Order in the matter of M/s. Real Vision International Limited[SAT Appeal No.:[380/2018]

Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter of Real Vision International Limited (CIN: U70101OR2010PLC012138; PAN: AAECR8282J) and its Directors/Promoters viz., Shri Sudhir Kumar Behera (DIN:02052368, PAN: AHTPB4511B), Shri Ashok Pattnaik (DIN:02669340, PAN:AFVPP6295E), Shri Sidhartha Kumar Barik (DIN:03101857, PAN:APSPB9232Q), Shri Bidesi Behera (DIN: 03355781, PAN: AQJPB1669H), Shri Devi Prasad Mohanty (DIN: 03549440, PAN: APNPM2950D), Shri Rashmi Ranjan Mohanty (DIN: 05102958, PAN: AJGPM6875J), Shri Prasanna Kumar Nayak (PAN: AIFPN1886Q), Shri Sukanta Biswal (PAN: AJKPB5669B) and Shri Pabitra Kumar Rath (PAN: AGKPR5219G) Date of Hearing: June 26, 2015 Appearances: Noticee: Shri Sidhartha Kumar Barik For SEBI: Mr. N Murugan, Assistant General Manager Mr. Saroj Kumar Sahu, Assistant General Manager -

1.1 Real Vision International Limited (hereinafter referred to as 'RVIL' or 'the company') having its registered office at Plot No-N-6/432, 2nd Floor, in front of Allahabad Bank, IRC Village, Nayapalli, Bhubaneshwar-751015, Orissa-751015, was incorporated on June 18, 2010, with RoC, Orissa, with CIN No. as CIN: U70101OR2010PLC012138.

1.2 On receipt of information from investors alleging non-payment of their invested money by RVIL and subsequent enquiry by SEBI, it was observed that RVIL allotted Redeemable preference shares (hereinafter referred to as RPS) of face value Rs. 10/-each to 136 persons in the Financial Year 2010-11, to 10,716 persons in the Financial Year 2011-12 and to 980 persons in Financial Year 2012-13 and collected a total amount of Rs. 21,18,65,380. 1.3 Since the above said issuance of RPS was found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act"); the Companies Act, 1956, SEBI passed an interim order dated March 20, 2015 (hereinafter referred to as interim order) and issued directions mentioned therein against RVIL and its Directors/Promoters viz., Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath. 2.1 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. RVIL has made an offer of RPS and collected money to the extent of Rs. 21,18,65,380 from the public by issuing preference shares to them, as shown in the following Table. No.1 Table 1 Financial Date of Number of Number of Amount raised Year Allotment Allottees RPS (in Rs.) 2010-11 30-Nov-2010 136 399350 3993500 30-Apr-2011 935 1493180 14931800 22-July-2011 1253 1941070 19410700 18 -Jan -2012 1830 4684730 46847300 10-Feb-2012 68 293500 2935000 2011-12 22-Feb-2012 361 587550 5875500 16-Mar-2012 4512 5989078 59890780 16-Mar-2012 9 51000 510000 26-Mar-2012 739 37100 371000 31-Mar-2012 1009 3016840 30168400 02-Apr-2012 49 46950 469500 06-Apr-2012 49 210600 2106000 10-Apr-2012 49 55300 553000

Financial Date of Number of Number of Amount raised Year Allotment Allottees RPS (in Rs.) 14-Apr-2012 49 215000 2150000 18-Apr-2012 49 199550 1995500 23-Apr-2012 49 105600 1056000 27-Apr-2012 49 128180 1281800 02-May-2012 49 102050 1020500 07-May-2012 49 142500 1425000 2012-13 11-May-2012 49 96100 961000 15-May-2012 49 49750 497500 19-May-2012 49 177300 1773000 22-May-2012 49 129100 1291000 26-May-2012 49 138860 1388600 29-May-2012 49 222000 2220000 02-June-2012 49 83600 836000 06-June-2012 49 186100 1861000 09-June-2012 49 161200 1612000 13-June-2012 49 168200 1682000 18-June-2012 49 75200 752000 Total 11,832 2,11,86,538 21,18,65,380

