Order in the matter of M/s Bishal Agri-Bio Industries Limited (BABIL)

WTM/PS/37/IMD/ERO-RLO/MAY/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 respect of – 1. Bishal Agri-Bio Industries Limited and its directors (present and past) namely, 2. Mr. Madhab Chandra Purkait (PAN: AKZPP8185C; DIN: 07004248), 3. Mr. Gautam Kumar Halder (PAN: ADPPH2520Q; DIN: 07004250), 4. Mr. Mohd Kalimullah Baidya (PAN: ASPPB9723J; DIN: 07004251), 5. Mr. Ram Kumar Sinha (PAN: APYPS1402F; DIN: 02460975), 6. Mr. Sushant Kumar (PAN: AOVPK3954N; DIN: 06674534), 7. Mr. Sachin Kumar Thakur (PAN: AJUPT3341C; DIN: 06560350), 8. Mr. Sankar Bhattacharjee (PAN AMRPB7694J; DIN: 06584569), 9. Mr. Chandan Shah (PAN: AVNPS3170R; DIN: 02093399), 10. Mr. Ratan Chowdhury (PAN: ADIPC9989M; DIN: 00360241) and 11. Smt. Shima Chowdhury (PAN: ADIPC9990N; DIN: 00360423).

Date of personal hearing: September 03, 2015 Appearance: Mr. Aniruddha Dasgupta, Advocate appeared on behalf of Chandan Shah. Mr. Kamal Das, Advocate appeared for Mohd. Kallimullah Baidya.

For SEBI: Mr. Prasanta Mahapatra, General Manager, Mr. N. Murugan, Assistant General Manager, Mr. T. Vinay Rajneesh, Assistant General Manager, Mr. Mohammad Shahid, Assistant Manager and Ms. Nikki Agarwal, Assistant Manager.

Date of personal hearing: November 23, 2015 (a) Mr. Kamal Das, Advocate appeared on behalf of Madhab Chandra Purkait, Gautam Kumar Halder and Mohd. Kalimullah Baidya. (b) Mr. Umesh Kumar Choubey, Advocate appeared on behalf of Ram Kumar Sinha.

For SEBI: Mr. Prasanta Mahapatra, General Manager, Mr. T. Vinay Rajneesh, Assistant General Manager, Mr. Rajeev Kumar, Assistant General Manager and Ms. Nikki Agarwal, Assistant Manager.

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”), vide an ex-parte interim Order dated May 06, 2015 (hereinafter referred to as "the interim order") had observed that the company, Bishal Agri-Bio Industries Limited (hereinafter referred to as "BABIL" or "the Company") was prima facie engaged in fund mobilizing activity from the public through its offer and issue of Redeemable Preference Shares (hereinafter referred to as "RPSs") and allegedly violated the provisions of sections 56, 60 read with section 2(36) and 73 of the Companies Act, 1956 read with the Companies Act, 2013. In order to protect the investors who have subscribed to the impugned offer and issue of RPS and to ensure that the Company and its directors are restrained from carrying on with their fund mobilizing activity, SEBI had issued the following directions:

i. “BABIL shall not mobilize funds from investors through the Offer of Redeemable Preference Shares or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. BABIL and its present Directors, viz. Shri Madhab Chandra Purkait (PAN: AKZPP8185C; DIN: 07004248), Shri Gautam Kumar Halder (PAN: ADPPH2520Q; DIN: 07004250) and Shri Mohd Kalimullah Baidya (PAN: ASPPB9723J; DIN: 07004251), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders;

iii. The past Directors of BABIL, viz. Shri Ram Kumar Sinha (PAN: APYPS1402F; DIN: 02460975), Shri Sushant Kumar (PAN: AOVPK3954N; DIN: 06674534), Shri Sachin Kumar Thakur (PAN: AJUPT3341C; DIN: 06560350), Shri Sankar Bhattacharjee (PAN AMRPB7694J; DIN: 06584569), Shri Chandan Shah (PAN: AVNPS3170R; DIN: 02093399), Shri Ratan Chowdhury (PAN: ADIPC9989M; DIN: 00360241) and Smt. Shima Chowdhury (PAN: ADIPC9990N; DIN: 00360423), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iv. BABIL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; v. BABIL shall provide a full inventory of all its assets and properties; vi. BABIL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. BABIL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares, without prior permission from SEBI; viii. BABIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of BABIL; ix. BABIL and its abovementioned past and present Directors shall furnish complete and relevant information (as sought by SEBI letter dated October 9, 2014), within 14 days from the date of receipt of this Order”.

2. The interim orders were passed on the basis of the information available from the complaint and MCA-21 portal. The interim order advised the Company and its past and present directors, namely, Mr. Madhab Chandra Purkait, Mr. Gautam Kumar Halder, Mr. Mohd Kalimullah Baidya, Mr. Ram Kumar Sinha, Mr. Sushant Kumar, Mr. Sachin Kumar Thakur, Mr. Sankar Bhattacharjee, Mr. Chandan Shah, Mr. Ratan Chowdhury and Smt. Shima Chowdhury(the company and aforesaid directors are collectively referred to as “noticees”) to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act, 1992 including the following, should not be passed against them:

i. Directing them jointly and severally to refund money collected through the offer of RPS along with interest, if any, promised to investors therein; ii. Directing them to not issue 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, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.

The interim orders had also advised the noticees to file their replies and also seek opportunity of personal hearing, if they desire.

