Order in the matter of M/s Adel landmarks Ltd[SAT Appeal No.520/2015]

WTM/PS/61/IMD-CIS/NRO/OCT/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 read with regulation 65 of the Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999 In respect of – S. No. Name of the noticee CIN/PAN/DIN 1. Adel Landmarks Limited (earlier known CIN: U45203DL2005PLC134375 as Era Landmarks Limited) PAN - AABCE4642C 2. Mr. Sumit Bharana DIN:01401758 PAN-AGYPB3210A 3. Mr. Arvind Kumar Birla DIN: 00037602 PAN- ACTPB5365J 4. Ms. ManishaBharana DIN: 03342342 PAN- BCGPB5514B 5. Mr. Rakesh Kumar Gupta DIN: 06820178 PAN- AAAPG4298A 6. Ms. RashmiBharana, PAN - AHCPB9343C 7. Mr. Sanjay Chawla, PAN - AAGPC0832Q 8. Mr. Hem Singh Bharana, PAN - AAMPB6082D 9. Mr. Ishwar Singh Gulia PAN - AEPPG8801A 10. Mr. P. P. Mainra PAN - AFTPM7392D 11. Mr. Krishna Kant PAN - AAAPK3678A 12. Mr. Amarjit Gupta PAN - AADPG2980N 13. Mr. Anil Kumar Mehta PAN - AAAPM6743L 14. Mr. J. L. Khushu PAN - AAAPK3732B 15. Mr. Bijander Singh PAN - ADAPC6546J 16. Mr. A. K. Seth PAN - AARPS6434K 17. Mr. B. K. Vinayak PAN - ACCPV7041A 18. Mr. N. V. Singh PAN - ASZPS2892R

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) vide an interim ex-parte Order dated June 05, 2014 (hereinafter referred to as “the interim order”), prima facie observed that the features of “purchase and development of future land” offered by the company, Adel Landmarks Limited (hereinafter referred to as the “Company” or “ALL”) is a Scheme within the ambit of ‘Collective Investment Scheme (CIS)’ as defined under section 11AA of the SEBI Act, 1992.As the Company was allegedly carrying on CIS activities without obtaining registration from SEBI, the Company was alleged to have contravened the provisions of section 12 (1B) of the SEBI Act and regulation 3 of the SEBI (Collective Investment Schemes) Regulations, 1999 (hereinafter referred to as “the CIS Regulations”).

2. The interim order had noted that Mr. Sumit Bharana (DIN:01401758), Mr. Arvind Kumar Birla (DIN: 00037602), Ms. ManishaBharana(DIN: 03342342)and Mr. Rakesh Kumar Gupta (DIN: 06820178) were the present directors in-charge of the affairs of the Company. The interim order also mentioned that Ms. RashmiBharana, Mr. Sanjay Chawla, Mr. Hem Singh Bharana, Mr. Ishwar Singh Gulia, Mr. P.P.Mainra, Mr. Krishna Kant, Mr. Amarjit Gupta, Mr. Anil Kumar Mehta, Mr. J.L.Khushu, Mr. Bijander Singh, Mr. A.K.Seth, Mr. B.K.Vinayak, Mr. N.V.Singh were the former directors of the Company. While observing prima facie that the above said 13 former directors were also involved in the alleged fund mobilizing activity of the Company when they were directors, the interim order was issued for preventing the Company, its directors and former directors from further carrying on with its fund mobilizing activity by launching CIS without obtaining registration from SEBI in accordance with law. Accordingly, the following directions were issued:

“14. In view of the above, I, in exercise of the powers conferred upon me under sections 11(1), 11B and 11(4) of the SEBI Act, 1992 read with Regulation 65 of CIS Regulations, hereby direct Adel Landmarks Ltd. and its Directors: • not to collect any fresh money from investors under its existing scheme; • not to launch any new schemes or plans; • to immediately submit the full inventory of the assets owned by ALL; • not to dispose of any of the properties or alienate the assets of the existing scheme; • not to divert any funds raised from public at large, kept in bank account(s) and/or in the custody of the company;

• to furnish all the information/details sought by SEBI within 15 days from the date of receipt of this order, including, i. Details of amount mobilized and refunded till date, ii. Scheme wise list of investors and their contact numbers and addresses, and iii. PAN of the aforementioned Directors.”

3. The interim order afforded opportunity to the Company and its directors including former directors to file their replies and also indicate whether they wished to avail personal hearing. For the sake of convenience, the Company and 17 persons (directors and former directors as per interim order) are collectively referred to as the “noticees”.

4. ALL, vide its letter dated June 27, 2014 submitted its reply (which was the reply for its directors on Board also) to the interim order and also submitted information regarding investors and amount mobilized under its “Plot Scheme”, Lands owned by its group/associate companies, list of projects for which licenses were applied to the Department of Town and Country Planning (DTCP), Haryana, inventory (i.e. name of project, location and saleable area in such projects) of projects and details regarding tenure of its directors from incorporation till June 23, 2014. The submissions inter alia of the Company were:

(a) The Company admitted that it had received Rs.51.03 crore from investors under ‘Expression of interest’ for its plots in Cosmocity at Sector-103, Gurgaon. The amount was received with a clear understanding that the same would be refunded, if project was not launched for any reason. (b) The other two projects i.e. Era Green World at Sector-8, Palwal and Redwood Residency at Sector-78 at Faridabad were approved residential projects and license obtained from the DTCP for development as residential/commercial complex. (c) The Company operates on development and collaboration arrangement/s with land owners/entities which generally are subsidiaries/group companies. (d) The bookings were launched in October 2011 and the Company received an amount of Rs.51.03 crore from various customers. It entered into an agreement to provide residential plots/units to the proposed customers.

