Order in the matter of M/s Rich Infra Developers India Ltd

Under Sections 11(1), 11B and 11(4) of the Securities and Exchange Board of India Act, 1992 read with Regulation 65 of the SEBI (Collective Investment Schemes) Regulations, 1999 in the matter of Rich Infra Developers India Limited (CIN: U70100RJ2011PLC035842) and its Directors viz., Mr. Harvinder Pal Singh (PAN:ABPPS4178P), Mr. Gurpreet Singh Sidhu (PAN: ATAPS7417G), Mr. Parampreet Singh Sidhu (PAN:BCWPS1318C) and Mr. Baljinder Preet Singh (PAN:BBJPS5825E).

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") received a complaint dated May 11, 2013 alleging that Rich Infra Developers India Ltd (hereinafter referred to as “RIDIL”) was giving huge returns to investors towards the investments in the Company.

2. As a matter of preliminary examination into whether or not RIDIL is carrying on the activities of 'collective investment scheme' (hereinafter referred to as "CIS") in terms of Section 11AA of the SEBI Act, 1992 (hereinafter referred to as "SEBI Act"), SEBI vide letter dated August 01, 2013 inter alia, sought the following information from RIDIL regarding its business activities viz.,:

i. Memorandum and Articles of Association of RIDIL as filed with the Registrar of Companies('RoC') ii. Details of all past and present Promoters/Directors and key managerial personnel iii. Sample Copies of Brochure, Application forms, certificates, and Agreement/contracts pertaining to the schemes of RIDIL. iv. Details of regulatory approvals obtained, if any: v. Structure/ terms and conditions of the schemes, vi. Number of investors and amounts collected under various schemes, vii. Copies of Annual Returns, Income Tax Returns, audited Balance Sheet and Profit & Loss Accounts of RIDIL. since incorporation as filed with RoC,

3. In response thereto, RIDIL vide letter dated August 19, 2013 submitted the documents such as Memorandum and the Articles of Association; details of the past and present directors; sample Application Form; brochures with payment plans of its projects; Certificate of Registration as Promoter from Punjab Urban Planning & Development Authority, Patiala ('PUDA"); Copy of Application for Certificate of Registration of Promoters filed with Town and Country Planning, Shimla; audited financial statements; Annual Returns and Income Tax Returns.

4. Meanwhile, SEBI received another complaint vide email dated August 26, 2013 who had invested `6.2 lakhs in RIDIL alleging that the Company failed to repay the amount on maturity. The complainant also stated that there are several other investors from Odisha who had deposited `12 lakhs in the Company and they did not receive repayment from the company.

5. As the information provided by RIDIL was not complete with respect to investor details and amount mobilization, SEBI vide reminder dated September 02, 2013 advised RIDIL to provide the information within 7 days from the receipt of the letter. In response thereto, RIDIL vide letter dated September 17, 2013 sought time upto October 15, 2013 to submit the details sought by SEBI. Subsequently, RIDIL vide letter dated October 15, 2013 stated that they have already furnished the details of investors to SEBI. However, it is pertinent to mention that SEBI did not receive any details of investors of RIDIL.

6. Thereafter, on November 11, 2013, the complainant informed SEBI that customers received their investment amount/refund from RIDIL.

7. In January 2014, SEBI received an RTI application wherein the applicant informed that RIDIL is offering fixed deposits to investors with annual returns of 12% to 25% on the investment. The applicant also informed that if investors were not able to get refund of their deposits, then the Company was offering land in lieu of the amount equivalent to the deposits made by the investor. The applicant enclosed a copy of the Agreement of the Company, Registration Letter, Agreement to Sell and payment receipt issued by the Company.

8. SEBI vide letter dated May 01, 2014 informed RIDIL and its Directors that the information provided earlier by the Company did not include schemes seeking deposits from public for farming and development of agricultural land. The Company was advised to provide the information sought within seven days of receipt of the letter. RIDIL vide letter dated May 12, 2014 sought 15 days time to submit the details sought by SEBI.