3. The interim order was forwarded to the noticees vide SEBI letters dated May 08, 2015. The interim order was delivered on Mohd Kalimullah Baidya, Ram Kumar Sinha, Sankar Bhattacharjee and Chandan Shah. However, interim order sent to BABIL, Madhab Chandra Purkait, Gautam Kumar Halder, Sushant Kumar, Sachin Kumar Thakur, Ratan Chowdhury and Smt. Shima Chowdhury were returned undelivered.

4. In response, Mr. Chandan Shah, vide his letter dated May 28, 2015, while acknowledging the receipt of interim order submitted the following: (a) He was appointed as a director in the Company during June 2013 whereas the impugned offer and issue of RPS were made by the Company in the FY 2011-12, when he was not connected with the said company. (b) The noticee submitted that he joined the Company to look after its business on agreed professional terms with the promoter director Mr. Ratan Chowdhury and had resigned within 6 months of assuming the position. (c) He further submitted that he is not a custodian of any documents of the Company and had not attended any board meeting during the period and was also not involved in the day to day affairs of the Company. (d) He requested SEBI to absolve him from the charges and to set-aside the interim order.

5. Mr. Ram Kumar Sinha, vide his letter (received in SEBI on July 06, 2015), while acknowledging the receipt of the interim order had stated that – (a) He did not receive the earlier letter of SEBI and was therefore not able to reply to the same. (b) As per the interim order, several documents were required by SEBI and that he is not in a position to send the copies as he could not gather them. He further submitted that after his resignation from the Company, he has no relation with them. (c) He was working part-time for the Company. During June 2014, he along with Himadri Bag and Sachin Kumar Thakur came to know that they were made additional directors without prior information or salary. (d) Thereafter, within three months, he had resigned from the Company. (e) He enclosed copy of a purported agreement dated October 27, 2014 between the Bishal group of companies (12 companies), represented by Himadri Bag and Bishal Group Welfare Trust (transferee) represented by Madhab Purkait, Gautam Kumar Halder and Md. Kalimullah Baidya, whereby the share capital, assets and liabilities of the companies would be taken over by the transferee. According to the noticee, the aforesaid document was the only document available with him. (f) The noticee submitted that he remained (as a director) only for a short span of three months and no debenture/share or any kind of paper was issued under his signature. (g) The noticee assured to co-operate with SEBI.

6. The other noticees did not file any reply. In accordance with the principles of natural justice, the noticees were afforded an opportunity of personal hearing on September 03, 2015. The schedule of the personal hearing was informed to the noticees vide SEBI’s letter dated August 10, 2015. As many of the noticees did not file their replies and considering that they may not have received the interim orders, SEBI made a public notice in newspapers (in Times of India and Hindustan both dated August 31, 2015) regarding the proceedings pursuant to the interim order passed in the matter and the schedule of personal hearing.

7. In the personal hearing held on September 03, 2015, Mr. Aniruddha Dasgupta, Advocate appeared on behalf of Chandan Shah and submitted that his client had already submitted his resignation to the Company and that board resolution for the same was present. On his request, liberty was granted to file written submissions. Mr. Kamal Das, Advocate appeared for Mohd. Kallimullah Baidya and sought adjournment on the ground that he did not have all the documents relating to the case. The request was not allowed. However, liberty was granted to the noticee, Mohd. Kalimullah Baidya to file written submissions. The other noticees failed to appear despite public notice regarding the proceedings and the hearing date in newspapers.

8. Thereafter, vide letter dated September 11, 2015, the following documents were submitted on behalf of Chandan Shah:

(a) Resignation letter dated December 10, 2013; (b) Form No. DIR-11 (notice of resignation of a director to the Registrar) – this document mentions that Chandan Shah was appointed on December 31, 2012 as ‘Managing Director’ in ‘Professional’ category and file his resignation with the Company on June 10, 2014. (c) Form DIR-12 (particulars of appointment of directors and key managerial personnel and changes among them) – as per this document, the noticee ceased to be the managing director with effect from June 10, 2014. (d) Resignation letter dated June 10, 2014 of the noticee. (e) Company’s acceptance of the noticee’s resignation intimated vide letter dated June 10, 2014 along with supporting board resolution.

9. Written submissions dated September 21, 2015 were filed by Mohd. Kalimullah Baidya through Advocate Mr. Kamal Das for himself and also on behalf of Madhab Chandra Purkait and Gautam Kumar Halder, wherein the following submissions were made: (a) Tushar Kanti Nandi was authorized by the other noticees to file the present written submissions. (b) No further collection of money from the market or depositors were made after October 10, 2014 by any means including issuance of preference shares/debentures. (c) Only one property in Coochbehar was sold by Madhab Chandra Purkait (managing director) with the consent of other directors and the proceeds were distributed to the investors of the Company.