(e) The Company through its subsidiaries/group companies holds substantial land parcels before the launch of project and its constituents/group/associate companies had already the land registered in their favour and the land was to be developed as residential plots/units. The details of land owned by various companies were attached with the reply. It was therefore wrong to suggest that the land was acquired through the amount collected from investors. (f) The land owning entities have applied to the DTCP for license, which involves change of land use and development of units/plots. (g) Theregistration amount was accepted for purchase of residential plots/units in the upcomingprojects for which license was already obtained or the license was under process. There was no scheme, where money was accepted without land being unavailable with the Company. (h) As the Company was not certain about the timeline for grant of license by the Govt. authorities, it accepted conditional allotments. (i) The Company contended that it is incorrect to conclude that monies were collected and pooled for the purpose of purchasing land as in the instant case, the Company owned the land parcels and licenses and applied for requisite fees for technical diligence.

As there was an apprehension that in case the Company is not able to get the license, the amounts had to be refunded with compensation to protect the financial interest of the customers. According to the Company, the reasoning made with regard to satisfaction of section 11AA(2)(ii) of the SEBI Act was also not made out. (j) Regarding section 11AA(2)(iii) and (iv) of the SEBI Act made prima facie applicable to the Company, it submitted that o Company is in real estate and owns land parcels. The same are acquired by its group companies/subsidiaries from their own financial resources o Licenses are applied for to the DTCP and the required scrutiny fee, license fee and conversion charges are deposited by the Company o It manages its own real estate business and does not manage the same on behalf of the investors o A customer protection clause was provided in the agreement for refund in case the Company was not able to secure the license and develop the project. (k) The Company contended that the collections made from licensed projects/projects under licensing procedure should not be construed as a scheme covered under the CIS Regulations.

(l) The Company undertook and confirmed as follows: (i) It shall not collect any fresh money from investors under the existing scheme for residential plots in sector-103. (ii) It shall not launch any new schemes or plans, where it does not have development licenses. (iii) It shall not dispose off any of the properties or alienate the assets of the existing plotted scheme in sector-103. (iv) It shall not divert any funds raised from public at large, kept in bank accounts and/or in its custody pertaining to sector-103, Gurgaon.

5. Pursuant to the said reply, SEBI felt it necessary to call for further information/ clarification on the details already filed and vide email dated July 09, 2014 sought interalia the following information: • Details of the land being held by subsidiary/group companies of ALL • Details of the amount received from investors and refund along with supporting documents to substantiate the submissions made by ALL that it has made refunds to the investors. • Documentary proofs indicating that the license has been applied to the appropriate authorities by the land owning group companies of ALL

6. ALL vide its letter dated July 14, 2014, July 20, 2014 and August 08, 2014 interalia submitted following information/documents: • ALL has applied for license on a land of approx. 108 acres held by UBA Realtech Pvt. Ltd. in consortium with eight other group companies. All these companies are either subsidiary of ALL or controlled by other promoter companies. It also provided shareholding pattern of its group companies, • List of land owned by group/associate companies of ALL upto August, 2011 along with copies of the first two pages of sale deed, • Copies of development agreement with its subsidiaries/group companies for its three projects namely Cosmocity1 at sector 103, Gurgaon, Sky Ville at sector 68 Gurgaon and Cosmocity3 at sector 103, Gurgaon, • Memorandum of understanding between ALL and its group companies,

• Details of amount mobilized from the customers and refunded, and • Copy of application to DTCP, Haryana by UBA Realtech Pvt. Ltd. for grant of license for plotted colony on land measuring 108 acres in Sector 103.

7. After analysis of the information submitted by ALL, certain clarification/supporting documents including copies of the sale deeds with regard to the land holdings of its group/associate companies and documentary evidence including refunds made by ALL to its customers were sought vide SEBI letter dated October 15, 2014. ALL vide its letter received on October 27, 2014 sought 15 days to submit the complete documents and inter alia stated that (i) it did not execute any sale deeds for buyers of plots under the Company’s land scheme (Township scheme) as required licenses were not yet granted and (ii) it was developing two residential properties (as per licence nos. 79 and 94 for 10.437 acres and 10.919 acres issued in the names of Headway Builcon Pvt. Ltd. and Desert Moon Realtors Pvt. Ltd. respectively) in Cosmocity, sector-103, Gurgaon. Thereafter, vide letter dated November 10, 2014, ALL submitted the copy of 65 sale deeds and ledger copies of the customers along with bank statements.

8. An opportunity for personal hearing was granted to ALL and the other noticees on March 31, 2015. However, ALL vide its letter dated March 26, 2015 requested for rescheduling the date of hearing. Accordingly, hearing was scheduled on May 15, 2015. Six noticees namely Mr. Krishna Kant, Mr. B. K. Vinayak, Mr. A.K. Seth, Mr. Sanjay Chawla, Mr. J.L. Khushu and Mr. Amarjit Gupta (who appeared along with his advocate Ms. ShamaSarma) appeared on the said date and made their submissions.These noticees submitted copies of Form-32 to show that they had resigned from the Company. As ALL requested for another opportunity of hearing vide its email dated May 14, 2015, a final opportunity of hearing was granted to ALL on May 22, 2015.

9. The noticees were afforded an opportunity of personal hearing on May 22, 2015 when Mr. R. S. Bhatia, Practising Company Secretary represented them and made oral submissions. Mr. Arun Singh, V.P. and Mr. Vikrant Gupta, DGM of the Company also were present in the personal hearing. The representative requested permission to file written submissions along with supporting documents, which was allowed. The Company was also directed to – (i) File its response on the complaints received from its investors, which had been forwarded by SEBI; and (ii) Submit bank statements, highlighting the entries therein showing payments made to customers.