9. In reply to the SEBI's letter dated May 01, 2014 RIDIL, inter alia, furnished the following information/documents: i. Memorandum and Articles of Association (MoA); ii. Details of Directors; iii. The List of brochures of projects, application forms and terms and conditions(agreements); iv. The payment plans for different projects; v. Copies of Audited financial statements and Income Tax Returns.

10. RIDIL vide letter dated June 06, 2014, made the following submissions: i. "... We are not involved in the activities of collecting money from general public. We are dealing in real estate activities i.e., selling of plots/flats/farm houses/commercial shops/agriculture land/residential properties, etc., which are being sold to prospective customers/buyers. We receive earnest money/booking amount/token amount against sale/booking of the said properties. ii. The Company had not launched any scheme and no funds have been collected as fixed deposits from public as the company is a real estate company. The Company also does not do contract farming on behalf of customers. The company do the development work on the common area of the land/plot/housing complex etc of the project which are offered.

11. In addition to the above submissions, RIDIL also furnished a list of 66 customers to whom the Company made refunds between August 2013 and May 2014.

12. As the information/ documents furnished by RIDIL was inadequate, SEBI vide email dated July 10, 2014 sought the following additional information: i. Title deeds pertaining to properties owned by RIDIL. ii. Status of plotting or construction of the various projects of the Company. iii. Sample Application forms, allotment letters, and registered sale deeds for ten investors. iv. Details of all investors including their contact details.

v. Details of Plan RLS2-068/34448 (furnished by the Complainant) along with allotment letter and agreement to sell.

13. Meanwhile, SEBI received a complaint dated July 15, 2014 alleging that Rich Infra is promising huge returns or an option to take land. The money invested is for the development of the land; however, the land could be located anywhere in India. The complainant enclosed sample application form, registration letter, allotment letter and 'Agreement to sell'.

14. RIDIL vide letter dated July 17, 2014 submitted sale deeds evidencing ownership of land for some of their projects. However, the Company did not submit information sought by SEBI regarding details of investors, amount mobilized and details of Plan RLS2-068/34448.

15. As no reply was received from RIDIL, SEBI vide email dated July 24, 2014, and reminder July 25, 2014 advised the Company to submit the information sought by SEBI at the earliest. Further, SEBI also sought details regarding plan Rich Life/RLQ012 and plan Rich Link/RLS072 obtained from the Company website.

16. RIDIL vide email dated August 26, 2014 sought 15 days time to submit the information sought by SEBI. However, RIDIL has failed to submit the information sought with respect to specific plans offered by the Company and has not submitted the information till date.

17. The material available on record i.e. correspondences exchanged between SEBI and RIDIL, along with the documents contained therein, submissions made by RIDIL, and the complaints from investors and the documents furnished by them have been considered. In this context, the issue for determination is whether the mobilization of funds by RIDIL through its "Plans" offered to public fall under the ambit of „collective investment scheme‟ provided in Section 11AA of the SEBI Act.

18. On an examination of the same, it is prima facie observed: A. RIDIL (CIN:U70100RJ2011PLC035842) was incorporated on July 13, 2011 having its Registered Office at O-12/B-2, Gupta Mansion, Keshav Path, Ahimsa Circle, C- Scheme, Jaipur, Rajasthan.

B. The Directors of RIDIL are Mr.Harvinder Pal Singh, Mr.Gurpreet Singh Sidhu, Mr.Parampreet Singh Sidhu and Mr.Baljinder Preet Singh.

C. RIDIL collects funds from the public for the scheme of 'sale of plots of land and its development'. The amounts are collected for the scheme by offering „One Time Payment Plan‟ and 'Regular Payment Plan'.

D. As per the brochure furnished by the complainant, RIDIL has launched many Plans viz., Rich Link, Rich Life, Rich Elite, Rich Smart Child, Rich MAIO. Under each of the plans, there are several Payment Options such as Rich Life – II Regular payment Option for 3 years, RICH LIFE II Regular Payment Option for 7 years, RICH LIFE II Regular Payment Option for 9 years etc. Following are the details of one of the above plans as seen in the brochure:

RICH LIFE II Regular Payment Option For 3 Years PLAN CODE RLM2-036 RLQ2-012 RLH2- RLY2- 006 003 Plot Cost of Monthly Quarterly H Yearly Yearly Consideration Discount Buy Accide Size Plot Amount Amount in Back ntal (sq.ft) Annually Yearly Value Death Mode Help* 180 18,000 500 1455 2,850 5,640 6,000 360 21,065 18,000 360 36,000 1,000 2910 5,700 11,280 12,000 720 42,130 36,000 36,000 360,000 10,000 29,100 57,000 112,800 120,000 7,200 421300 200,000

E. It is observed from the brochure and from the table above that RIDIL offers buy back guarantee to all the investors/buyers. It is also observed that plots will be allotted anywhere in India and the RIDIL offers to allocate a property that is geographically close to the customer‟s residence.