(d) In the year 2005, Ratan Chowdhury, his wife Shima Chowdhury, his mother Priti Chowdhury along with Prabir Chowdhury, Ashima Chowdhury, Sumanta Modak and Mithun Chakraborty being the promoters incorporated Bishal Horticulture and Animal Projects Limited. (e) Tushar Kanti Nandi, Santosh Kumar Paul and Swapan Kumar Bose with others joined the company as agents in the year 2005. Except Tushar Kanti Nandi, all others had previous relationship with Ratan Chowdhury. (f) Ratan Chowdhury was the CMD of the Company and under his instructions and planning, the Company flourished in business. (g) The present directors Gautam Kumar Halder and Mohd. Kalimullah Baidya were appointed as agents. (h) The agents used to abide by the instructions of the management and did not have any say in the business. (i) The Company started to collect money from the market by issuing preference shares, debentures, ponzi schemes and loans. The Company’s management especially Mr. Ratan Chowdhury represented that the Company was doing legal business and the noticees never though that the collection of money from the market was illegal or unauthorized. (j) The CMD started new businesses and incorporated various new companies namely Bishal Distillers Limited, Bishal Agri-Bio Industries Limited, Bishal Abasan India Limited. All these companies constituted ‘Bishal group of companies’ and purchased a lot of properties. (k) Being allured, the agents started working with full energy and tried their level best to accumulate huge capital to fulfill the dreams of the Company. (l) The Company had website and issued advertisements in popular newspapers, TV channels regarding its products. Ratan Chowdhury received prizes from various authorities. (m) Ratan Chowdhury was all in all of the Company and the same would be clear from the advertisements and brochures. All the companies were incorporated by him and his family members. (n) The maturity process of the Company including payments were going on very smoothly till the ‘Sarada scam’ and the arrest of the directors of Sarada in April 2013. From September 2013, the Company stopped the payments.

(o) The agents met Ratan Chowdhury who assured that the situation was under control and the Company had sufficient funds. Gautam Kumar Halder and Mohd. Kalimullah Baidya also met Ratan Chowdhury who stated that due to a special enquiry, payments were stopped for a few days. (p) In February 2014, all payments on maturity were stopped. During the period, it was announced that Kuntal Bhattacharya and Sumanta Modak would be added as directors and that Ratan Chowdhury would remain as Chairman and Litan Saha would be the marketing manager. However, it was not informed that Ratan Chowdhury would be leaving the Company and G. R. Agro Projects Limited would take charge of the Bishal group companies. Ratan Chowdhury announced that he would clear all dues within March 31, 2014. (q) It published in the newspapers that G.R. Agro Projects Limited would take charge of the Bishal group of companies. One official of G.R. group namely Raju Ghosh affirmed that GR group would arrange for the total payments of the Bishal group. In this regard, a document was also shown by Kuntal Bhattarcharya and other directors. The previous directors resigned and new directors namely Himadri Bag, Ram Kumar Sinha, Sachin Thakur, Sekhar Koley, Susant Kumar became directors in the Bishal group of companies and Raju Ghosh represented the GR group. (r) Thereafter, the agents decided to stop collection from the market. Raju Ghosh and Sachin Thakur requested the agents to transfer all the certificates and policies issued by the Bishal group of companies in the name of the GR group. However, as the GR group delayed in paying the maturity amounts, the agents decided not to transfer the certificates as they have to ultimately face the depositors and investors. Then they understood that the GR group is not a genuine entity and did not have enough funds. The agents demanded the management of the Company to hand over the assets of the Company to the agents so that they can repay the depositors. (s) In such a situation, GR group represented by Raju Ghosh proposed that if three agents become directors in the companies, they can hand over the properties. (t) Thereafter, with the confirmation of all agents and with advice of Sujit Acharya, son-in-law of Ratan Chowdhury, Sumanta Modak (relative of Ratan Chowdhury)and Kuntal

Bhattarcharya (brother in law of Ratan Chowdhury), three agents – Gautam Kumar Halder, Mohd. Kalimullah Baidya and Madhab Chandra Purkait became directors in a few companies of the Bishal group. (u) Thereafter, on demand from depositors, Tushar Kanti Nandi, Santosh Paul and Swapan Kumar Bose became directors on February 26, 2015 in order to repay the monies of the investors. GR group then transferred the management to the agents and the related document was annexed. (v) Ratan Chowdhury assured the agents that he would arrange for funds for the depositors and send them to the trustee board which was created to repay the depositors. Ratan Chowdhury sent approximately Rs.60 lakh through RTGS. The same were paid to the investors. (w) Thereafter, Ratan Chowdhury and the GR Group had absconded. However, the agents took initiative to trace them and a group led by Litan Saha, Santosh Kumar Paul, Swapan Kumar Paul found the whereabouts of Ratan Chowdhury, who was arrested by the Police in Nagpur and cash was seized. (x) The agents are now homeless as they had collected huge money from the market and money was deposited with the Company. (y) The local depositors took possession of some of the assets as their deposits could not be returned. (z) The noticees were bound to become directors to save the lives of their family members and to repay the monies of the investors. ID cards (proof of being agents) were enclosed. (aa) The noticees filed copies of MoA and AoA and stated that they do not have the Annual Accounts and that the same may be in the custody of Ratan Chowdhury or his relatives, Smt. Shima Chowdhury, Kuntal Bhattacharjee or with the GR group personnel namely Ram Kumar Singa, Himadri Bag or Sachin Kumar Thakur. (bb) The key person or mastermind of the Company was Ratan Chowdhury and besides him there were Subhojit Saha (Gour Saha) and Sumonta Modak. (cc) All documents/deeds required by SEBI were lying with the past directors except for some properties which were kept for selling and distributing the proceeds to the investors.

(dd) The preference shares/debentures were allotted by the past directors and the present directors neither issued a single preference share nor collected a single rupee from investors by issuing securities. (ee) The present directors became the directors of the Company as per request and decision of agents in order to repay the investors. (ff) The noticees assured to comply with directions of SEBI and wish that investors are refunded as much as possible by selling the assets of the Company. They also requested SEBI to allow them to operate their demat accounts which has no nexus with the Bishal group. (gg) They sought permission to file details of their personal assets and requested for another opportunity of personal hearing.