10. The Company, thereafter vide letter June 12, 2015 filed the Written Submissions, wherein it inter alia submitted as follows: (a) ALL is a real-estate company whose objects are to carry on business as promoters, developers, colonizers, engineers, consultants, contractors for roads, highways, multiplex, shopping malls, housing complex, colonies, building schemes, bridges, dam, canals, industrial complex or any other structural, architectural and mechanical projects of any kind in India and abroad. (b) Company has undertaken and successfully completed various projects. (c) As part of its activity, the Company has acquired various pieces of land in Sector-103, Gurgaon and made an application to the Haryana Government seeking approval for establishing a township. Subsequent to this, Company started pre-booking of flats and plots, which is in no way close to or akin to pooling of funds under a scheme. (d) Though the Haryana Government does not allow to do so, it has a policy to regularize the same on payment of penalty. This default is therefore compoundable. Therefore, once compounding fee is paid, there is no irregularity and all the pre-bookings made by the Company get regular and legal status.

(e) The Company never launched any scheme through which it pooled any funds from investors for buying assets or for earning money out of the pooled funds and sharing profits with the investors. All that the Company did was to pre-book the plots and flats in a township. (f) The Company was in possession of 105.47 acres of land either directly or through its associates before the launch of bookings in Cosmocity. According to the Company, in the Chart attached to the submissions, the area marked in Green colour indicates that it was Licensed Land (10.919 + 10.437 acres); Brown colour indicated that License was applied for such land; Blue colour indicated that the land was purchased with full share and area marked with Blue colourborder indicated that the area purchased was under ‘share’. (g) The Company applied for license for plotted colony on a land measuring 108 acres in sector- 103 through its associate company, UBA Realtech Pvt. Ltd. and other collaborators during January 2011. Land schedule, technical capacities, survey plan and layout plan was also submitted with the license application.

If the Company was running any cumulative investment scheme, it would not have been possible to submit such documents. It clearly indicated that the Company is a real estate company and doing genuine activity of developing real estate projects. (h) Due to certain requirements/policy matters of the Haryana Govt. the Company’s application is still pending. The Company understands that the Govt. is coming out with revised policy/plans and is hopeful of obtaining the necessary approval in the near future. (i) Envisaging that the Company will get the license/permission to build a township, it started taking applications from customers who were interested in purchasing plots in the proposed township. The practice of pre-booking is very common among all those companies/entities which are into the development of real estate throughout India. The pre-booking of plots were not made under any scheme whereby the company intends to pool money, buy assets and then earn profit to share among investors. (j) The booking was made through brokers as is the practice in the industry. The customers were not given a ‘rosy’ picture and ‘dazzling future dream with high returns’ about the project.

(k) The price charged were as per the prevailing market rates at which other developers of the same kind and nature were charging. Prices were different for the same plot depending upon preference of customers such as corner plots, park facing etc. The plots were booked in different sizes, at different rates. (l) The Company intends to come out with a township as per approved master plans of the Govt. The Company enclosed a copy of a plan stated to be the Master Plan showing the position of sector-103. The Company submitted that without getting the layout plan approved after obtaining license, identifying/marking plots is not possible. It depends upon the size of roads, area marked for school, markets, community complexes, medical centres, such other amenities as may be asked for by the concerned authorities at the time of approving master plan. (m) The Company only knows the approximate number of plots for which applications can be accepted and company starts making advance booking of plots/flats. The Company submitted that it made bookings for just 25 acres of land whereas it has 105.5 acres of land in its possession.

Had there been any malafide intention, the Company could have made booking for much more plots. The Company took bookings only for the area for which it applied for license i.e. approx. 15 acres. The Company also stated that it enclosed a chart showing the total purchase area, licenses obtained for, applied for etc. (n) The Company also submitted that all necessary information having bearing on the decision making of the buyers were provided in the agreement. Paragraph 9 of the agreement clearly specifies that plans and drawings are provisional. The change/alteration in the plan may lead to change in the position/location of the plot/unit, change in dimension/area etc. (o) While entering into the agreement, it is clearly mentioned therein that the buyer agreed to purchase and developer has agreed to allot unit/plot. The tentative identity/location with size is mentioned in the agreement. The proposed layout of the plan, the layout of the unit/plot and technical specifications (if any) were given and made part of the agreement. The agreement entered into with the customer is purely in the nature of seller-buyer agreement maintainable under the laws of the land and in particular the law of contracts and law of specific relief.

(p) The Haryana Govt. has come out with a Memo dated June 14, 2012 exercising power conferred under section 9A of the Haryana Development and Regulation of Urban Areas Act, 1975 allowing compounding of various types of violations including violation of pre-booking, by paying charges as specified in the Memo. Once the Company obtains the license, it will pay necessary charges/fees to regularize the bookings made by it. (q) The development of township is a very cumbersome procedure which involves lot of planning and approval. The Company had enclosed a brief of the important activities stated to be involved in the process. The Company also submitted that it has received certain approvals from Haryana Govt. and enclosed copies of some of them. (r) The Company has always stood for the interest of its customers/stakeholders. Inspite of financial crunch, it has honoured the request of various customers who requested for refund. The Company submitted a list claiming to be the refunds made by it. According to the Company, the refunds were not made in instalments or was there any component of fixed return which normally was essential for CIS.

Therefore, there was no element which indicates that either the amount received or refunded were part of CIS. (s) The Company has successfully completed various residential projects and would honour all request for refund of money as per the liquidity position of the Company. (t) The Company requested SEBI to allow it to carry on ‘some bank operation’ and dispose of its assets to settle the demands of the customers.