F. The buyers/investors who are interested in the various plans of the Company are made to execute a 'Land/Plot Agreement' with RIDIL. The important aspects noted in the 'Land/Plot Agreement (Application Form)‟ are reproduced as under:

WHEREAS RIDIL is engaged in the business of Real Estate and Development and maintenance of agricultural land at various places.

WHEREAS RIDIL is in the process of making arrangements/has made arrangements for purchasing/procuring the land, forming part of various plans launched by RIDIL, with clear and marketable title and with possession, which forms a part of the various plans launched by RIDIL.

WHEREAS the Buyer by means of an Application, which is the basis of this agreement and which contains the salient terms and conditions of the various plans, has expressed desire of buying the said agricultural land and also opted to have the same developed by RIDIL.

WHEREAS the BUYER has requested RIDIL to arrange for the sale of the said agricultural land in his/her/their favour, and to develop and maintain the same by rendering various services in accordance with the said plan, in which RIDIL possesses the requisite expertise and skill.

1. SALE OF PLOTS : The Buyer shall be entitled for allotment of said property and subsequent transfer of title and possession of the same in his favour by means of a registered sale deed…Since fragmentation into smaller size of said property may not be practicable, feasible or permissible…the Buyer shall have the requisite share along with other allottees/transferees in a particular piece of land. Accordingly, symbolic possession of the plots shall be handed over to the buyer immediately after Registration of relevant sale deed...

2. PRELIMINARY WORK

RIDIL or it s nominee shall procure and install bore wells, open wells, and water points and install motors, pump sets, irrigation and main pipeline…electrical installation and temporary sheds/structures.

3. POSSESSION The Customer shall be owner in vacant physical possession of the plot at all times, after execution of registered sale deed. The Company shall enter upon the plot only for the limited period for the purpose of undertaking development of the plot, as per the terms of this agreement between the customer and the company in that regard. ….. The overall security of the Plot shall, however, be the responsibility of the Company till the expiry of the development period of Plan opted for by the customer….."

4. IRRIGATION SYSTEM The Company shall provide such irrigation system as it may deem appropriate, which shall be part of the overall irrigation system, depending upon the nature of soil, crop pattern of the plot, etc, in consonance with the expert advises received by RIDIL.

5. FERTILIZATION RIDIL upon planting the saplings, plants, crops, trees etc. over the aforesaid plot, shall use necessary fertilizers, pesticides etc. as it may deem appropriate.

6. SALE OF YIELD Unless specifically otherwise directed by the Customer, RIDIL shall be responsible for arranging the sale of the produce, if any, out of the said property, on behalf of the Buyer. For the purposes of arranging the sale of the produce as aforesaid, RIDIL shall have the sole discretion to decide as to whether the produce shall be sold in the wholesale market and/or in the semi-wholesale market, and/or to one or more marketing Company, or may decide to sell it to any other market which the Company may consider appropriate for the sale of a particular grade of the produce.

7. SALE PRICE

The task of sale of the produce, undertaken by RIDIL under the provision of the aforesaid clause 9, shall be subject to the condition that depending upon the grade of the produce harvested from the plot, market conditions and other relevant factors, the Company may decide to sell the produce at such price which it may deem fit and reasonable in the circumstances prevailing at that point of time. It shall be the endeavour of the company to sell the product at the best prevailing prices and terms. The customer shall accept the net sale proceeds, so obtained by the company from the sale of the said produce as final and no dispute shall be raised in respect of the same.