The following documents were inter alia annexed with the written submissions: (a) ID cards of Md. Kalimullah Baidya, Santosh Kumar Paul, Gautam Halder and Tushar Nandi; (b) Agent allowance statement of Swapan Kumar Bose; (c) News clippings regarding the Company; (d) MoA and AoA of Bishal Horticulture showing the page where names of first subscribers are mentioned; (e) Certificate of incorporation of Company and certificate for commencement of business; (f) Agreement dated June 05, 2014 between Bishal Group of companies rep. by Kuntal Bhattarcharya and GR Agro Projects Limited; (g) Resolution of the BoD of the Company approving the aforesaid draft agreement.

10. Mr. Ram Kumar Sinha, vide letter dated September 04, 2015 (received in SEBI on September 30, 2015) through his Advocate Mr. Umesh Kumar Choubey, requested for another date of hearing as he was not able to attend the previous hearing. This request was considered and hearing was afforded on November 16, 2015. Mr. Kamal Das, vide letter dated September 29, 2015 also made a request for another hearing for his clients. Accordingly, hearing opportunity for Madhab Chandra Purkait, Gautam Kumar Halder, Mohammad Kalimullah Baidya, Tushar Kanti

Nandi, Santosh Kumar Paul and Swapan Kumar Bose was also fixed on November 16, 2015. However, due to administrative exigency, the hearings were rescheduled and fixed on November 23, 2015.

11. Thereafter, vide affidavit dated October 14, 2015, Mohd. Kallimullah Baidya submitted copies of a few documents/deeds stating that the same pertain to the properties of the Bishal group and handed over to them by the GR group.

12. In the hearing held on November 23, 2015, Mr. Umesh Kumar Choubey represented Mr. Ram Kumar Sinha and requested for time as he was collecting documents. The request was considered and liberty was granted to file documents and written submissions within a period of 45 days.

Mr. Kamal Das, Advocate appeared on behalf of Madhab Chandra Purkait, Gautam Kumar Halder and Mohammad Kalimullah Baidya and filed further written submissions (signed by Mohd. Kalimullah Baidya for himself and on behalf of aforesaid other 2 noticees). While reiterating the submissions in their previous written submissions, it was further stated that they have custody of original deeds of only few properties of the Company. They stated that their intention is to dispose of the properties under supervision of Court or authority or by themselves and use the proceeds to pay the investors. They requested that the deeds may be retained by the Advocate as they fear that the same may be forcibly seized by the anti-social elements. The noticees also requested SEBI to place an embargo on the sale of properties pertaining to Ratan Chowdhury and his family members, Shima Chowdhury, Kuntal Bhattacharya, Sumanta Modak, Sujit Acharya, Prabir Chowdhury. They further requested SEBI to pass orders permitting the present directors to sell the properties under supervision and to refund the monies to investors.

13. Subsequently, Mr. Kamal Das, vide letter dated November 26, 2015, stated that he is submitting copies of 13 property deeds which may relate to fresh properties or with respect to properties covered under the deeds already submitted earlier.

14. Thereafter, Mr. Kamal Das, Advocate vide letter received in SEBI on January 08, 2016 referred to the previous hearings availed by him for his clients and stated that they have submitted list of 55 properties (SEBI noticed that there were 53 deeds which were earlier submitted by the Advocate) and requested for permission to sell the properties to pay the investors. He further stated that few of his clients were in jail along with Mr. Ratan Chowdhury, who wished to make submissions and requested for hearing. As adequate opportunities of hearing were already afforded, the Advocate/his clients were advised to furnish written submissions, if any.

15. Noticee, Mr. Ram Kumar Sinha, vide letter dated February 08, 2016 filed his written submissions and inter alia submitted the following:

(a) He is alleged in the capacity of being a past director in the Company with respect to the issuance of RPS to 284 persons in the years 2011-12 by the Company. (b) The charges levelled against him were frivolous and vague as he was a director for a period of approx. 4.5 months i.e. from June 10, 2014 till October 24, 2014. He was neither a director at the time of issuance of RPS nor at any time after his resignation. (c) He was made an additional director on June 10, 2014. At the outset, the Company appeared to be a decent company and he was not aware of the internal working of the Company. (d) After joining, he realized that there was a very casual approach towards the work. He was not satisfied with the working style and after working for approximately 5 months, he tendered his resignation with effect from October 24, 2014. (e) He was not related to the Company in any manner and was not associated with the Company prior to his appointment. (f) He was also not aware of the issuance of RPS in the FY 2011-12. Therefore, he is not able to furnish any documents related to the same. (g) He had tried to contact the Company to furnish the details as sought in the interim order. However, the efforts taken by him went in vain. (h) He stated that he is not the person-in charge of and responsible to the Company for the conduct of the business. (i) He requested for inspection of documents on the basis of which SEBI had made allegations and that he may make further submissions after the inspection.

(j) He contended that he did not indulge in any manipulative activities directly or indirectly and has not violated the provisions of law as alleged. He further stated that he is a bonafide and genuine individual having no nexus with any activities of the Company after tendering his resignation on October 24, 2014. (k) The noticee requested SEBI to – i. Withdraw the interim order subject to any condition; ii. Expunge his name from the proceedings; and iii. Allow inspection of documents and to add/modify his submissions based on such inspection. iv. Afford a personal hearing in New Delhi as he is residing and working there.

16. Thereafter, Mr. Kamal Das, Advocate, on behalf of his client Mr. Ratan Chowdhury, vide letter received on May 07, 2016 read with letter dated May 02, 2016 inter alia made the following submissions in the matter: (a) He is under custody (under trial) in connection with various cases since the last 11 months. Most of the present directors are arrested by C.I.D (EOW), West Bengal and by other Police authorities. Most of them are released on bail and have decided to refund the money collected from investors through the offer of RPS. (b) Due to old age he had decided to retire from all the companies though he was the promoting director of most of the companies. (c) All complications were after his retirement. (d) Bishal group is capable of refunding monies collected through the offer of RPS through sale proceeds from properties. (e) However, the problem was that whenever steps were taken to sell the properties, the local investors used to gather and create pressure. (f) They now wish to come out of the said problem by selling properties under the supervision of Govt. authority or any Court. (g) They have also decided to appoint an arbitrator with the permission of the Hon’ble High Court of Calcutta. In this regard, two writ petitions are pending before the Hon’ble High Court.

(h) No money was collected from the public through any means after the present directors were appointed. The present directors have also agreed to hand over the properties of the Bishal group of companies to SEBI or to the Hon’ble Court so that steps could be taken for making refunds. These properties were handed over to the present management by the GR Group (previous management). (i) Though he had retired, his wish is that the investors should be repaid their monies.

The noticee also requested to send further notices to his Advocate, Mr. Kamal Das.

17. Common Written submissions (received on May 12, 2016) were also filed by Mohd. Kallimullah Baidya (through Mr. Kamal Das, Advocate) for himself and also on behalf of Madhab Chandra Purkait and Gautam Kumar Halder in the present matter. These persons reiterated the submissions made by Ratan Chowdhury as mentioned in the previous paragraph and stated that Bishal group of companies would be able to refund the amounts raised through offer and issue of securities through the sale of properties purchased by the companies. It was also stated that Bishal group of companies had purchased properties and the noticees have submitted photocopies of property deeds (set of 55 deeds) pertaining to the Bishal group.

18. I have considered the interim order, the submissions made by the concerned noticees, documents submitted by them and other material available on record. The interim order had alleged that the Company, in pursuance of its fund mobilizing activity from the general public, had made a public issue of RPS without complying with the provisions of sections 56, 60 and 73 of the Companies Act, 1956. In this regard, the following observations from the interim order are relevant: i. “BABIL was incorporated on June 30, 2008, with CIN as U01400WB2008PLC126983. Its Registered Office is at 56 Central Road, Jadavpur, Kolkata –700032, West Bengal, India.

ii. The present Directors in BABIL are Shri Madhab Chandra Purkait, Shri Gautam Kumar Halder and Shri Mohd Kalimullah Baidya.

iii. Shri Ram Kumar Sinha, Shri Sachin Kumar Thakur, Shri Sushant Kumar, Shri Sankar Bhattacharjee, Shri Chandan Shah, Shri Ratan Chowdhury and Smt. Shima Chowdhury, who were earlier Directors in BABIL, have since resigned.

iv. From the material on record, it is observed that BABIL issued "Non–Convertible Redeemable Preference Shares" ("Offer of Redeemable Preference Shares") to investors during the Financial Year 2011–12, details of which are provided below –

Type of Security Year No. of persons to whom Total Amount preference shares were allotted (` in Crores) Redeemable Preference 2011–12 284 3 Shares

……..”

19. The offer and issue of RPS as alleged in the interim order has not been disputed. I proceed to consider whether the Company made a public issue of RPS and whether the necessary norms in that regard were complied with. In order to determine whether an issue of securities is a 'public issue' or done on 'private placement', a reference to section 67(3) of the Companies Act, 1956 needs to be made: 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). 20. In terms of section 67(3), as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, no offer or invitation shall be treated as made to the public by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can properly be regarded, in all circumstances – (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation. More importantly, in terms of the 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 judge whether an issue of shares are for public or on a private placement basis, in the light of the above said provision. Therefore, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue. Non-Banking Financial Companies (NBFCs) and Public Financial Institutions (PFIs) are exempted only from the first proviso to section 67(3). Therefore, NBFC or PFI do not have any restriction on the number of allottees as imposed on a company which is not an NBFC or PFI. However, such companies also need to prove that its offer falls either under clause (a) or (b) of section 67(3) to claim such issuance to be a private placement. The Company is not an NBFC or PFI.

21. The Company had made an offer and issued RPS during FY 2011-12 to 284 persons and mobilized Rs.3 crore. As the offer and allotment was made to more than 49 persons, I hereby conclude that the Company made a public issue of RPS in terms of first proviso to section 67(3) of the Companies Act, 1956.

22. By making a public issue of RPSs, 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 regard, I note that in terms of section 55A of the Companies Act, 1956, SEBI shall administer various provisions (as mentioned therein) of the said Act with respect to issue and transfer of securities by listed companies, companies that intend to list and also those companies that are required to list its securities while making offer and issue of securities to the public. 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".

Under section 11A of the SEBI Act, SEBI is also empowered to regulate, by regulations/general or special orders, the matters pertaining to issue of capital, transfer of securities and matters related thereto. Accordingly, the Company, having made a public offer and issue of securities, as observed above, is under the jurisdiction of SEBI.

23. The interim order has alleged that the Company failed to comply with sections 56, 60 and 73 of the Companies Act, 1956. In this regard, I observe the following:

a. 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'. There is no Prospectus issued by the Company with respect to its offer of RPS. Accordingly, I find that the Company has failed to comply with sections 56 and 60.

b. By making a public issue of RPS, the Company had to compulsorily list such securities in compliance with section 73(1) of the Companies Act, 1956. As per section 73(1) Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. There is no material to say that the Company has filed an application with a recognized stock exchange to enable the RPSs to be dealt with in such stock exchange. Therefore, the Company has failed to comply with this requirement.

c. Section 73(2) 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 securities, the Company had to forthwith repay such money collected from investors, through allotment of RPS and also those kept in the Company’s possession pending allotment. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director is liable to repay with interest at such rate. The liability of the Company to refund the public funds collected through offer and allotment of the impugned RPSs is continuing and such liability would continue till repayments are made. There is no record to suggest that the Company made the refunds as per law. Further, SEBI is in receipt of complaints from investors alleging default by the Company in making repayments.

The Hon'ble Supreme Court of India in the Sahara case has examined section 73 and made the following observations: "Section 73(1) of the Act casts an obligation on every company intending to offer shares or debentures to the public to apply on a stock exchange for listing of its securities. Such companies have no option or choice but to list their securities on a recognized stock exchange, once they invite subscription from over forty nine investors from the public. If an unlisted company expresses its intention, by conduct or otherwise, to offer its securities to the public by the issue of a prospectus, the legal obligation to make an application on a recognized stock exchange for listing starts. Sub-section (1A) of Section 73 gives indication of what are the particulars to be stated in such a prospectus. The consequences of not applying for the permission under sub-section (1) of Section 73 or not granting of permission is clearly stipulated in sub-section (3) of Section 73. Obligation to refund the amount collected from the public with interest is also mandatory as per Section 73(2) of the Act. Listing is, therefore, a legal responsibility of the company which offers securities to the public, provided offers are made to more than 50 persons."

In view of the above observations, I find that the Company has not complied with the mandate under section 73(2) of the Companies Act, 1956.

d. Section 73(3) states that - All moneys received as aforesaid shall be kept in a separate bank account maintained with a Scheduled Bank 1 [until the permission has been granted, or where an appeal has been preferred against the refusal to grant such. permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub-section (2)]; and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees.”. As found above, the Company had not applied and obtained listing permission. The Company is therefore in non-compliance with this provision also.

e. As the amounts mobilized through the issue of securities have not been refunded within the time period as mandated under law, it would therefore be appropriate to levy an interest @ 15% p.a. as provided for under section 73(2) of the Companies Act, 1956 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, on the amounts (i.e. Rs.3 crore) raised by the Company through its offer and issuance of RPS including preference share application money pending allotment collected by the Company, due to be repaid by the Company. As stated above, the liability of the Company to refund the public funds collected through offer and allotment of the impugned RPSs is continuing and such liability would cease only if the repayments are made in accordance with the relevant provisions of law.

24. In view of the above observations, I conclude that the Company made a public offer and issued RPS during FY 2011-12 without complying with the provisions of sections 56, 60 and 73 of the Companies Act, 1956 and mobilized funds to the tune of Rs.3 crore.

25. I note that the interim order had passed prohibitory directions against Mr. Madhab Chandra Purkait, Mr. Gautam Kumar Halder, Mr. Mohd Kalimullah Baidya, Mr. Ram Kumar Sinha, Mr. Sushant Kumar, Mr. Sachin Kumar Thakur, Mr. Sankar Bhattacharjee, Mr. Chandan Shah, Mr. Ratan Chowdhury and Smt. Shima Chowdhury, who are said to be either the present or past directors of the Company.

The following table provides the period of directorship (source: Register of directors, managing directors etc from RoC/Company master date from MCA) of the directors in the Company as on January 07, 2015:

Noticee Date of Date of appointment resignation if any Madhab Chandra 10.10.2014 Continues*, present Purkait, director Gautam Kumar 10.10.2014 Continues*, present Halder, director

Mohd Kalimullah 10.10.2014 Continues*, present Baidya director Ram Kumar Sinha 10.06.2014 24.10.2014 Sushant Kumar 10.06.2014 10.12.2014 Sachin Kumar Thakur 10.06.2014 24.10.2014 Sankar Bhattacharjee 24.03.2014 10.06.2014 Chandan Shah 31.12.2012 10.06.2014 Ratan Chowdhury 30.06.2008 18.02.2014 Shima Chowdhury 30.06.2008 31.12.2012 Priti Rani Chowdhury # 30.06.2008 18.02.2014 Ajoy Paul # 09.10.2013 26.03.2014 Kuntal Bhattacharjee # 10.02.2014 26.03.2014 Sumanta Modak # 10.02.2014 26.03.2014 Litan Saha # 18.02.2014 26.03.2014 Tapas Kumar Mondal # 24.03.2014 10.06.2014 Shashi Kant Dubey # 24.03.2014 10.06.2014

*they are the present directors of the Company - also noted from the details available in the MCA website accessed on May 12, 2016. #persons not covered in the interim order cum show cause notice.

In the light of the above facts, I observe the following:

(i) In terms of section 291 of the Companies Act, 1956, the board of directors of a company shall be entitled to exercise all such powers and do all such acts and things as the company is authorized to exercise and do. Therefore, the board of directors being responsible for the conduct of the business of a company will be liable for any non-compliance of law and such liability shall be upon the individual directors also.

(ii) With respect to the culpability of a director for breach of law by a company, I refer to and rely on the following observations made by the Hon’ble High Court of Madras in Madhavan Nambiar vs Registrar Of Companies (2002 108 Comp Cas 1 Mad): “13. It may be that the petitioner may not be a whole-time director, but that does not mean he is exonerated of the statutory obligations which are imposed under the Act and the rules and he cannot contend that he is an ex officio director and, therefore, he cannot be held responsible. There is substance in the contention advanced by Mr. Sridhar, learned counsel since the petitioner a member of the Indian Administrative Service and in the cadre of Secretary to Government when appointed as a director on the orders of the Government to a Government company or a joint venture company, he is expected not only to discharge his usual functions, but also take such diligent care as a director of the company as it is expected of him not only to take care of the interest of the Government, but also to see that the company complies with the provisions of the Companies Act and the rules framed thereunder.

Therefore, the second contention that the petitioner cannot be proceeded against at all as he is only a nominee or appointed director by the State Government, cannot be sustained in law. A director either full time or part time, either elected or appointed or nominated is bound to discharge the functions of a director and should have taken all the diligent steps and taken care in the affairs of the company. 14. 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. 15. Section 5 of the Companies Act defines the expression "officer who is in default". The expression means either (a) the managing director or managing directors; (b) the whole-time director or whole-time directors; (c) the manager; (d) the secretary; (e) any person in accordance with whose directions or instructions the board of directors of the company is accustomed to act; (f) any person charged by the board with the responsibility of complying with that provision; (g) any director or directors who may be specified by the board in this behalf or where no director is so specified, all the directors.

16. Section 29 of the Companies Act provides the general power of the board and …………... Therefore it follows there cannot be a blanket direction or a blanket indemnity in favour of the petitioner or other directors who have been nominated by the Government either ex officio or otherwise. Hence the second point deserves to be answered against the petitioner. 17. As regards the first contention, it is contended by Mr. Arvind P. Datar, learned senior counsel appearing for the petitioner that the company or its board had resolved that Thiagaraj S. Chettiar shall be the director in charge of the company of all its day-to-day affairs and, therefore, the petitioner, an ex officio chairman and director, cannot be expected to attend to the affairs on a day-to-day basis. This contention though attractive cannot be sustained as a whole. There may be a delegation, but ultimately it comes before the board and it is the board and the general body of the company which are responsible.” {Emphasis supplied} (iii) A person cannot assume the role of a director in a company in a casual manner. The position of a ‘director’ in a public company/listed company comes along with responsibilities and compliances under law associated with such position, which have to be fulfilled by such director or face the consequences for any violation or default thereof.

(iv) The Company has been found to have violated sections 56, 60 and 73 of the Companies Act, 1956 with respect to its public offer and issue of RPS during FY 2011-12.

(v) Section 56(1) and 56(3) read with section 56(4) imposes the liability for the compliance of the said provisions, on the company, every director, and other persons responsible for the issuance of the prospectus. The liability for non-compliance of section 60 of the Companies Act is on the Company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section.

(vi) The liability of the company and directors to repay under section 73(2) of the Companies Act, 1956 and section 27 of the SEBI Act, is a continuing liability and the same continues till all the repayments are made. Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the Company made the offer and allotted NCDs shall be liable for violation of sections 56, 60 and 73 of the Companies Act, including the default in making refunds as mandated therein. As the liability to make repayments under sections 73(2) of the Companies Act read with section 27 of the SEBI Act is a continuing liability, the persons who join the Company’s Board pursuant to the offer and allotment of securities shall also be liable if the Company and the concerned directors have failed to make refunds as mandated under law.

(vii) In view of the above reasons and observations, noticees, Mr. Ratan Chowdhury and Smt. Shima Chowdhury are liable, as directors of the Company during the period of offer and issue of RPS, for the violation of sections 56, 60 and 73 of the Companies Act, 1956 as found in this Order and would also be liable to make refunds in terms of section 73(2) of the Companies Act read with section 27 of the SEBI Act, as ordered herein. These noticees, despite public notice and adequate opportunities have not filed their submissions.

(viii) The other noticees having joined the Company after the offer and issuance was made and therefore in view of the default in making refunds, were also under the statutory liability to make refunds in terms of section 73(2) of the Companies Act read with section 27 of the SEBI Act. These persons have not taken steps in this regard. Few of the noticees (Madhab Chandra Purkait, Gautam Halder, Mohd. Kallimullah Baidya) have submitted that they were agents and became directors to ensure payments to the investors. However, these submissions would not afford them any concession or benefit with respect to their afore-stated liability. The purported taking over of liabilities by GR Group would also not alter/absolve the liability of the noticees.

Chandan Shah had contended that he was appointed as a director pursuant to the offer of RPS and resigned within 6 months. As per the records of MCA/ROC, he was a director from December 31, 2012 to June 10, 2014. This noticee, himself, has produced documents with respect to his appointment and resignation as a director in the Company. Therefore, his submissions that he was there for a short period and did not involve in any affairs of the Company would not absolve him of the liability. It is important to note that as per Form No. DIR-11 (notice of resignation of a director to the Registrar), Chandan Shah was appointed on December 19, 2012 as ‘Managing Director’ of the Company. Accordingly, in view of the observations made above regarding the liability as a director under the Companies Act, 1956 especially the liability under section 73(2) thereof, he too would be liable for making repayments and for consequential enforcement action for the default.

Ram Kumar Sinha has admitted that he was a director in the Company and submitted that he was present for a period of around 3 months. The noticee has made a request for inspection vide his letter dated February 08, 2016 and has stated that he may make further submissions pursuant to the same. In this regard, I note that the interim order had provided the basis for alleging that the Company made a public issue of RPS in violation of the provisions of the Companies Act and SEBI rules/guidelines. Further, the interim order also mentioned that this noticee was a past director. The noticee has been served with the copy of the interim order and he has acknowledged receipt of the same. He has also admitted that he was a director from 10.06.2014 to 24.10.2014 in the Company. The liability to make repayments to investors, in case listing of securities issued in a public offer is not made or is rejected, is under section 73 of the Companies Act, 1956. The noticee cannot plead ignorance of law. The interim order has also advised the noticee to show cause as to why he should not be directed inter alia to make refunds of the monies collected under the offer and issue of RPS and prohibiting him from dealing in the securities/securities market. Therefore, the noticee is already under notice regarding the alleged violations and action contemplated if such violations are proved.

The noticee has also requested for an opportunity of further hearing. However, this noticee has already been afforded an opportunity of personal hearing on November 23, 2015 when his representative had appeared. The noticee has also filed his submissions in the matter. In view of the above, I consider that the requests for inspection and further hearing made at this advanced stage of the proceedings is only for delaying the proceedings. The noticee has submitted a copy of the purported agreement between the Bishal group of companies and the Bishal Welfare Trust. However, such documents cannot absolve Ram Kumar Sinha of the statutory responsibility and liability under section 73(2) of the Companies Act, 1956 and would be liable for action for such default.

26. It is also noted from the Register of directors of the Company, maintained by the RoC that Priti Rani Chowdhury, Ajoy Paul, Kuntal Bhattarcharjee, Sumanta Modak, Litan Saha, Tapas Kumar Mondal and Shashi Kant Dubey were the past directors of the Company. These persons allegedly were also responsible to comply with section 73(2) of the Companies Act, 1956 read with section 27 of the SEBI Act in making refunds to the investors. Further, Priti Rani Chowdhury was in the board of the Company when the RPS were issued without complying with the norms as found in this order. Few of the noticees have also alleged that the members of the ‘Chowdhury’ family were also responsible for the violations and unauthorized money collection.

As the refunds are not made, SEBI is advised to examine the role of the aforesaid persons and initiate appropriate action against them, in accordance with law, including issuance of a show cause notice calling upon them to show cause as to why, suitable directions including the following should not be imposed upon them: a. directing them jointly and severally to refund the money collected through the issue of RPS (as found to be unauthorisedly issued in this Order), along with interest at 15% per annum from the date when the refunds became due to the investors till the date of repayment; b. directing them not to issue 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, for an appropriate period; c. directions restraining them from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period; d. directing them and other companies in which they are directors/promoters holding substantial or controlling interest, to not access the capital market for an appropriate period.

27. 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 and the ICDR Regulations, hereby issue the following directions:

(a) Bishal Agri-Bio Industries Limited, Mr. Madhab Chandra Purkait, Mr. Gautam Kumar Halder, Mr. Mohd Kalimullah Baidya, Mr. Ram Kumar Sinha, Mr. Sushant Kumar, Mr. Sachin Kumar Thakur, Mr. Sankar Bhattacharjee, Mr. Chandan Shah, Mr. Ratan Chowdhury and Smt. Shima Chowdhury, 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 securities, 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 directors 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 of 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) Bishal Agri-Bio Industries Limited, Mr. Madhab Chandra Purkait, Mr. Gautam Kumar Halder, Mr. Mohd Kalimullah Baidya, Mr. Ram Kumar Sinha, Mr. Sushant Kumar, Mr. Sachin Kumar Thakur, Mr. Sankar Bhattacharjee, Mr. Chandan Shah, Mr. Ratan Chowdhury and Smt. Shima Chowdhury are also directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form.

(g) In case of failure of Bishal Agri-Bio Industries Limited, Mr. Madhab Chandra Purkait, Mr. Gautam Kumar Halder, Mr. Mohd Kalimullah Baidya, Mr. Ram Kumar Sinha, Mr. Sushant Kumar, Mr. Sachin Kumar Thakur, Mr. Sankar Bhattacharjee, Mr. Chandan Shah, Mr. Ratan Chowdhury and Smt. Shima Chowdhuryin complying 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 action against the Company and directors as deemed fit. v. would also make a reference to the Ministry of Corporate Affairs to flag the names of notice directors in its database so that information may be perused by RoC or any other regulatory authority.

(h) Bishal Agri-Bio Industries Limited is directed not to, directly or indirectly, access the capital 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.

(i) Mr. Madhab Chandra Purkait, Mr. Gautam Kumar Halder, Mr. Mohd Kalimullah Baidya, Mr. Ram Kumar Sinha, Mr. Sushant Kumar, Mr. Sachin Kumar Thakur, Mr. Sankar Bhattacharjee, Mr. Chandan Shah, Mr. Ratan Chowdhury and Smt.

Shima Chowdhury are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, with immediate effect. They are also restrained from issuing prospectus, offer document or advertisement soliciting money from the public and 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. The above directions shall come into force with immediate effect and shall continue to be in force from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors, as directed above.

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

28. 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 including former directors and other key persons.

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

30. 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.

31. As mentioned in paragraph 26, SEBI may examine the role of the concerned persons and initiate action as appropriate under law.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: May 16th, 2016 Place: Mumbai