11. Mr. Krishna Kant, vide letters dated June 28, 2014, March 26, 2015, May 07, 2015 and May 15, 2015 submitted that- (a) He is a retired Govt. servant and had joined Era Landmarks Ltd. as Director-Technical in June, 2006 and was responsible for planning and designing.

(b) He was appointed as a director of the company on May 01, 2007 and ceased to be a director w.e.f April 18, 2008. (c) He was never involved in the activities specified in the SEBI order as the issues pertain to the period much after his tenure as Director.

12. Mr. Amarjit Gupta, vide letters dated June 30, 2014, March 25, 2015 and May 15, 2015submitted that - (a) He was appointed as a director of Era Group of Companies in June, 2006 and had resigned around October-December, 2007. (b) He had resigned from Era Infrastructure (India) Ltd. in October, 2007 and Era landmarks Ltd. in December, 2007. (c) During the period of his directorship, he was an independent director without any executive/management/financial functions and was not involved in fund collection activities of Adel landmarks Ltd. (d) The activities of the ALL appears to be of the period after he ceased to be a director. (e) The agreement referred to in para 6(d) of the interim order was dated December 10, 2011, which was 4 years after his dissociation with the Company.

Form-32 filed with respect to his appointment and cessation as a director. As per these forms, the noticee was appointed on October 01, 2005 and resigned with effect from December 10, 2007.

13. Mr. Rakesh Kumar Gupta, vide letter dated July 14, 2014 submitted that he joined ALL as a director and CEO on February 20, 2014 and was never involved in the activities of the company which are found to be in the nature of CIS as per SEBI order dated June 05, 2014. He requested his name to be dropped from the proceedings as he had no role at any time in the matter.

14. Mr. Sanjay Chawla, vide letter dated June 27, 2014, email dated March 27 and letter dated 2015 submitted that - (a) He was a director of ALL during January 01, 2010 to October 31, 2012. (b) He did not have any control or stake/beneficial interest in the company. (c) The alleged scheme was never put up before the board in his presence and he did not have any involvement in the alleged scheme.

(d) The Company was run by and was under the control of promoters/shareholders. (e) He has enclosed Form 32 indicating his cessation as the director of ALL w.e.f. October 31, 2012. Filed letter of appointment (as President) in the Company in January 2009.

15. Mr. A.K. Seth, vide letters/email dated March 23, 2015, April 28, 2015 and May 15, 2015 submitted that- (a) He was appointed as an Additional director of ALL on September 24, 2005 and ceased to be its director w.e.f July 16, 2006. (b) The irregularities of ALL being examined by SEBI happened after his tenure as director of the company. (c) He has requested that he may be excluded from the proceedings.

16. Mr. J L Khushuvide letter dated May 10, 2015 inter alia stated that he was a director in Era Infrastructure Limited (now Adel landmarks Limited) from March 24, 2005 to October 15, 2005. He had left the Company six years prior to 2011 when the alleged irregularities are said to be committed. He had no direct or indirect role in the company and its transactions for the period under investigation by SEBI.

17. Mr. BalramKrishanVinayak (i.e. Mr. B. K. Vinayak), vide letters dated June 30, 2014, March 26, 2015 and May 14, 2015 submitted that - (a) He was a director in the company previously known as Era Infrastructure India Ltd. (now known as Adel landmarks ltd.) for a short period from September 24, 2005- July 16, 2006 and thereafter had no connection with the Company. (b) The irregularities in the scheme launched by ALL being examined by SEBI happened after his tenure as a director of the company. (c) He being an ex-director of the company had no role in the company or in the activity being examined.

The noticee submitted Form 32 indicating his cessation as a director of the Company w.e.f July 16, 2006 and requested that he may be excluded from the proceedings.

18. I have considered the interim order, the submissions made by the Company and other noticees, the documents submitted by them and other material available on record. The interim order has alleged that the features of the scheme of “Purchase and development of a future land” offered by the Company fell within the ambit of CIS as defined under section 11AA of the SEBI Act. The following observations from the interim order would make it clear as to what is the aforesaid scheme of “Purchase and development of a future land”: In paragraph 6 of the interim order, the following are inter alia noted:

“……….. c) As stated by ALL vide its reply dated July 01, 2013, they invite applications to book plots of land for residential/commercial units under its various schemes viz., " Cosmocity at Gurgaon Sector 103" (hereinafter referred to as "Cosmocity"), " Era Green World at Sector 8, Palwal" (hereinafter referred to as " Greenworld" ) and " Redwood Residency at Sector 78, Faridabad " (hereinafter referred to as "Redwood"). Further, as per Annexure-C to the above mentioned reply ALL had collected ` 51,82,70,000/- from 432 investors for Cosmocity, `80,06,11,000/- from 571 investors for Green World, and `1,19,78,92,000/- from 618 investors for Redwood. d) Investors who were interested in the aforesaid plans are required to execute an agreement with ALL. From the copy of "Agreement" dated December 10, 2011 entered into by one of the Complainant with ALL with respect to Cosmocity, the following aspects are noted: Applications are invited for the purchase of future land for developing residential plot in a future residential colony by ALL and they have agreed to reserve an area/land to be allotted within 12 months with a grace period of 6 months from the effective date (Clause 3).