8. WASTAGE Both the Company and the customer agree that in process of arranging for sale of the produce, if any pursuant to the aforesaid clause 9, there will normally be a percentage of wastage at the time of harvesting, grading and handling before the delivery/sale. The Company shall keep such percentage of wastage at such nominal levels as practicable and this shall be applicable to every harvest in general without any reference to the produce harvested."

9. SALE OF DEVELOPED PROPERTY The buyer has the right to retain or sell the said property, as he/she may deem fit, on expiry of the tenure of this Agreement. To facilitate easy liquidity, RIDIL provides to buyers the marketing services for sale of said developed property. In case the Buyer intending to avail RIDIL marketing service for selling/disposing off his/her said property shall submit an application…authorizing RIDIL to sell his/her developed property

G. After execution of the 'Land/Plot Agreement‟, RIDIL issues a 'Plot/Land Registration Letter' in favour of the buyer/investor which entitles the buyer/investor for certain sq.ft of plot and the buyer/investor is entitled to the realizable value of the plot at the end of the maturity period. Following are noted from two registration letters enclosed with complaints.

Payment Option RICH LINK/RLS2-068 Agreement Term 5 years 8 months No.of instalments 1 Instalment Amount Rs.5,000 Plot Size 50 sq.ft

Guaranteed Buy Back Value of Plot on possession Date Rs.10,000

Payment Option RICH LINK/RLS2-068 Agreement Term 5 years 8 months No.of instalments 1 Instalment Amount Rs.2,00,000 Plot Size 4000 sq.ft Consideration Value at maturity Rs.4,05,457

H. From the copy of the Registration Letter provided by the complainant, it is noted that RIDIL allotted a plot of 4000 sq.ft for a consideration of `2,00,000/- under its Plan RICH LINK/RLS2-068. At the end of the term i.e. 6 years, the investor is entitled to an amount of `4,05,457/- as 'Consideration Value at the time of maturity'. However, there are no specifications as to the plot/the details to identify the property mentioned in the Registration Letter.

I. After assigning a Registration No. to the buyer/investor, RIDIL issues a „Plot Allotment‟ letter to the investor. Following are noted from a „Plot Allotment‟ letter enclosed with a complaint. Area (sq.ft) 4000 Plot No. A1 Khasra No. 584 (43*27*38*32) Village Bhadiar

J. The terms and conditions mentioned in the „Plot Allotment‟ letter are reproduced below: 1. The sale deed in respect of plot allotted to you will be executed and registered shortly. 2. After the execution and registration of the title deeds, the same will be kept in the custody of Company at Head Office, but however, you will have the right to see the original title deeds with prior intimation of atleast 15 days. 3. The Company will have the right to sell the allotted plot and in that event, you will be given alternative site at any other place.

K. Subsequent to the allotment of plot, RIDIL executes an „Agreement to Sell‟ between Company and the buyer/investor. Following are noted from two sample „Agreement to Sell‟ enclosed with complaints.

Plan Name RICH LINK-II/RLS2 -068 Plan Term 5 years 8 months No.of instalments 1 Instalment Amount Rs.5,000 Consideration value Rs.10,000 Plot Size 50 sq.ft Guaranteed Buyback value of Plot on the date of Possession Rs.10,000 Plan Name RICH LINK/RLQ012 Plan Term 3 years No.of instalments 12 Instalment Amount Rs.1,500 Consideration value Rs.18,000 Plot Size 360 sq.ft Guaranteed Buyback value of Plot on the date of Possession Rs.21,211

L. From the audited financial statements of the Company for the FY 2012-2013 and FY2011-2013, it is observed that the amounts received as advance from Customers had increased to ` 4.74crore in FY 2012-2013 from `5.72 lakhs in FY 2011-2012.

M. RIDIL has submitted brochures along with payment plans of several projects and sale deeds evidencing ownership of land in different places/districts of Punjab, Maharashtra, Gujarat and other states. It is noted from the Brochures and sample Application forms submitted by RIDIL that some of these projects belong to group companies of RIDIL. Further, the Certificate of Registration as Promoter from PUDA is for group Company Rich Infra India Ltd and is not of RIDIL. While RIDIL has submitted brochures of some of its projects, the Company has failed to submit any information or clarification regarding Plans such as Rich Life, Rich Link, Rich Elite, etc., where the Company is offering Buy back Value and Accidental Death benefit.