2.2 The Offer of RPS was a deemed public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, Accordingly, the resultant requirements under Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3) of the Companies Act, were not complied with by RVIL. 2.3 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated March 20, 2015 with immediate effect. a. RVIL shall forthwith cease to mobilize any fresh funds from investors through the offer of RPS or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; b. RVIL and its Directors/Promoters, viz. Shri Sudhir Kumar Behera (DIN:02052368, PAN: AHTPB4511B), Shri Ashok Pattnaik (DIN:02669340, PAN:AFVPP6295E), Shri Sidhartha Kumar Barik (DIN:03101857, PAN: APSPB9232Q), Shri Bidesi Behera (DIN:03355781, PAN:AQJPB1669H), Shri Devi Prasad Mohanty (DIN:03549440, PAN:APNPM2950D), Shri Rashmi Ranjan Mohanty (DIN:05102958, PAN: AJGPM6875J), Shri Prasanna Kumar Nayak (PAN: AIFPN1886Q), Shri Sukanta Biswal (PAN:AJKPB5669B) and Shri Pabitra Kumar Rath (PAN: AGKPR5219G) 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. RVIL and its abovementioned Directors/Promoters, 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. RVIL shall provide a full inventory of all its assets and properties; e. RVIL's abovementioned Directors/Promoters shall provide a full inventory of all their assets and properties; f. RVIL and its abovementioned Directors/Promoters shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the offer of RPS, without prior permission from SEBI; g. RVIL and its abovementioned Directors/Promoters shall not divert any funds raised from public at large through the offer of RPS, which are kept in bank account(s) and/or in the custody of RVIL; h. RVIL and its abovementioned Directors/Promoters shall furnish complete and relevant information within 21 days from the date of receipt of this Order.

3.1 RVIL and its abovementioned Directors/Promoter, by the said interim order, were given opportunity to file their reply, within 21 days from the date of receipt of the said interim Order. The order further stated that the concerned persons may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard. 4.1 Service of interim order: The copy of the said interim order was sent to the above mentioned entities by letter dated March 20, 2015 through registered post acknowledgement due. While letter to Mr. Sidhartha Kumar Barik and Shri Prasanna Kumar Nayak were delivered, letters to RVIL and other Directors/Promoters of the company viz. Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Sukanta Biswal returned undelivered and letter to Shri Pabitra Kumar Rath has neither been returned undelivered nor has any reply been received from him. 4.2 Subsequently, vide letter dated May 14, 2015 all the persons against whom the above said interim order was passed, were intimated that they shall be given opportunity of personal hearing on June 26, 2015. While letter to Mr. Sidhartha Kumar Barik, Shri Prasanna Kumar Nayak and Shri Pabitra Kumar Rath were delivered, letters to RVIL and other Directors/Promoters of the company viz. Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Bidesi Behera, Shri Rashmi Ranjan Mohanty, Shri Sukanta Biswal returned undelivered and letter to Shri Devi Prasad Mohanty had neither been returned undelivered nor had any reply been received from him.

4.3 Subsequently, vide notification dated June 21, 2015, published in newspaper The Times of India (West Bengal Edition), notification dated June 25, 2015, published in newspaper The Times of India (Bhubaneswar Edition), and notification dated June 21, 2015 published in local vernacular newspaper The Samaja, RVIL and the Directors/Promoters were notified by SEBI that they will be given the final opportunity of being heard on June 26, 2015 at the time and the venue mentioned therein. 5.1 Hearing and submissions: Shri Sidhartha Kumar Barik vide letter dated April 15, 2015 sought for extension of time of 30 days for filing reply. Subsequently, vide letter dated May 21, 2015, he filed his reply. He stated that:- i. he was promoter, holding only 1 percentage of the shares which was also transferred by him on November 1, 2011. ii. he has resigned from the Company long back. He took all efforts to stop the illegal business. However, with small shareholding he could not stop Shri Sudhir Kumar Behera who became MD again on October 13, 2011. Thereafter, he resigned from the Company. 5.2 Shri Sidhartha Kumar Barik appeared on June 26, 2015 and made oral submissions reiterating the contents of his letter dated May 21, 2015. He sought further time for filing written submissions.

Vide undated letter received by SEBI on July 16, 2015, Shri Sidhartha Kumar Barik further submitted that:- i. He was a partner of partnership firm, Real Vision Construction. The purpose of the partnership firm was to do business in construction. Later on, Real Vision Construction made an agreement to do the work of transportation of Fly Ash of Bhusan Energy Ltd., Dhenkanal, Odisha. The partners of Real Vision Construction motivated him to join Real Vision International Ltd. He agreed to join as a director in RVIL only to do the work of transportation but not to accept any public money. He was requested to serve for the company as a subscriber to the memorandum by subscribing a minimum share of 1%, required for forming the Company. He was asked by the Board to associate with Real Vision Intelligence agency, a man power agency working in Sambalpur district, Odisha. For discharging this duty he got a monthly emolument from the company. ii. He came to know that the board of directors are issuing RPS. He along with some other directors tried to stop this practice. All these information are available with ROC. iii.