Further, the applicants are given the option of two payment plans viz., "down payment plan" and "construction/development linked plan". Investors are required to make payment by cheque or demand draft as per the payment plan mentioned in the agreement. It is expressly stated in the agreement that the same shall not be construed as Agreement for sale of developed residential plots. Hence, the agreement is for pre booking and development of future plot to be purchased by ALL after getting necessary approvals/licence from the competent authority. 7. The aforementioned features of so-called "purchase and development of a future land" by ALL appears to be a "scheme". In this context, the issue for determination is whether the mobilization of funds by ALL is a 'collective investment scheme' in accordance with Section 11AA of the SEBI Act, 1992 (hereinafter referred to as “SEBI Act"). “ Therefore, the alleged “Scheme” in the interim order would refer to the arrangement the Company had with its customers for pre-booking and development of future plots to be purchased by the Company across its projects/proposed projects.The interim order has noted from the Company’s reply that the Company had collected Rs.51,82,70,000/- from 432 investors for Cosmocity, Rs.80,06,11,000/- from 571 investors for Green World, and Rs.1,19,78,92,000/- from 618 investors for Redwood.

The Company, in its submissions, appears to have misconstrued that SEBI’s examination of the Scheme is only in respect of its project - Cosmocity, which is not the case. SEBI in its examination has found that the pre-booking of plots by ALL in Gurgaon and collection of funds from its customers for allotment of plots is the “Scheme” which is in general alleged to be a CIS. Therefore, limiting the scope of such arrangement to only one of the Company’s proposed projects cannot be accepted.

19. The interim order had made prima facie observations as to how the scheme of pre-booking of plots satisfied the 4 conditions under section 11AA(2) of the SEBI Act to be denoted as a CIS. The Company in its submissions has contended that it is engaged in the business of real estate and has undertaken and successfully completed various projects. According to the Company, it had received Rs.51.03 crore from investors for its plots in Cosmocity with a clear understanding that the same would be refunded, if the project was not launched for any reason. The Company also stated that as it was not certain about the timeline for grant of license by the Govt. authorities, it had accepted conditional allotments. The Company has further stated that Green World and Redwood were approved residential projects and it has obtained license from DTCP for development of residential/commercial complex. The Company has also contended that it holds land parcels through its group companies and subsidiaries before commencing any project and stated that it has given details of various lands owned by it and therefore wrong to state that the lands were acquired from the amounts collected from investors. The Company has contended that it never launched any scheme for pooling of funds from investors for buying assets or for earning money out of the pooled funds and sharing profits with investors and that the Company only pre-booked the plots/flats in the township.

20. The Company has submitted certain documents along with replies/written submissions. I have perused such documents and note as follows:

(a) The Company has given a list of its projects, which are as follows: (i) Redwood Residency – sector 78 at Faridabad, 10.50 acres of project area, residential and commercial shops (ii) Divine Court – sector 76, Faridabad, 26.619 acres of project, residential and commercial (iii) Divine Court – sector 5, Palwal, 12.11 acres, residential and commercial (iv) Green World, sector 8, Palwal, 72 acres of project, residential plots, villas, row housing and commercial shops (v) Gardenia Estate, Meerut, 55.98 acres, residential plots, villas, row housing and commercial shops (vi) Aspen garden, Meerut, 47.15 acres, residential plots, villas, row housing, commercial space (vii) Era Mall, Meerut, 1.27 acres, Mall and Multiplex (viii) Skyville, sector 68, Gurgaon, 20.68 acres of project, residential and commercial shops (ix) Cosmocourt, sector-86, Gurgaon, 5.119 acres of project, residential and commercial shops (x) CosmocityPhase I, sector-103, Gurgaon, 10.437 acres, residential and commercial shops (xi) Cosmocity Phase III, sector 103, Gurgaon, 10.909 acres, residential and commercial shops (xii) Laurel Garden Phase I, Sirsa, 25.45 acres, residential plots, villas, row housing (xiii) Laurel Garden Phase II, Sirsa, 29.94 acres, residential plots, villas, row housing (xiv) City Centra, Sirsa, 1 acre, Mall and multiplex (xv) Galleria, Sirsa, 1 acre, Commercial shops (xvi) Aster Court, Jaipur, 5 acres, Group housing

According to the Company, the projects are at various stages of development/construction.

(b) According to the Company, it has a total of 105.47 acres in sector-103, Gurgaon and has obtained license in respect of 21.36 acres and has applied for license in respect of 15.07 acres. It has a balance land of 69.05 acre.

(c) As per the list submitted by the Company, under its ‘pre-booking of plots’ scheme, it has 108 customers to whom it has repaid Rs.50,52,28,939/- (along with compensation) and is yet to repay Rs.14,86,24,193/-.

(d) The Company has also provided copies of agreements it enters into with its customers. From such documents it is observed that the buyer who intends to buy the plot from ALL is required to make an 'application for registration' as per the prescribed format and pay certain amount being part/ full consideration of the land/unit applied by them. The 'application for registration’ mentions that the customer is applying for purchase of residential unit(s) tentatively measuring 300 sq. yd./350 sq. yd./400 sq. yd./450 sq. yds. in the upcoming project of ALL on Dwarka Expressway, Gurgaon. Upon perusal of the 'application form', it can be seen that the specification/area of the residential plot/unit applied by the customer are tentative. Further, it is also stated in the application form that the customer is applying for allotment of the unit on/near Dwarka Expressway. The 'application for registration’ only specifies the area (in sq. yd.), but no specific plot number or the exact location of the plot is identified at this stage.

(e) Upon perusal of the ‘Agreement’ forwarded by ALL vide letter dated July 15, 2013 executed by ALL with Gen. Uma Kant Dube and RitikaDubey following clauses are observed: " The second party (customer), being desirous of acquiring developed residential plots on Dwarka Expressway, Gurgaon has approached the First Party (ALL) and has expressed its desire to contribute and invest funds for future purchase of land in the name of the First Party, which is being purchased by the First party for residential colony to be developed by it as per the licenses/sanctions/approvals of the competent authority. The second party (customer) has also requested the First Party (ALL) that in lieu of the aforesaid contributions by the Second Party for the purchase/acquisition of future land for developing residential plots, in a future residential colony, developed plots in the said residential colony may be reserved for allotment on priority to the second party. The second party has agreed to provide funds as per details and payment plan to the First party for the purchase/acquisition of future land for developing residential plots in a future residential colony by the first party in its name or in the name of its associates/nominees etc. Basic amount to be paid by second party: 93,00,0000 The First Party, in lieu of the aforesaid contributions and investment by the Second Party towards the purchase/acquisition of future land for developing residential plots in a future residential colony by the first party on/near Dwarka Expressway, Gurgaon has agreed to reserve an area of approximately 300 sq. yd.

to be allotted within 12 months with a grace period of 6 months from the effective date for allotment on priority basis in favour of second party. In case the first party fails to obtain the license and consequential right for the sale or allotment of the land, within a period of 18 months or is unable to make allotments of land in terms of this agreement due to any reason whatsoever, then the second party shall be entitled to get Rs. 17,57,700 as compensation along with refund of existing contribution paid by the second party. That it has been agreed by the Second Party that the land can be allotted anywhere on/near Dwarka Expressway, Gurgaon in the integrated residential colony being developed by the First Party, and such decision of allotment shall be at the sole discretion of the First party.

Similar clauses are also present in the other agreements submitted by the Company in respect of its customer – Sandeep Dhingra, Sharad Malik &Aaru Gupta, Rajiv Laroia.

From a reading of the above clauses of the agreement it is noted that the money contributed by the customers is to be used by ALL for purchase/acquisition of land in its name or in the name of its associates. The land so acquired would be used by ALL for development of a residential colony in which the developed plots on/near Dwarka Expressway will be allotted to the customers within a period of 12 months with a grace period of 6 months. The above clause is contrary to the submission by the Company that it already has land in its possession through its group/associate companies. Further, the agreement or the application for registration do not indicate the exact location where the plot would be allocated to the customer and clearly says that the land would be allotted anywhere on/near Dwarka Expressway, Gurgaon in the integrated residential colony being developed by the Companyand such decision of allotment shall be at the sole discretion of ALL. Thus, the customer are not given any option by ALL to indicate the plot no. or location of their preference. Therefore, the argument of ALL does not appear to be valid.In none of the documents submitted by ALL, there was an option given to the customer to indicate the preference of the location or the plot opted by the customer.

(f) Further, ALL had submitted that the price charged for the plots was as per the prevailing market rates and it varied depending on the location of the plot preferred by the customer.

(g) In a regular real estate transaction, whenever, a plot/ land/ flat is sold, the developer clearly demarcates the plot/ land/ flat and location of the plot/unit to be allotted to its customers. However, for plots against which money was accepted by ALL from the customers neither the location nor the plots are identified. Further, the agreement states that the customer can be allotted plot/land anywhere on/near the Dwarka Expressway and such decision of allotment shall be at the sole discretion of ALL. From the same, it can be said that the plots/units are not identifiable.

(h) It is noted from the agreement executed by ALL with Gen. Uma Kant Dube and RitikaDubey that in case ALL fails to obtain the license and consequential right for the sale or allotment of the land within a period of 18 months or is unable to make allotments of land/plot to the customer due to any reason then it would refund the contribution made by the customer for the plot along with Rs. 17,57,700. Similarly, as per the agreement executed by ALL with Mr. Sandeep Dhingra, the company had promised to pay Rs. 14,79,240 on his investment of Rs. 85,36,000 in case it fails to allot the land/plot within 18 months along with the amount paid by him.From the submissions made by ALL and the documents, it appears that it has not allotted plot to any customer.

(i) During the hearing held on May 22, 2015 it submitted that it has made refund of approximatelyRs. 50.52 cr. by way of repayment to the customers including the return promised along with the amount paid by the customers or allocating unit in another project of ALL. However, the same could not be verified due to following reasons: • ALL failed to submit bank statement in support of certain payments. For e.g: As per the statement of Account of Mr. Rajat Yadav, Rs.5,00,000 have been transferred through RTGS to Sushil Yadav (Co-applicant of Rajat Yadav) on June 28, 2014. ALL has not submitted any bank statement to substantiate the payment. • The details of payment as per the ‘Statement of Account’ and the name of the beneficiary as per the bank statement do not match in certain case. For instance: As per the statement of account of Mr. Krishna Verma, Rs.2,55,500 were paid to him vide cheque no. 169237 dated April 12, 2014. However, as per the bank statement provided by ALL, the payment vide the aforementioned cheque is made to Mr. Krishan Kumar Malhotra. • Payments have also been made by ALL in favour of the co-applicants. However, the details of co-applicants were not provided by ALL along with the investors details.

21. In the light of the above observations, it is to be tested whether the alleged Scheme by the Company of ‘pre-booking of plots’ qualify as a CIS in terms of section 11AA(2) of the SEBI Act. The first condition, under Section 11AA(2), is that the contributions or payments made by the investors, by whatever name called, are pooled and utilised for the purposes of the scheme/ arrangement. The customers of ALL are required to execute an application registration form and an agreement. It is noted that none of these initial documents mention the exact plot no. or the location where the plot would be allotted by ALL. These documents only mentions the area (in sq. yd.). In view of the same, it can be concluded that ALL does not identify the plot at the time of accepting the money from the customers for the plots. Further, the agreement executed by ALL with the customer states that the money contributed by the customers is to be used by ALL for purchase/acquisition of land in its name or in the name of its associates. The land so acquired would be used by ALL for development of a residential colony in which the developed plots on/near Dwarka Expressway will be allotted to the customers within a period of 12 months with a grace period of 6 months. The Company has produced a G.O. of the Haryana Govt. to state that by payment of a penalty it could regularize the alleged pre-booking of plots. However, in the light of the fact that the agreement contemplates a ‘compensation’ which is also shown in the list claimed to show the repayments made by the Company, it is observed that the contributions or payments made by the investors in the Scheme of the Company has been pooled and utilized for the purposes of the scheme/ arrangement. Therefore, the first condition stipulated under section 11AA(2)(i) of the SEBI Act is satisfied.

22. The second condition, under section 11AA(2), is that the contributions or payments are made to such scheme or arrangement by the investors with a view to receive profits, income, produce or property, whether movable or immovable, from such scheme. Investors have the option to get a plot of land which will be purchased and developed by the ALL by pooling the amounts collected from the investors. It is noted from Clause 13 of the agreement dated December 18, 2011 (entered into by one Mr. Sandeep Dhingra who had invested Rs.85,36,000/- )that in case ALL fails to allot the plot to him within 18 months the customer shall be eligible to receive Rs.14,79, 240.00/- along with the refund of existing investment. Further, the Company has also stated that it in case it was not able to get license for the proposed project, it had to refund the amounts received along with compensation.

I also note from the list claimed to be the details of repayment made by the Company to its investors that for a customer Arun Singh Khokhar, it is stated that Rs.40,17,000/- is the ‘Recd Amount’. Along with the compensation amount of Rs.12,65,355/-, the Company claims to have paid Rs.51,55,819/- (after deducting TDS of Rs.1,26,536/-). Similar is the case for all 108 customers mentioned in the said list.

Therefore, the Company has solicited investments with a promise of refund of investment amount along with return in the nature of compensation. Hence, the second condition, which stipulates that the contributions or payments are made to such scheme or arrangement by the investors with a view to receive profits, income, produce or property as stipulated in Section 11AA (2) (ii) of the SEBI Act is also satisfied.

23. The third and fourth conditions under Section 11AA(2), are that the property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors and that investors do not have day to day control over the management and operation of the scheme or arrangement. As noted in the preceding paragraphs. ALL agrees to allot a future plot to the investor upon execution of the “Agreement”. However, at the time of execution of agreement, the land or its location is not identified. It is further noted that the said execution of the agreement shall not be construed as an agreement to sell. From this, it is clear that the investor is making contribution or investment in an unidentified land/unit. The allotment of such plot/land to the investor is at ALL's discretion. Till the time, the plot of land is actually transferred in the name of investor, by executing a sale deed, the land to be purchased and developed will remain in the control of ALL on behalf of such investor(s). As has been observed in the preceding paragraph, ALL, collect monies from investors for the scheme of "Purchase and development of plot” without identifying the land/plot, indicating return in the form of compensation. Further, the investors do not have any say in choosing a particular property or in the further development of the property. This indicates that the investors do not, at any stage, manage the property, contribution or investment forming part of the 'Scheme' and the contribution or investment is managed and utilized by ALL on behalf of the investor. In view of the above, the third and fourth conditions stipulated in Section 11AA(2)(iii) and (iv) of the SEBI Act are satisfied.

24. In view of the above, the Scheme of the Company for pre-booking of plots is in the nature of a Collective Investment Scheme as all the four conditions specified under section 11AA (2) of the SEBI Act are satisfied. Therefore, I find that the Company is engaged in the fund mobilising activity from the public by floating/ sponsoring/ launching 'collective investment schemes' as defined in section 11AA of the SEBI Act.

25. Section 12(1B) of the SEBI Act mandates that no person, shall sponsor or cause to be sponsored or carry on or caused to be carried on any CIS unless it obtains a certificate of registration from SEBI in accordance with the CIS Regulations. ALL has failed to do so. Regulation 3 of the CIS Regulations provides that no person other than a Collective Investment Management Company which has obtained a certificate under the said regulations shall carry on or sponsor or launch a 'collective investment scheme'. A person can launch or sponsor or cause to sponsor a collective investment scheme only if it is registered with SEBI as a Collective Investment Management Company. Therefore, the launching/ floating/ sponsoring/ causing to sponsor any 'collective investment scheme' by any 'person' without obtaining the certificate of registration in terms of the provisions of the CIS Regulations is in contravention of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS Regulations. ALL has launched a CIS without obtaining certificate of registration from SEBI, thereby it has contravened the provisions of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS Regulations.

26. I also note that in terms of regulation 4(2)(t) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and includes illegal mobilization of funds by sponsoring or causing to be sponsored or carrying on or causing to be carried on any collective investment scheme by any person. This provision in the above Regulations has been brought into effect from September 06, 2013. Accordingly, it could be held that by mobilizing public funds through CIS without obtaining registration from SEBI as required under section 12(1B) of the SEBI Act read with regulation 3 of the CIS Regulations, after the provision coming into force, the Company has contravened the above provision and liable for action.

27. As regards the liability of the directors, as per the information available on record, it is noted that- a) Mr. Hem Singh Bharanawas a director in the Company from 24.03.2005- 05.01.2011, b) Mr. Ishwar Singh Guliawas a director in the Company from 09.07.2008 – 05.01.2011, c) Mr. P.P Mainrawas a director in the Company from 01.12.2006- 30.04.2007 and was re-appointed from 18.04.2008 to 12.11. 2009, d) Mr. Krishna Kant was a director in the Company from 01.05.2007-18.04.2008, e) Mr. Amarjit Gupta was a director in the Company from 01.10.2005-10.12.2007, f) Mr. Anil Kumar Mehta was a director in the Company from 24.03.2005-15.10.2005 and was reappointed as director from 01.02.2007-05.01.2011, g) Mr. J.L. Khushuwas a director in the Company from 24.03.2005- 15.10.2005, h) Mr. Bijander Singh was a director in the Company from 01.07.2005- 01.02. 2007, i) Mr. A.K. Seth was a director in the Company from 24.09.2005-16.07.2006, j) Mr. B.K. Vinayak was a director in the Company from 24.09.2005-16.07.2006 and k) Mr. N.V. Singh was a director in the Company from 01.10.2005-01.02.2007.