19. The aforementioned details of the various Plans towards the purchase and development/maintenance of plot offered by RIDIL have to be considered in light of Section 11AA of the SEBI Act, 1992. The aforesaid Section 11AA, which provides for the conditions to determine whether a scheme or arrangement is „collective investment scheme‟ reads as follows:

“(1) Any scheme or arrangement which satisfies the conditions referred to in subsection (2) or sub-section (2A) shall be a collective investment scheme. Provided that any pooling of funds under any scheme or arrangement, which is not registered with the Board or is not covered under the exemptions from CIS sub-section (3), involving a corpus amount of one hundred Crore rupees or more shall be deemed to be a collective investment scheme. (2) Any scheme or arrangement made or offered by any person under which, (i) the contributions, or payments made by the investors, by whatever name called, are pooled and utilized solely for the purposes of the scheme or arrangement; (ii) the contributions or payments are made to such scheme or arrangement by the investors with a view to receive profits, income, produce or property, whether movable or immovable from such scheme or arrangement; (iii) the property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors; (iv) the investors do not have day to day control over the management and operation of the scheme or arrangement.”

20. In the context of the abovementioned Section 11AA of the SEBI Act, the "Schemes" offered by RIDIL, is examined as under:

i. The contributions, or payments made by the investors, by whatever name called, are pooled and utilized solely for the purposes of the scheme or arrangement. RIDIL collects funds from the public through its scheme for 'sale of plots of land and its development'. The amounts are collected for the various Plans such as Rich Link, Rich Life, Rich Elite, Rich Smart Child, Rich MAIO, etc. An investor/buyer who is desirous of investing in the said scheme has to execute an Application form cum Land/Plot Agreement with RIDIL. After the execution of the Application Form cum Agreement, RIDIL issues a 'Registration Letter' in the favour of the buyer/investor. As per the „Land/Plot Agreement‟, it is noted that RIDIL is representing to the investors that it is engaged in the business of Real Estate and development and maintenance of agricultural land at various places. It is noted from the copy of „Registration Letter‟ and „Agreement to Sell' issued to one of the investors that there is no identified/demarcated plot/land. However, another document viz., 'Plot Allotment letter mentions the details such as Plot number, khasra number, etc. It is however, important to note that the company has retained with it an unfettered right to undo the allotment by sale of the same plot to some other investor and instead allot an alternative site at any other place. The relevant clause in the 'plot allotment letter' is mentioned in para 18. J. of this order. In other words, the allotment of plot is at best tentative in view of what has been stated above. The same is also stated in the brochure of the Company. The relevant para reads"...plot will be allotted anywhere in India but the company will try to allocate a plot that is geographically close to the customer's residence, ideally within a state or a radius of 250 kms, if possible". It is also noted from the audited financial statements of the Company for the FY 2012-2013, RIDIL had collected an amount of ` 4.74 crore towards 'advance from Customers'. Thus, it is clear that the contributions/payments are collected from the investors under the Schemes launched by RIDIL which is pooled and utilized for purchase and development of plots. In view of the aforesaid it is evident that the instant Schemes/Plans of RIDIL satisfies the first condition stipulated in Section 11AA(2) of the SEBI Act.

ii. The contributions or payments are made to such scheme or arrangement by the investors with a view to receive profits, income, produce or property, whether movable or immovable from such scheme or arrangement. The 'Registration letter' issued to an investor by RIDIL under its Plan RICH LINK/RLS072 indicates a 'Realizable Value of plot(s) at maturity‟ at the end of the term. Also, in the Agreement to Sell, for an investment of `18,000/- the investor/buyer is guaranteed buy back value of `21,211/- as returns. For instance, under the Rich Link- II (One Time Payment Option), if the buyer/investor is investing `5,000/- for a period of 10 years for a plot size of 50 sq. ft, after the term period of 10 years, the investor is entitled to a Buy Back Value of `17,352/. In addition, an Accidental Death

Help of `5,000/- is also offered to the investors. In the light of above, it is prima facie, observed that the investments are made by the buyers/investors with a view to receive returns from the schemes. Hence, I find that the instant scheme of RIDIL satisfies the second condition stipulated in section 11AA (2) of the SEBI Act.

iii. The property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors, and iv. The investors do not have day-to-day control over the management and operation of the scheme or arrangement. It is noted that the RIDIL agrees to allot the plots to the buyers/investors upon execution of the 'Application form cum Agreement'. It is noted from the „Payment Receipt‟, „Registration Letter‟, and „Land/Plot Agreement‟ furnished by the Complainant that there is no mention of precise details/specification of land/plot to be allotted to the investor. Even after the allotment, the Company reserves the right to sell the allotted plot and allot 'an alternative site anywhere else in India'. Thus, it is clear that even after the allotment, neither the ownership nor possession of the land is transferred to the buyer/investor. Apparently, the investments made by the applicants/investors are managed and utilised by RIDIL. From the „Land/Plot Agreement‟, it is noted that RIDIL make arrangements for purchasing/procuring the land and undertakes to develop the land, irrigate it, plant saplings, crops, trees and use fertilizers, pesticides on the crops and plants. It also undertakes to arrange for the sale of the produce from such land on behalf of the customer. RIDIL decides where to sell the produce and the price at which the same is to be done depending upon the grade of the produce and thereafter give the customer the 'net sale proceeds'. As per the said agreement, the customer has no role to play and has to merely accept whatever proceeds are given and shall raise no dispute. In light of these facts and circumstances, it is clear that the property, contribution or investment forming part of the Plans are managed by RIDIL on behalf of buyers/investors and the investors do not have any say whatsoever in the day-to-day management of the Plans. In view of the above, I find that the instant scheme/Plans satisfies third and fourth conditions stipulated in Section 11AA (2) of the SEBI Act.

21. In the light of the above analysis and examination, it appears that the schemes offered by RIDIL inviting investments from public, when considered in the light of the peculiar characteristics and features of such scheme, as discussed in the preceding paragraphs, prima facie satisfies all four conditions specified in Section 11AA (2) of the SEBI Act.

22. The main contention raised by RIDIL is "... We are not involved in the activities of collecting money from general public. We are dealing in real estate activities i.e., selling of plots/flats/farm houses/commercial shops/agriculture land/residential properties, etc., which are being sold to prospective customers/buyers. In this context, it is observed that RIDIL has been inviting applications for advance against plot/ land, for agricultural/residential/commercial purpose. As already mentioned in the preceding paragraphs, no plot/land is identified or distinguished by RIDIL either at the time of execution of the "Application Form cum Agreement" or at the time of issuing 'Registration Letter'. Though the 'Plot Allotment letter, mentions about the khasra number, village etc., allotted to the buyer/investor, however, as per the terms of the allotment, the Company has the right to sell plot to any other person and instead assign any other plot located anywhere else in India to the buyer/investor. Hence, it is apparent that that the schemes offered by RIDIL are nothing but a 'collective investment scheme' clothed in the guise of a real estate scheme. It is pertinent to note that the most essential feature of a real estate transaction which is a clearly distinguishable immovable property say, a flat or plot which is identifiable by its description, etc. is absent in the schemes offered by RIDIL or in any of the documents being executed in this connection.

23. Admittedly, RIDIL had mobilized funds from public in lieu of allotment of property and also claimed repayments made to some of the investors. However, the Company has failed to submit the relevant details of amount mobilized from these investors or a list of all its investors, despite being given several opportunities to do so.

24. It is pertinent to mention that as per the complaints received by SEBI, the schemes offered by RIDIL are Rich Life, Rich link, Rich Elite, Rich Smart Child, Rich MAIO, etc. However, these schemes are neither mentioned in RIDIL‟s website nor in the Company's brochures. Thus, there appears to be differences between the brochures submitted by RIDIL and the Complainant investor. It is noted from the brochures submitted by RIDIL that the Company claims to have executed several real estate projects. Notwithstanding this, I find that the schemes viz., Rich Life, Rich link, Rich Elite, Rich Smart Child, and Rich MAIO operated by RIDIL are in the nature of a „collective investment scheme‟ as defined in Section 11AA of the SEBI Act for reasons enumerated earlier in this Order.

25. I note that in terms of Section 12(1B) of the SEBI Act, "no person shall sponsor or cause to be sponsored or cause to be carried on a 'collective investment scheme' unless he obtains a certificate of registration from the Board in accordance with the regulations”. Regulation 3 of the SEBI (Collective Investment Schemes) Regulations, 1999 ("CIS Regulations") also prohibits carrying on CIS activities without obtaining registration from SEBI. Therefore, the launching/ floating/ sponsoring/causing to sponsor any 'collective investment scheme' by any 'person' without obtaining the certificate of registration in terms of the provisions of the CIS Regulations is in contravention of Section 12(1B) of the SEBI Act and regulation 3 of the CIS Regulations. It is noted that RIDIL has not obtained any certificate of registration under the CIS Regulations for its fund mobilizing activity from the public, under the schemes offered by it. Considering the above, I am of the view that RIDIL is prima facie engaged in fund mobilizing activity from the public, by sponsoring or launching 'collective investment schemes' as defined in Section 11AA of the SEBI Act without obtaining a certificate of registration from SEBI as required under Section 12(1B) of the SEBI Act and the CIS Regulations.

26. Further, the activity of illegal mobilization of funds by RIDIL through its schemes, prima facie, amounts to a fraudulent practice in terms of Regulation 4(2)(t) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market), 2003 ("PFUTP Regulations").

27. It is noted that RIDIL was advised to submit complete details regarding the schemes, details of total number of investors, details of the amount collected and the amounts repaid/ land registered in the names of investors since the schemes came into operation. However, RIDIL has not furnished this information to SEBI till date despite being given several opportunities to do so. When considered in the context of the abovementioned prima facie finding, the inescapable conclusion is that non-submission of the information with respect to its schemes to SEBI is nothing but an attempt by RIDIL to conceal the true nature and operation of its fund mobilizing activity. As RIDIL has not furnished relevant information mentioned above, facts and circumstances of the case warrant urgent measures to protect the interests of the investors otherwise irreparable injury may be caused to the investors.

28. In view of above, in exercise of powers conferred upon me under Sections 11(1), 11(4) and 11B of the SEBI Act read with CIS Regulations and PFUTP Regulations, hereby direct M/s.Rich Infra Developers India Limited (CIN:U70100RJ2011PLC035842) and its Directors viz., Mr.Harvinder Pal Singh (PAN:ABPPS4178P), Mr.Gurpreet Singh Sidhu (PAN: ATAPS7417G), Mr.Parampreet Singh Sidhu (PAN:BCWPS1318C) and Mr.Baljinder Preet Singh (PAN:BBJPS5825E): i. not to collect any fresh money from investors under its existing schemes; ii. not to launch any new schemes or plans or float any new companies to raise fresh moneys; iii. to immediately submit the full inventory of the assets including land obtained through money raised by RIDIL; iv. not to dispose of or alienate any of the properties/assets obtained directly or indirectly through money raised by RIDIL; v. not to divert any funds raised from public at large which are kept in bank account(s) and/or in the custody of RIDIL; vi. to furnish all the information/details sought by SEBI within 15 days from the date of receipt of this order, including,  Details of amount mobilized till date,  Scheme wise list of investors and their contact numbers and addresses,  Details of investors repaid with full addresses and telephone numbers etc.,  Details of charges created on its assets by the company,  Details of commission paid on amounts mobilized above,  Details of agents along with their addresses, etc.,  Audited Accounts for the last financial year

29. The above directions shall take effect immediately and shall be in force until further orders.

30. This order shall be treated as a show cause notice and RIDIL and its directors may show cause as to why the plans/ schemes identified in this order should not be held as a „collective investment scheme‟ in terms of the Section 11AA of the SEBI Act and the CIS Regulations and why appropriate directions under the SEBI Act and CIS Regulations, including directions in terms of Regulations 65 and 73 of the CIS Regulations should not be issued against them.

31. RIDIL and its abovementioned Directors may, within 21 days from the date of receipt of this Order, file their reply, if any, to this Order and 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.

Place: Mumbai S. RAMAN Date: March 31, 2015 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA