issuing RPS to more than 49 persons, KCL had to compulsorily list such securities in compliance with section 73 of the Companies Act, 1956. As per section 73(1) and (2) of the Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt within the stock exchange and if permission has not been applied for or not granted, the company is required to forthwith repay with interest all moneys received from the applicants.

8.11 The allegation of non-compliance of the above provisions was not denied by the company or directors. I find that no records have been submitted to indicate that it had made an application seeking listing permission from stock exchange nor did it refund the amounts consequent upon such failure. Thus, KCL has contravened the said provisions. KCL has not provided any records to show that the amount collected by KCL are kept in a separate bank account. Therefore, I find that KCL has also not complied with the provisions of section 73(3) as it has not kept the amounts received from investors in a separate bank account and failed to repay the same in accordance with section 73(2) as observed above. 8.12 I note that the jurisdiction of SEBI over various provisions of the Companies Act, 1956 including the above mentioned, in the case of public companies, whether listed or unlisted, when they issue and transfer securities, flows from the provisions of Section 55A of the Companies Act, 1956. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara Case, had observed that: "We, therefore, hold that, so far as the provisions enumerated in the opening portion of Section 55A of the Companies Act, so far as they relate to issue and transfer of securities and non-payment of dividend is concerned, SEBI has the power to administer in the case of listed public companies and in the case of those public companies which intend to get their securities listed on a recognized stock exchange in India."

" SEBI can exercise its jurisdiction under Sections 11(1), 11(4), 11A(1)(b) and 11B of SEBI Act and Regulation 107 of ICDR 2009 over public companies who have issued shares or debentures to fifty or more, but not complied with the provisions of Section 73(1) by not listing its securities on a recognized stock exchange" 8.13 In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, SEBI has to administer Section 67 of that Act, so far as it relates to issue and transfer of securities, in the case of companies who intend to get their securities listed. 8.14 In view of the forgoing findings, I am of the view that KCL is engaged in fund mobilizing activity from the public, through the offer and issuance of RPS and has contravened the provisions of sections 56, 60 and 73 of the Companies Act, 1956. 9.1 If the findings on question No.2 are found in the affirmative, who are liable for the violation committed: Section 56(1) and 56(3) read with section 56(4) imposes the liability on the company, every director, and other persons responsible for the prospectus for the compliance of the said provisions.

The liability for non-compliance of Section 60 of the Companies Act, 1956 is on the company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section. 9.2 As far as the liability for non-compliance of section 73 of Companies Act, 1956 is concerned, as stipulated in section 73(2) of the said Act, the company and every director of the company who is an officer in default shall, from the eighth day becomes 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. 9.3 SEBI, as per section 27(2) of the SEBI Act, has the powers to proceed against directors of such companies. In cases of financial fraud, the role of directors in prevention of the same is of utmost importance. They are required to take diligent measures in preventing the same. They are also required not to be neglectful in the affairs of the company which results in the violation of various laws such as deemed public issue in violation of law. In deemed public issue in violation of law, money is collected from innocent, ill-informed and gullible public, without the Company giving the statutory protection available to those investors under the law such as, full and necessary disclosures about the company, an exit opportunity by way of listing of the shares.

The purpose of refund in such cases as per law, is to protect the investors who have parted their money without having any opportunity of exit and without full disclosures about the Company which deprives their informed consent. 9.4 Reference may also be made to the ratio of the Hon’ble High court of Madras in Madhavan Nambiar vs Registrar Of Companies (2002 108 Comp Cas 1 Mad) which observed “In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal. So also the treatment for such violations as stipulated in the Companies Act, 1956”. 9.5 SEBI also has powers under section 11 and 11B of the SEBI Act to pass direction of refund along with interest. The Hon’ble Bombay High court in B.P.Plc (Formerly B.P.Amoco

Plc) vs SEBI, (2002 (4) Bom CR 79), held that that SEBI has powers to award interest in exercise its power under section 11 and 11B of SEBI Act, as stated below:- “Applying the principles regarding award of interest as has been held by the Apex Court in Secretary, Irrigation Department vs. G.C.Roy (supra) to the effect "a person deprived of the use of money to which he is legitimately entitled to has a right to be compensated for the deprivation, call it by any name. It may be called "interest, compensation or damages," the investors are entitled to be compensated by way of interest for delayed payment. Under these circumstances we find no substance that there is no power to award such an interest.” 9.6 The Company submitted at the time of personal hearing that the company has paid back around 2.57 crores out of Rs. 3.839 crores collected. It also submitted that the company paid some amount in cash and the records for the same is not available due to destruction of records due to the natural calamity which affected Orissa. However, the Company has not stated this in any of its previous communications, thus, raising doubts on the credibility of its statements. 9.7 In view of the provisions of law, KCL and its directors Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, are responsible for the non-compliance of the above provisions. From the available information as per the Form 32, the details of the appointment and resignation of all the directors are given in the Table below: Table 2 Sl Date of Date of Name of the Directors No. Appointment Resignation 1 Shri Tapan Kumar Sethi 13-04-2011 Continuing 2 Shri Ranjit Kumar Sethi 13-04-2011 Continuing 3 Shri Dayanidhy Behera 03-10-2012 Continuing

Sl Date of Date of Name of the Directors No. Appointment Resignation 4 Ms. Puspa Sethi 13-04-2011 04-10-2012

9.8 Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi were serving as director while the impugned issues and allotments were made. Therefore, these directors and the Company, are responsible for the issue of RPS in violation of law and regulations and hence co-extensively responsible along with the Company for making refunds along with interest. 9.9 The fact that Ms. Puspa Sethi resigned on October 04, 2012, does not take away her liability for the violations committed during the time of her tenure. The liability of the company to repay under section 73(2) of the Companies Act, 1956 is continuing and such liability continues till all the repayments are made. Reference may be made to the judgment rendered in Hon’ble High court Delhi in Anita Chadha vs Registrar Of Companies {74 (1998) DLT 537}. The ratio of this judgment would show that the directors who have resigned still can be proceeded against for the violations committed by them during their tenure. Therefore, the resignation of Ms. Puspa Sethi does not affect her liability as persons responsible for the issuance of RPS.

Regarding the direction in the interim order to the effect that KCL and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information as sought by SEBI, vide letters dated letters dated May 28, 2013, February 21, 2014 and March 24, 2014. I find that the relevant information has not so far been given by the addressees of the letters. SEBI may take appropriate actions as per law for this non-compliance. 10.1 In view of the foregoing, the natural consequence of not adhering to the norms governing the issue of securities to the public and making repayments as directed under section 73(2) of the Companies Act, 1956, is to direct the KCL and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi to refund the monies collected, with interest to such investors. It would be appropriate to levy an interest @ 15% p.a. as provided for under the above section read with rule 4D (which prescribes that the rates of interest, for the purposes of sub-sections (2) and (2A) of section 73, shall be 15 per cent per annum) of the Companies (Central Government’s) General Rules and Forms, 1956. In view of the violations committed by the Company and its directors, to safeguard the interest of the investors who had subscribed to such preference shares issued by the Company and to further ensure orderly development of securities market, it also becomes necessary for SEBI to issue appropriate directions against the Company and the other noticees.

11.1 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(1), 11(4), 11A and 11B thereof hereby issue the following directions: a) The Company, namely, Krutibibha Corporation Limited and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, shall forthwith refund the money collected by the Company through the issuance of RPS, including the money collected from investors, till date, pending allotment, 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 and interest payments to investors shall be effected only through Bank Demand Draft or Pay Order. c) Krutibibha Corporation Limited and its present management is permitted to sell the assets of the Company only for the sole purpose of making the repayments including interest, as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. d) The Company, namely, Krutibibha Corporation Limited and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, shall issue public notice, in all editions of two National Dailies (one

English and one Hindi) and in one local daily (in Oriya) with wide circulation, detailing the modalities for refund, including details of contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect. e) After completing the aforesaid repayments, Krutibibha Corporation Limited and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, 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) If the Company, Krutibibha Corporation Limited had repaid any investors as claimed by it, the Company may include such repayment in the report to be submitted under para 11.1 (e), provided the Company had met with the criteria laid down under para 11.1(b) and provided further that the Company pays 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. g) Krutibibha Corporation Limited and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, are directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form. h) In case of failure of Krutibibha Corporation Limited and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, to comply with the aforesaid directions, SEBI, on the expiry of the three months period from the date of this order,- i. shall recover such amounts in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/directors and the persons/officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company. i) Krutibibha Corporation Limited and its Directors, Shri Tapan Kumar Sethi, Shri Ranjit Kumar Sethi, Shri Dayanidhy Behera and Ms. Puspa Sethi, are directed not to, directly or indirectly, access the securities market, by issuing prospectus, offer document or advertisement soliciting money from the public and are further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order, till the expiry of 4 years from the date of completion of refunds to investors as directed above.

The above said directors are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, or any intermediary registered with SEBI from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors. j) The above directions shall come into force with immediate effect. 12.1 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.

12.2 Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action. 12.3 A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/concerned Registrar of Companies, for their information and necessary action with respect to the directions/restraint imposed above against the Company and the individuals.

PRASHANT SARAN Date : December 31st, 2015 WHOLE TIME MEMBER Place: Mumbai SECURITIES AND EXCHANGE BOARD OF INDIA