The above persons are observed to have resigned from the Company prior to October 2011 (as per Company’s letter dated June 27, 2014, it had commenced the bookings from October 2011). Accordingly, it would not be appropriate to hold them liable for violations committed by the Company in operating CIS during the period when they were no more the directors of the Company.

28. As regards the liability of other noticees, as per the list of signatories available on MCA website Mr. Rakesh Kumar Gupta(appointed as a director on February 20, 2014),Mr. Sumit Bharana(appointed as a director on October 31, 2012) and Mr. Arvind Kumar Birla(appointed as a director on January 01, 2010) are the present directors of ALL. Ms. RashmiBharana(who was appointed on January 05, 2011) and Mr. Sanjay Chawla(who was appointed as a director on January 01, 2010) had resigned on May 01, 2013 and October 31, 2012 respectively, thereby indicating that they were the directors of ALL at the time it was mobilizing money under the Scheme. It is also noted thatMs. ManishaBharana was director of the Company during the period May 01, 2013 to July 25, 2014. Therefore, these directors are liable for theviolations, which are continuing in nature, committed by the Company in operating a Scheme of pre-booking of plots as discussed which is a CIS in terms of section 11AA of the SEBI Act, without obtaining registration from SEBI under section 12(1B) of the SEBI Act and regulation 3 of the CIS Regulations.

29. In view of the foregoing observations and findings, 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), 11B and 11(4) thereof and Regulation 65 of the SEBI (Collective Investment Schemes) Regulations, 1999, hereby issue the following directions:

1. Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharanaand Mr.Arvind Kumar Birlaand former directors Ms. RashmiBharana, Mr. Sanjay Chawla and Ms. ManishaBharana shall abstain from collecting any money from the investors or launch or carry out any Collective Investment Schemes including the scheme which have been identified as a Collective Investment Scheme in this Order.

2. Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharana and Mr. Arvind Kumar Birlashall wind up the existing Collective Investment Schemes and refund the moneycollected by the said company under the schemes with returns which are due to its investors as per the terms of offer within a period of three months from the date of this Order and thereafter within a period of fifteen days, submit a winding up and repayment report to SEBI in accordance with the SEBI (Collective Investment Schemes) Regulations, 1999, including the trail of funds claimed to be refunded, bank account statements indicatingrefund to the investors and receipt from the investors acknowledging such refunds.

3. Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharanaand Mr. Arvind Kumar Birlashall not alienate or dispose off or sell any of the assets of the Company except for the purpose of making refunds to its investors as directed above.

4. Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharanaand Mr. Arvind Kumar Birlaand former directors Ms. RashmiBharana, Mr. Sanjay Chawla and Ms. ManishaBharanaare also directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form.

5. Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharanaand Mr. Arvind Kumar Birlaand former directors Ms. RashmiBharana,

Mr. Sanjay Chawla and Ms. ManishaBharanaare restrained from accessing the securities market and are prohibited from buying, selling or otherwise dealing in securities market for a period of 4 years.

6. In the event of failure by Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharana and Mr. Arvind Kumar Birlaand former directors Ms. RashmiBharana, Mr. Sanjay Chawla and Ms. ManishaBharanato comply with the above directions, the following actions shall follow:

(i) Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharana and Mr. Arvind Kumar Birlaand former directors Ms. RashmiBharana, Mr. Sanjay Chawla and Ms. Manish Bharanashall remain restrained from accessing the securities market and would further be prohibited from buying, selling or otherwise dealing in securities, even after the period of 4 years of restraint imposed in sub-paragraph 5 above, till all the Collective Investment Schemes of Adel Landmarks Limited are wound up and all the monies mobilized through such schemes are refunded to its investors with returns which are due to them.

(ii) SEBI would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company,Adel Landmarks Limted, 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 (iii) SEBI would make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the company, Adel Landmarks Limited.

(iv) SEBI shall initiate attachment and recovery proceedings under the SEBI Act and rules and regulations framed thereunder.

30. This order shall come into force with immediate effect.

31. This Order shall be without prejudice to the right of SEBI to initiate prosecution proceedings under Section 24 and adjudication proceedings under Chapter VIA of the Securities and Exchange Board of India Act, 1992 against Adel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharana and Mr. Arvind Kumar Birla and former directors Ms. RashmiBharana, Mr. Sanjay Chawla and Ms. Manish Bharana, including other persons who are in default, for the violations as found in this Order.

32. With respect to the contravention of regulation 4(2)(t) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, SEBI may examine whether to initiate appropriate proceedings under Sections 11(4) and 11B of the SEBI Act read with regulation 65(e) of the CIS Regulations and Chapter VI A of the SEBI Act againstAdel Landmarks Limited and its directors namely Mr. Rakesh Kumar Gupta, Mr. Sumit Bharana and Mr. Arvind Kumar Birla and former directors Ms. RashmiBharana, Mr. Sanjay Chawla and Ms. Manish Bharana.

33. For the reasons stated in this Order, the proceedings initiated vide the interim order dated June 05, 2014 against Mr. Hem Singh Bharana, Mr. Ishwar Singh Gulia, Mr. P.P.Mainra, Mr. Krishna Kant, Mr. Amarjit Gupta, Mr. Anil Kumar Mehta, Mr. J.L.Khushu, Mr. Bijander Singh, Mr. A.K.Seth, Mr. B.K.Vinayak and Mr. N.V.Singh are disposed of.

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

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: October 07, 2015 Place: Mumbai