He transferred his shareholding on November 1, 2011. Thereafter, he held several meetings, for example, in Suryansu Hotel in Bhubaneshwar on November 12, 2011, in Bhadrak, Soro, Markona etc., to convince people not to deposit money in the Company. However, he could not motivate the public. He resigned from the company on January 11, 2012. 5.3 The Company or other directors/promoters did not avail the opportunity of hearing. However, Shri Prasanna Kumar Nayak vide his letter dated March 31, 2015 had made his submissions pursuant to the interim order. Though major part of that reply is unintelligible, it appears that he is denying the allegations against him. 6.1 I have considered the allegations, and material on record. On perusal of the same the following issues arise for consideration. Each question is dealt with separately under different headings.

1. Whether the company came out with the Offer of RPS? 2. If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3), the Companies Act,1956? 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed? 7.1 Whether the company came out with the Offer of RPS?: I have perused the interim order dated March 20, 2015 for the allegation of Offer of RPS. The company, its directors/promoters have not disputed the said issuance by way of any oral or written representations. 8.1 On perusal of the documents/ information obtained from the 'MCA 21 Portal', lists of allottees provided by the director of the company, Shri Sudhir Kumar Behera vide letter dated August 25, 2014, copies of Form 2 and Balance Sheet for FY 2010-11 provided by RoC, Cuttak vide its letter dated August 25, 2014, I find that RVIL allotted RPS of face value Rs. 10/- each to 136 persons in the Financial Year 2010-11, to 10,716 persons in the Financial Year 2011-12 and to 980 persons in Financial Year 2012-13 and collected a total amount of Rs. 21,18,65,380 as shown in the above Table No. 1. 8.2 If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3), the Companies Act,1956?: The provisions alleged to have been violated and mentioned in Issue No.2 are applicable to the offer made to the public. Therefore the primary question that arises for consideration is whether the issue of preference shares covered in Issue No 1 is a ‘public issue’. At this juncture, reference may be made to sections 67(1) & (3) of the Companies Act, 1956: "67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner.

(2)any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitations to subscribe for them extended to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” 8.3 The following observations of the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & ORs. Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011) (hereinafter referred to as the 'Sahara Case'), while examining the scope of Section 67 of the Companies Act, 1956, are worth consideration:- "84.

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

Resultantly, after 13.12.2000, any offer of securities by a public company to fifty persons or more will be treated as a public issue under the Companies Act, even if it is of domestic concern or it is proved that the shares or debentures are not available for subscription or purchase by persons other than those receiving the offer or invitation. (Emphasis supplied). 8.4 Section 67(3) provides for situations when an offer is not considered as offer to public. As per the said sub section, if the offer is one which is not calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation {(section 67(3)(a)}, or, if the offer is the domestic concern of the persons making and receiving the offer {(section 67(3)(b)}, the same are not considered as public offer. Under such circumstances, they are considered as private placement of shares and debentures. It is noted that as per the first proviso to Section 67(3) Companies Act, 1956, the public offer and listing requirements contained in that Act would become automatically applicable to a company making the offer to fifty or more persons.

8.5 In the instant case, since the offer of RPS has been made by RVIL and allotment to more than 49 persons in every instance(except one) in the financial year 2010-11 and 2011-12, the offer of RPS falls within the first proviso of section 67(3) of Companies Act,1956.

8.6 As far as each allotment in the financial year 2012-13, the allotment has been made to 49 persons. The perusal of the above tables clearly shows that RVIL made allotment to 49 persons 20 times. I further find that RVIL allotted as many as 7 times in the month of April 2012, eight times in May 2012, five times in June 2012. The sheer proximity in time of allotment and the periodicity of splitting the allotment within the month, by deliberately keeping the number of allottees below the statutory minimum, shows that the Company wantonly made repeated allotments to less than fifty persons in order to make an false appearance as if offer and allotment of RPS is a private placement, to evade the process of law and detection. Therefore, I find that the offer and allotment of RPS falls within the first proviso of section 67(3) of Companies Act, 1956. Thereby, such issues are deemed to be public issues and were mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 8.7 As far as the issuance to 9 persons on March 16, 2012 during 2011-12, reference may be made to Sahara Case, wherein it was held that under Section 67(3) of the Companies Act, 1956, the "Burden of proof is entirely on Saharas to show that the investors are/were their employees/workers or associated with them in any other capacity which they have not discharged."

In respect of issuance to 9 persons on March 16, 2012 during 2011-12, the Company or the directors have not placed any material that the allotment to 9 persons was in satisfaction of section 67(3)(a) or 67(3)(b) of Companies Act, 1956 i.e., it was made to the known associated persons or domestic concern. Therefore, I find that the said issuance cannot be considered as private placement. 8.8 In terms of section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, containing disclosures as specified. Section 2(36) of the Companies Act read with section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'. As per the aforesaid Section 2(36), “prospectus” means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate.

8.9 The allegation of noncompliance of the above provisions was not denied by the company or directors or the promoters. Neither the company nor the directors and promoters, produced any record to show that RVIL has issued Prospectus containing the disclosures mentioned in section 56(1) of the Companies Act, 1956, or filed a Prospectus with ROC or issued application forms accompanying the abridged prospectus. Therefore, I find that, RVIL and its directors and promoters are responsible for the failure to issue prospectus and have not complied with Section 56(1), 56(3) and 60 of the Companies Act, 1956. 8.10 Further, by making a deemed public issue, RVIL had to compulsorily list such securities in compliance with section 73 of the Companies Act, 1956. As per section 73(1) and (2) of the Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt within the stock exchange and if permission has not been applied for or not granted, the company is required to forthwith repay with interest all moneys received from the applicants.

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

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

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

The purpose of refund in such cases as per law, is to protect the investors who have parted their money without having any opportunity of exit and without full disclosures about the Company which deprives their informed consent. 9.4 Reference may also be made to the ratio of the Hon’ble High court of Madras in Madhavan Nambiar vs Registrar Of Companies (2002 108 Comp Cas 1 Mad) which observed “In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal. So also the treatment for such violations as stipulated in the Companies Act, 1956”. 9.5 SEBI also has powers under section 11 and 11B of the SEBI Act to pass direction of refund along with interest. The Hon’ble Bombay High court in B.P.Plc (Formerly B.P.Amoco Plc) vs SEBI, (2002 (4) Bom CR 79), held that that SEBI has powers to award interest in exercise its power under section 11 and 11B of SEBI Act, as stated below:- “Applying the principles regarding award of interest as has been held by the Apex Court in Secretary, Irrigation Department vs. G.C.Roy (supra) to the effect "a person deprived of the use of money to which he is legitimately entitled to has a right to be compensated for the deprivation, call it by any name.

It may be called "interest, compensation or damages," the investors are entitled to be compensated by way of interest for delayed payment. Under these circumstances we find no substance that there is no power to award such an interest.”

9.6 In view of the provisions of law, RVIL its Directors/Promoters viz., Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, are responsible for the noncompliance of the above provisions. From the available information as per the Form 32, the details of the appointment and resignation of all the directors are given in the Table below:

Table 2 S. No. Name of the Directors Date of Appointment Date of Resignation Sudhir Kumar Behera 18/06/2010 Continuing 1 2 Ashok Kumar Pattnaik 18/06/2010 Continuing 3 Sidhartha Kumar Barik 18/06/2010 11/01/2012 4 Bidesi Behera 01/07/2011 21/03/2013 5 Devi Prasad Mohanty 01/07/2011 10/01/2012 6 Rashmi Ranjan Mohanty 01/07/2011 Continuing

9.7 Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty and Shri Rashmi Ranjan Mohanty were serving as directors while the impugned issues and allotments were made. 9.8 Therefore, these directors and the Company, is responsible for the issue of RPS in violation of law and regulations and hence co-extensively responsible along with the Company for making refunds along with interest. 9.9 The fact that Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty resigned on January 11, 2012, March 21, 2013, January 10, 2012 respectively, does not take away their liability for the violations committed by them. Therefore, the resignations of Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty do not affect their liability as persons responsible for the issuance of RPS. 9.10 The liability of the company to repay under section 73(2) of the Companies Act, 1956 is continuing and such liability continues till all the repayments are made. Therefore, the directors who join subsequent to some instances of the impugned public issuances are also officers in default in not making the refund, if the company does not repay the money collected, as mandated in section 73(2) of the Companies Act, 1956. Therefore, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty are also officers in default and responsible for refund along with interest on the basis of their continuing liability.

These directors also have not exercised necessary diligence after joining as directors in the Company. Though Shri Sidhartha Kumar Barik stated that he came to know that the board of directors are issuing RPS and he along some other directors tried to stop this practice, there is nothing on record to substantiate his claim of having informed the ROC. Neither did they make any attempts to report the wrongdoings of the company to appropriate authorities after joining. 10.1 Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, being the directors are also the signatories to the Memorandum and Articles of Association dated June 16, 2010, as promoters of the Company. Shri Prasanna Kumar Nayak, Shri Sukanta Biswal, Shri Pabitra Kumar Rath though not directors are promoters as per the Memorandum and Articles of Association. 10.2 In terms of Section 62 of the Companies Act, every person who is a director of the company at the time of the issue of the prospectus and every person who is a promoter of the company, are liable to pay compensation to every person who subscribes for any shares or debentures on the faith of the prospectus for any loss or damage he may have sustained by reason of any untrue statement included therein.

Further, for the purpose of the said section, the expression “promoter” means a promoter who was a party to the preparation of the prospectus or of the portion thereof containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company. It is clear that promoters are liable for mis-representation. 10.3 Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, being the directors in the capacity as promoters and Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath as promoters by not issuing Prospectus containing the disclosures mentioned in section 56(1) of the Companies Act, 1956 are also liable to the shareholders for refund along with interest. 10.4 I further note that RVIL, its abovementioned Directors and Promoters have not furnished complete and relevant information as on the date of this order as directed in the interim order. Thereby they have not complied with the interim order. SEBI may take appropriate action as per law for this non-compliance.

10.5 In view of the foregoing, the natural consequence of not adhering to the norms governing the issue of securities to the public and making repayments as directed under section 73(2) of the Companies Act, 1956, is to direct the RVIL and its Directors/promoters, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, to refund the monies collected, with interest to such investors. In view of the violations committed by the Company and its directors and promoters, to safeguard the interest of the investors who had subscribed to such preference shares issued by the Company and to further ensure orderly development of securities market, it also becomes necessary for SEBI to issue appropriate directions against the Company and the other noticees. 11.1 In view of the foregoing, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with Sections 11(1), 11(4), 11A and 11B thereof hereby issue the following directions: a) The Company, namely, Real Vision International Limited and its Directors/ Promoters, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, shall forthwith refund the money collected by the Company through the issuance of RPS, including the money collected from investors, till date, pending allotment, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment. b) The repayments and interest payments to investors shall be effected only through Bank Demand Draft or Pay Order.

c) Real Vision International Limited and its present management is permitted to sell the assets of the Company only for the sole purpose of making the repayments including interest, as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. d) The Company, namely, Real Vision International Limited and its Directors/Promoters, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily (in Oriya) with wide circulation, detailing the modalities for refund, including details of contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect. e) After completing the aforesaid repayments, Real Vision International Limited and its Directors/Promoters, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, shall file a report of such completion of repayment with SEBI, within a period of three months from the date of this order, certified by two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. For the purpose of this Order, a peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India ("ICAI"). f) Real Vision International Limited and its Directors/Promotres, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, are directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form.

g) In case of failure of Real Vision International Limited and its Directors/Promoters, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, to comply with the aforesaid directions, SEBI, on the expiry of the three months period from the date of this order,- i. shall recover such amounts in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/directors and the persons/officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company. h) Real Vision International Limited and its Directors/Promoters, Shri Sudhir Kumar Behera, Shri Ashok Pattnaik, Shri Sidhartha Kumar Barik, Shri Bidesi Behera, Shri Devi Prasad Mohanty, Shri Rashmi Ranjan Mohanty, Shri Prasanna Kumar Nayak, Shri Sukanta Biswal and Shri Pabitra Kumar Rath, are directed not to, directly or indirectly, access the securities market, by issuing prospectus, offer document or advertisement soliciting money from the public and are further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order, till the expiry of 4 years from the date of completion of refunds to investors as directed above.

The above said directors are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, or any intermediary registered with SEBI from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors. i) The above directions shall come into force with immediate effect. 12.1 This Order is without prejudice to any action, including adjudication and prosecution proceedings that might be taken by SEBI in respect of the above violations committed by the Company, its promoters, directors and other key persons. 12.2 Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action. 12.3 A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/concerned Registrar of Companies, for their information and necessary action with respect to the directions/restraint imposed above against the Company and the individuals.

PRASHANT SARAN Date : December 10, 2015 WHOLE TIME MEMBER Place: Mumbai SECURITIES AND EXCHANGE BOARD OF INDIA