Order in the matter of M/s Life Care Infra Tech Limited[SAT Appeal No.:91/2016]

WTM/PS/52/NRO/SEPT/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In the matter of Life Care Infra Tech Limited In respect of: 1. Life Care Infra Tech Limited [CIN: U70102UP2011PLC047389], 2. Mr. Yogendra Pratap Shahi [PAN: ATBPS3325E], 3. Mr. Ashok Kumar Singh [PAN: AKGPS7982R], 4. Mr. Bhardwaj Muni Tripathi [PAN: ADDPT0119K], 5. Mr. Ramashish Singh [PAN: BSFPS9624C], 6. Mr. Harendra Kumar Upadhyay [PAN: AAOPU9033B] and 7. Mr. Satyendra Rai [DIN: 06376984]. Date of hearing: May 08, 2015 Appearance: For Noticees: Mr. Jaspreet Singh, Advocate, Mr. Vishwas Saraswat, Advocate, Ms. Neha Saraswat, Advocate, Mr. Jasvinder Pal Singh, Advocate. For SEBI: Mr. Mohd. Atif Alvi, Deputy General Manager, Mr. Pradeep Kumar, Assistant General Manager, Mr. Yogesh Dudi, Assistant General Manager.

1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex-parte interim Order dated November 03, 2014 (hereinafter referred to as ‘the interim order’) had observed that the company, Life Care Infra Tech Limited (hereinafter referred to as ‘Life Care’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, by making offer and issuing Redeemable Preference Shares (hereinafter referred to as ‘RPS’) and had allegedly violated the provisions of Sections 56, 60 (read with Section 2(36)), 67, 73 of the Companies Act, 1956 read with Section 465 of 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 only legitimate fund raising activities are carried on by the Company and its directors, SEBI had issued the following directions: “… … 22. In view of the foregoing, I, in exercise of powers conferred upon me under Sections 11(1), 11 (4), 11A and 11B of the SEBI Act, hereby issue the following directions: a) LCITL shall not mobilize any further funds from investors through the issue of RPS or through the issue of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further orders; b) LCITL (CIN- U70102UP2011PLC047389) and its Directors viz. Shri Yogendra Pratap Shahi (DIN- 03453495; PAN-ATBPS3325E), Shri Ashok Kumar Singh (DIN- 05111466; PAN-AKGPS7982R), Shri Bhardwaj Muni Tripathi (DIN- 05111477; PAN-ADDPT0119K), Shri Ramashish Singh (DIN- 05117710; PAN- BSFPS9624C), Shri Harendra Kumar Upadhyay (DIN- 05117715; PAN- AAOPU9033B) and Shri Satyendra Rai (DIN- 06376984) 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; c) LCITL and the abovementioned Directors are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; d) LCITL and its abovementioned Directors shall provide a full inventory of all its assets and properties; e) LCITL and its Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the issue of RPS, without prior permission from SEBI; f) LCITL and its Directors shall not divert any funds raised from the public at large through the issue of RPS, which are kept in bank account(s) and/or in the custody of LCITL; g) LCITL and its Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information, as sought vide SEBI letters dated December 09, 2013 and May 09, 2014. 23. The above directions shall take effect immediately and shall be in force until further orders.

24. … 25. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against LCITL and its abovementioned Directors, in accordance with law.” 2. The interim order observed that the prima facie observations made therein were on the basis of the correspondences exchanged between SEBI and Life Care, information obtained from the 'MCA 21 Portal' and complaint received by SEBI. The interim order advised the Company and its directors that they may file their replies within 21 days from the date of receipt of the order and also to seek an opportunity of personal hearing.

3. The interim order forwarded to the Company and Mr. Yogendra Pratap Shahi had returned undelivered. In the meantime, the one RallyMark Legal, Advocate and Legal Consultants vide letter dated November 24, 2014, while writing on behalf of Life care and its directors namely Mr. Yogendra Pratap Shahi, Mr. Ashok Kumar Singh, Mr. Bharadwaj Muni Tripathi, Mr. Ramashish Singh, Mr. Harendra Kumar Upadhyay and Mr. Satyendra Rai acknowledged the mistake/ error. It was said that the mistake/ error had been committed out of ignorance and poor advice of the consultants. The said letter also confirmed that they have stopped all activities of issuance of preference shares and stated that Life Care will comply with the interim order. A time of 60 days was also sought for submitting the details. Information and documents as direction in the interim order.

4. SEBI vide its letter dated December 05, 2014, asked the Company to submit the vakalatnama/ authority letter in favour of the said RallyMark Legal. Thereafter, SEBI vide its letter dated December 11, 2014, asked the Company to submit all the documents sought vide the interim order.

5. In reply, the directors of the Company namely Mr. Yogendra Pratap Shahi, Mr. Bhardwaj Muni Tripathi, Mr. Satyendra Rai, Mr. Ashok Kumar Singh, Mr. Ramashish Singh and Mr. Harendra Upadhyay vide respective letters all dated December 31, 2014, submitted that they are in the process of collecting and compiling the submissions and documents and requested for an extension of time by three months.

6. Before proceeding further with the matter, an opportunity of personal hearing was granted to the noticees on May 08, 2015 and the same was communicated to the noticees vide letters dated April 07, 2015. Life Care in the meantime vide letter dated

May 05, 2015 submitted the reply to the interim order along with the documents as sought for by SEBI, which was taken on record. The Company had also submitted the details of the properties owned by the Company. On the date of personal hearing, advocates namely Mr. Jaspreet Singh, Mr. Vishwas Saraswat, Ms. Neha Saraswat and Mr. Jasvinder Pal Singh, appeared for Mr. Bharadwaj Muni Tripathi and other noticees and made oral submissions. The directors of the Company namely Mr. Yogendra Pratap Shahi, Mr. Ashok Kumar Singh, Mr. Ramashish Singh, Mr. Harendra Kumar Upadhyay and Mr. Satyendra Rai vide letter dated May 15, 2015, adopted the reply dated May 05, 2015, submitted by the director namely Mr. Bharadwaj Muni Tripathi. The representatives vide letter dated May 18, 2015, made brief submissions, which were taken on record.

7. The submissions of the Company and its directors, in brief are as under: a. The Company has been functioning without any suppression or allurement to deprive any legitimate investor of the funds invested by him, in the Company. The Company was engaged in the mobilization of funds, the funds so collected from the investors had been invested in immovable properties. The Company had maintained its accounts keeping a track of the funds received, invested as well as refunded/ repaid to its investors. b. In compliance of the interim order, the Company had individually approached the directors, requesting them to disclose their entire assets. It has submitted the full inventory of all the assets and properties of the Company and its directors. In addition to the immovable properties it also has bank accounts spread over the State of Uttar Pradesh and Bihar and other assets in the shape of office furniture, computer peripherals, motor vehicles, electronic and electrical equipment’s, etc. c. The accounts along with the details of the investment scheme, number of investors and other relevant information had been submitted to SEBI. d. There has been no investor complaint against it. One of the directors earlier due to personal animosity had made a complaint. Later the said director namely Mr. Ashok

Kumar Singh upon realizing also apologized to the board members and has written a letter of apology. e. The assets of the Company exceed its liabilities and the Company is well positioned to meet its obligations. The assets of the Company are valued at ₹4,85,80,686 while the current liability is only ₹3,45,10,670. f. The Company has not undertaken any activity, which is forbidden by law. However, on receipt of the SEBI order, the Company had stopped its activities and is ready and willing to repay the amounts to its investors. However, on account of the embargo imposed by SEBI vide interim order, the Company has not paid any amount to any of its investors though it has received applications for redemption of their investment. No redemption/ repayment has been made after November 15, 2014. g. The Company has no concern with any other company with a similar name i.e. Life Care Real Developers Limited. h. There has been no change in the composition of directors and shareholders/ promoters since its incorporation.

8. I have considered the interim order, the submissions of the noticees, the documents furnished and the material available on record. The following are the observations from the interim order: “… a) LCITL was incorporated on November 12, 2011 with RoC, Kanpur, Uttar Pradesh with CIN U70102UP2011PLC047389. Its registered office is at Nanda Bhawan, 5, Ashok Avenue, Sapru Marg, Lucknow – 226001 (Uttar Pradesh, India). b) The Directors of LCITL are Shri Yogendra Pratap Shahi (DIN: 03453495), Shri Ashok Kumar Singh (DIN: 05111466), Shri Bhardwaj Muni Tripathi (DIN: 05111477), Shri Ramashish Singh (DIN: 05117710), Shri Harendra Kumar Upadhyay (DIN: 05117715) and Shri Satyendra Rai (DIN: 06376984). c) As per LCITL's brochure, LCITL offers RPS with the following terms and conditions: 1. This offer is being made on a private placement basis and cannot be accepted by any person other than to whom it has been offered. Further, this offer cannot be transferred or renounced in anyone’s favour. …

6. The application can be made for a minimum amount of Rs.1000/- & multiple of Rs.1000/- & in multiples of Rs.1000/- … 9. ROI is on quarterly compounding basis. d) As per LCITL's brochure, the details of plan launched by LCITL in respect of the RPS are as under: Plan A B C D E F G Issue price minimum 1,000/- 1,000/- 1,000/- 1,000/- 1,000/- 1,000/- 1,000/- 100 preference shares Redemption period 45 months 66 months 102 months 141 months 177 months 36 months 12 months Per month Dividend - - - - - 10/- - Maturity Value 1,500/- 2,000/- 3,000/- 5,000/- 10,000/- 1,000/- 1,110/- e) The details of allotment made by issue of RPS such as number of allottees and amount raised etc. as noted from the 'MCA21 portal' are as under: Year Date of Allotment No. of Allottees Amount (₹) 2011-12 31/03/2012 1045 1,79,42,000 2012-13 31/03/2013 1558 3,10,35,500 Total 2603 4,89,77,500 …”

9. I note that the Company and its directors have not disputed the observations, the allegations made against the Company and its directors in the interim order. The interim order alleged that the Company had issued and allotted RPS to atleast 2,603 persons/ investors and had mobilized funds amounting to about ₹4.89 crore during the Financial Years 2011-12 and 2012-13, without complying the ‘public issue’ norms stipulated under Sections 56, 60 read with Section 2(36) and 73 of the Companies Act, 1956. The interim order had also alleged that the Company, by issuing shares to more than 49 persons, had made a public issue of RPSs in terms of the first proviso to Section 67(3) of the Companies Act, 1956. It has also been noted from the ‘Form 2’ taken from the ‘MCA 21’ portal that the allotment of RPS had happened on March 31, 2012 and March 31, 2013.

10. In order to ascertain whether an issue of securities is a 'public issue' or done on 'private placement', it is necessary to make a reference to Section 67(3) of the Companies Act, 1956, which reads as under:

“67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (2) ... (3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” In terms of Section 67(3), as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, no offer or invitation shall be treated as made to the public by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can properly be regarded, in all circumstances - (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation.

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 for reaching the conclusion whether an issue of shares are for public or on a private placement basis. In view of the same, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue.

11. The Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others Vs. SEBI and another (Civil Appeal Nos. 9813 and 9833 of 2011; decided on August 31, 2012) (‘the Sahara case’) had inter alia held that - “Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the “section of the public”. Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or otherwise as being a domestic concern of the persons making and receiving the offer or invitations. Section 67(3) is, therefore, an exception to Sections 67(1) and (2).

If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. … Resultantly, if an offer of securities is made to fifty or more persons, it would be deemed to be a public issue, even if it is of domestic concern or proved that the shares or debentures are not available for subscription or purchase by persons other than those received the offer or invitation. … I may, therefore, indicate, subject to what has been stated above, in India that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …” 12. In the present matter, it is noted that the Company has made two allotments i.e. on March 31, 2012 and March 31, 2013. It can be seen that the number of persons to whom RPS were allotted clearly exceeded 49. Therefore, considering the number of persons from whom monies were mobilised by the Company by issuing RPSs, which is definitely more than 49 persons, it can be concluded that the Company had made a public issue of RPS in terms of the first proviso to Section 67(3) of the Companies Act, 1956.

13. I have perused the application form of the Company for issuing RPS, from the same, the following is noted: “…

MINIMUM APPLICATION: The application made for a minimum of 100 (hundred) share & in multiples of hundred share (Rs.100/-) thereafter. … SIZE OF THE ISSUE: Rs. 5 Caror, with an option to retain. While it will be the company endeavor to allot the redeemable preference shares as indicate, the company has right to increase/ decrease the size of the offer. WHO CAN INVEST: Any person/ trust, corporate/ co-operative bodies are associated with marketing trust. AUTHORITY OF THE ISSUE: The shares are being issued pursuant to the resolution passed at a meeting of the Board of Directors held on November 14, 2011. … TERMS & CONDITION 1. This offer is being made on a private placement basis and cannot be accepted by any person other than to whom it has been offered. Further, this offer cannot be transferred or renounced in anyone’s favour. … 6. The application can be made for a minimum amount of Rs.1000/- & multiple of Rs.1000/- & in multiples of Rs.1000/-. … 9. ROI is on quarterly compounding basis. … 15. The company reserves the right to amend & alter the terms and conditions governing the share issue at its sole discretion at any time.” 14. By making a public issue of RPS, as discussed above, the Company was mandated to comply with all the legal provisions that govern and regulate public issue of such securities, including the Companies Act, 1956 and the SEBI Act and regulations.

In this context, I refer and rely on the below mentioned observation made by the Hon'ble Supreme Court of India in the matter of Sahara case: “... ... that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …” 15. In view of the above observations, by virtue of Section 55A(a) and (b), the SEBI has jurisdiction and would govern the issue of RPS as the same was made to more than 49 persons. As alleged in the interim order, the Company was mandated to comply with the provisions of Sections 56, 60, 67 and 73 of the Companies Act, 1956, in respect of its offer and issue of RPS. In terms of Section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per Section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified.

Section 2(36) of the Companies Act read with Section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'.

16. The interim order has alleged that the Company failed to comply with Section 73 of the Companies Act, 1956, in respect of its issuance of RPS. By issuing RPS to more than 49 persons, the Company had to compulsorily list such securities in compliance with Section 73(1) of the Companies Act, 1956. As per Section 73(1) of the Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. There is no material on record to say that the Company has filed an application with a recognised stock exchange to enable the RPS to be dealt with in such exchange. Therefore, the Company has failed to comply with this requirement.

17. Section 73(2) of the Companies Act, 1956 states that "Where the permission has not been applied under subsection (1) or such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent, as may be prescribed, having regard to the length of the period of delay in making the repayment of such money". As the Company failed to make an application for listing such RPS, the Company had to forthwith repay such money collected from investors. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director of the Company, is jointly and severally liable to repay with interest at such rate. There is no material on record to say that the Company has complied with the provisions of Section 73(3).

18. I note that the Company had mobilized ₹4,89,77,500 from the public under its offer and issue of RPS and in doing so it has failed to comply with the provisions of the Companies Act, 1956. The details taken from the ‘MCA 21’ portal and the correspondence of the Company are sufficient to substantiate the charges. I note that the Company along with its reply has submitted the asset details of the Company and its directors.

19. I note that the interim order was issued against the directors of the Company, namely Mr. Yogendra Pratap Shahi, Mr. Ashok Kumar Singh, Mr. Bhardwaj Muni Tripathi, Mr. Ramashish Singh, Mr. Harendra Kumar Upadhyay and Mr. Satyendra Rai. These persons are admittedly continuing as directors of the Company. These persons being the directors at the time of impugned issues and allotment are liable for repayment. The liability of the Company and its directors to repay under Section 73(2) read with Sections 11, 11B and 27 of the SEBI Act is continuing and such liability continues till all the repayments are made. It can therefore be concluded that these persons being the persons in-charge of and responsible to the Company for the conduct of the business, are responsible for the contraventions committed by the Company as found above. For such violations, appropriate directions need to be issued to the above directors.

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

21. In view of the foregoing, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11 and 11B thereof hereby issue the following directions:

a. The Company, namely Life Care Infra Tech Limited [CIN: U70102UP2011PLC047389] and its directors namely Mr. Yogendra Pratap Shahi [PAN: ATBPS3325E], Mr. Ashok Kumar Singh [PAN: AKGPS7982R], Mr. Bhardwaj Muni Tripathi [PAN: ADDPT0119K], Mr. Ramashish Singh [PAN: BSFPS9624C], Mr. Harendra Kumar Upadhyay [PAN: AAOPU9033B] and Mr. Satyendra Rai [DIN: 06376984] jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Redeemable Preference Shares (which have been found to be issued in contravention of the public issue norms stipulated under the Companies Act, 1956), to the investors including the money collected from investors, till date, pending allotment of RPS, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.

b. The repayments to investors shall be effected only in cash through Bank Demand Draft or Pay Order.

c. The Company and the above directors are permitted to sell the assets of the Company 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 the above 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 on contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect.

e. After completing the aforesaid repayments, the Company and its directors shall file a certificate of such completion with SEBI, within a period of three months from the date of this Order, from two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. For the purpose of this Order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India (‘ICAI’).

f. In case of failure of the company, Life Care Infra Tech Limited, Mr. Yogendra Pratap Shahi, Mr. Ashok Kumar Singh, Mr. Bhardwaj Muni Tripathi, Mr. Ramashish Singh, Mr. Harendra Kumar Upadhyay and Mr. Satyendra Rai in complying with the aforesaid directions, SEBI, on expiry of three months from the date of this Order - i. shall recover such amounts in accordance with Section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/ directors and the persons/ officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.

g. The Company is directed not to, directly or indirectly, access the capital market by issuing prospectus, offer document or advertisement soliciting money from the public and is further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order till the expiry of four (4) years from the date of completion of refunds to investors, made to the satisfaction of SEBI, as directed above.

h. The directors of Life Care Infra Tech Limited, namely, Mr. Yogendra Pratap Shahi, Mr. Ashok Kumar Singh, Mr. Bhardwaj Muni Tripathi, Mr. Ramashish Singh, Mr. Harendra Kumar Upadhyay and Mr. Satyendra Rai are restrained from accessing the securities market and are further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, with immediate effect. They are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, with immediate effect. This restraint shall continue to be in force for a further period of four (4) years on completion of the repayments, as directed above.

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

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

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

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

DATE : September 14th, 2015 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA