Order in the matter of M/s Weird Infrastructure Corporation Ltd

WTM/PS/24/NRO/JULY/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under Sections 11 and 11B of Securities and Exchange Board of India Act, 1992 In the matter ofWeird Infrastructure Corporation Limited In respect of Weird Infrastructure Corporation Limited, Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera and Mr. Harish Chandra Date of Hearing: February 10, 2015 and March 10, 2015 Appearance: Mr. Bichitra Nandan Muni, Advocate, Mr. Kali Charan Maity, Advocate, Mr. Harish Chandra. For SEBI: Ms. Anitha Anoop, Deputy General Manager, Mr. Narendra Rawat, Deputy General Manager, Mr. Pradeep Kumar, Assistant General Manager and Ms. Meenakshi Jayant, Assistant General Manager. 1. Securities and Exchange Board of India (hereinafter referred to as 'SEBI'), had pursuant to a preliminary enquiry into non-compliances with the public issue norms stipulated under the provisions of the Companies Act, 1956 including Sections 56, 60 [read with Section 2(36)]and 73 thereof by the company, Weird Infrastructure Corporation Limited(hereinafter referred to as 'WICL' or 'the Company') in respect of offer and issuance of Secured Non-Convertible Redeemable Debentures (hereinafter referred to as 'NCD'), issued an ex-parteinterim order dated September 24, 2014 (hereinafter referred to as 'the interim order') against the Company and its directors including Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera and its debenture trustee namely Mr. Harish Chandra(hereinafter collectively referred to as 'noticees').

2. As per the interim order, the Company had issued and allotted 1,62,794 NCDs of face value of 1,000 each aggregating to about 16.28 crore. The interim order also mentioned the following:

“… … the Offer of NCDs is stated to have been made on a private placement basis, yet, it is observed that through the same, WICL issued and allotted 1,62,794 NCDs and mobilized approximately Rs. 16.28 Crores as on March 31, 2012. I feel it is an eminently reasonable conclusion to draw from the aforesaid facts that the Offer of NCDs would have also been subscribed several times over the threshold for a private placement i.e. 49 persons, for attaining the mobilization of Rs. 16.28 Crores. I therefore, find that the Offer of NCDs was nothing but a public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956.” The interimorder further observed that “… the Offer of NCDs would prima facie qualify as a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, which has been elucidated by the Hon'ble Supreme Court of India in the Sahara Case. In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, Section 67 of that Act, so far as it relates to issue and transfer of securities, shall also be administered by SEBI.” 3. In view of such alleged contraventions committed by the Company and its directors, to safeguard the investors and to prevent the Company from further carrying on with its fund mobilizing activity under its offer and issue of NCD, the following directions were issued vide the interim order : "... ...

9. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and 11B of the SEBI Act read with the Debt Securities Regulations and the Debenture Trustee Regulations, hereby issue the following directions – i. WICL shall not mobilize funds from investors through the Offer of NCDsor through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. WICL and its present Directors, viz. Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Bhabagrahi Behera including its past Directors, viz. Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh and Mr. Bajrang Lal Bohara, are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iii. WICL and its abovementioned Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in teh securities maretk, either directly or indirectly, till furtehr directions; iv.

WICL shall provide a full inventory of all its assets and properties; v. WICL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. WICL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the offer of NCDs, without prior permission from SEBI; vii. WICL and its abovementioned present Directors shall not divert any funds raised from public at large through the offer of NCDs, which are kept in bank account(s) and/or in the custody of WICL viii. ...

ix. The Debentures Trustee, viz. Shri Harish Chandra, is prohibited from continuing with its present assignment as a debenture trustee in respect of the Offer of NCDs of WICL and also from taking up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, form the date of this order till further directions; 10. The above directions shall take effect immediately and shall be in force until further orders. ... ... 12. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against WICL and its abovementioned Directors, its Debentures Trustee, viz. Shri Harish Chandra, in accordance with law." 4. The interim order advised the Company and its directors, Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera and the Debenture Trustee viz. Mr. Harish Chandra 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.

5. The interimorder forwarded to the Company, Mr. Avijit Chaterjee, Mr. Sanjay Kumar Das and Mr. Gopal Dalapatireturned undelivered.Attempts were made to serve the interim order by way of affixture at the Company's registered office address. However, it was found that no such company existed at the address as mentioned in RoC records. Later the interim order was delivered to Mr. Avijit Chaterjeeand the same was affixed on the last known address of Mr. Sanjay Kumar Das and Mr. Gopal Dalapati. A public notice dated December 21, 2014, was also issued in this regard.

6. The noticees namely Gopal Dalapati and Sanjay Kumar Das vide respective letters both dated December 27, 2014, submitted that they had resigned from the Company on August 27, 2010 and that they were the directors of the Company only for a period of three months. They also requested for a copy of the interim order and requested for an extension of 60 days time for replying to the interim order. Gopal Dalapati vide his another letter dated December 24, 2014, submitted that he was only a namesake director of the Company for a limited period of approximately six months and had resigned with effect from August 27, 2010. He also submitted a copy of the Form 32 in support of his submissions, which was taken on record.

The Company vide its letter dated January 02, 2015, replied to the public notice of SEBI and requested for a copy of the interim order.The Company was provided with a copy of the interim order vide letter dated January 09, 2015.Mr. Harish Chandra vide his letter dated October 30, 2014 requested for 30 days time to reply to the interim order. Vide another letter dated November 27, 2014, he replied to the interim order.

7. Before proceeding further with the matter, an opportunity of personal hearing was granted to the noticees on February 10, 2015. However, the noticee namely Sanjay Kumar Das vide his letter dated February 02, 2015, requested for an extension of four months for submitting the reply. Harish Chandra vide his letters dated January 27, 2015 and February 05, 2015, requested for re-scheduling of the personal hearing.

8. On the date fixed, Mr. Bichitra Nandan Muni, Advocate appeared for the Company and other noticees namely Mr. Avijit Chatterjee, Mr. Jadunath Jena and two other persons namely Mr. Sachin Kumar Thakur and Mr. Sanatan Banerjee (stated to be the new directors of the Company).The advocate submitted that the management of the Company has been changed and the new directors are Mr. Sachin Kumar Thakur and Mr. Sanatan Banerjee. He also submitted that the Company would comply with the directions stated in interim order. He filed the list of assets of WICL alongwith the copies of the title deeds of properties (13 in number) and balance sheet for 2010-2011 and 2011-2012.Mr. K.C. Maity appeared for the personal hearing on behalf of the noticees namely Mr. Bhabagrahi Behera, Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, and made oral submissions.

During the course of personal hearing, the advocate, Mr. Bichitra Nandan Muni was advised to provide the correct addresses of the Company for correspondence. In reply to the same,he orally provided the addresses of the Company located at‘Mau’-Uttar Pradesh, Bihar and Kolkata. The advocate was also asked to submit the copies of the resolution passed by the Board of WICL with regard to the issuance of debentures, details with regard to the creation or modification of charge for the same, prospectus or any other documents/ details filed with regard to the debentures issued by the aforesaid company including terms for issuance of debentures, complete list of the allottees, balance sheet for the financial years 2009-10, 2010- 2011, 2011-2012, 2012-2013, 2013-2014 and full inventory of all the assets and properties of the Company and its directors. For submitting the said details, the noticees were granted fifteen days time and the matter was adjourned.However, no details were submitted by the Company.

Later, another opportunity of personal hearing was granted to the noticees on March 10, 2015. On this date, Harish Chandra appeared for himself and made submissions;Mr. Bichitra Nandan Muni appeared for the noticees namely Avijit Chatterjee, Jadunath Jena; Mr. K.C. Maity appeared for Bhabagrahi Behera, Sanjay Kumar Das, Gopal Dalapati and made oral submissions. Mr. Bichitra Nandan Muni filed written submissions on behalf of Avijit Chatterjee and Jadunath Jena, which were taken on record.

Harish Chandra also filed the written submissions, which weretaken on record. No appearance was made on behalf of the Company and the documents which were asked from the Company on February 10, 2015, remains unfiled.

9. The submissions of the noticees in brief are as under: i. Mr. Sanjay Kumar Das (vide letters dated January 19, 2015, February 02, 2015 and February 28, 2015) and Mr. Gopal Dalapati (vide letters dated February 04, 2015 and March 02, 2015) submitted as under: a. They came to know about the interim order through the public notice in the newspaper. b. The Company was incorporated on June 04, 2010 and they had resigned from the Company with effect from August 27, 2010. c. As per the interim order, the debentures were issued by WICL pursuant to a resolution passed at a meeting of the Board of Directors dated October 15, 2010 and the same was registered with the concerned RoC on December 14, 2010. On these dates, theywerenot the Director of the Company. d. Vide letters dated February 18, 2015, both of themhad communicated to the persons/directors of the new management of the Company i.e. Mr. Somonath Santra, Mr. Sachin Kumar Thakur, Mr.Sekh Ramajan Ali and Mr. Sanatan Banerjee regarding the issues and/or question raised by SEBI. However, no reply has been received from these persons.

ii. Mr. Jadunath Jena vide his letter dated February 02, 2015, replied to SEBI and submitted that he had resigned from the Company on May 26, 2014. It was submitted that he has no knowledge of issuance of notice/ orders against him and requested for a copy of the interim order.

iii. The representative ofMr. Avijit Chatterjeevide his letter dated March 10, 2015 submitted that he had resigned from the Company w.e.f. January 13, 2015.

iv. Mr. Bhabagrahi Behera vide his letters dated February 04, 2015 and March 02, 2015, submitted that: a. He was an active director of the Company from June 24, 2012 to May 25, 2014 and had resigned on May 26, 2014. b. He has no reference/knowledge of issuance of the interim order against him.He had resigned from the Company as it used to pay irregular remuneration to him.He was not involved in any financial activity borne out by WICL. c. The documents as sought in the hearing dated February 10, 2015 are neither related to him nor available with him. d. On February 18, 2015, he had communicated with the persons/directors of the new management of the Company i.e. Mr. Somonath Santra, Mr. Sachin Kumar Thakur, Mr. Sekh Ramajan Ali and Mr. Sanatan Banerjee regarding the issues and/or question raised by SEBI. However, no reply has been received from these persons.

v. Ms. Sunita Bohara vide her letter dated February 04, 2015, submitted that the noticee namely Mr. Bajrang Lal Bohra had died on November 26, 2013. It was also submitted that she had no connection with the matter and was not aware of the same. She requested for expunging the name of her husband from the matter.

vi. Mr. Harish Chandra vide his letter dated November 27, 2014, submitted as under: a. The Board of Directors of WICL in a meeting held on October 15, 2011 had approved issuance of NCDs of 40 crores. The said issue was on private placement basis. The NCDs were to be secured by mortgage of specified assets of the Company. b. For the said NCDs, the Company appointed him as Debenture Trustee vide the Debenture Trust deed dated October 15, 2011. He being an employee of the Company had been advised by the management to sign the Trust Deed. He had signed the said Trust Deed without going into the details therof. He had never worked as Debenture Trustee and had no knowledge of rules and regulations relating to the appointment and duties of Debenture Trustee. The appointment was more of contractual in nature and not at all statutory in nature. c. As he was not comfortable with the appointment, he had made efforts by offering resignation vide letter dated April 11, 2012. Later, he received a letter from one Mr. Masrus Ahmed Basheer on May 24, 2012, requesting for the NoC in respect of his appointment as Debenture Trustee for the said offer of NCDs. The same was forwarded on May 30, 2012, however, the same was returned undelivered. d. WICL in its Board Meeting had accepted his resignation from trusteeship. Vide letter dated July 09, 2012, WICL had confirmed him about the acceptance of his resignation and discharging him from obligations. e. Vide letter dated April 03, 2013, WICL had intimated him that no debentures from the series of NCDs have been issued andthat the board of directors of WICL had decided not to issue any debenture in near future and also stated that the said issue had been cancelled/ aborted. Vide this letter WICL had requested him to release the NoC for filing satisfaction of charge with RoC, Kanpur. The same was done by him for the said NCDs of 40 crore. The Trust Deed was never effectuated as the title deeds of the properties of WICL made/ marked against the said NCDs were not handed over to him. f. He was not paid any consideration for the said position and his mandate had automatically terminated upon non creation of security by WICL as contemplated in the said Trust Deed.

10. I have considered the interim order, submissions of the noticees, the documents furnished and the material available on record. I note that: a. The Company was incorporated on June 04, 2010, with the RoC, Kanpur, Uttar Pradesh with CIN No. – U45400UP2010PLC040911. The registered office of the Company is at Pathak Complex, Pathak Puram Colony, Post – Ambedkar Univesity, Rai Bareilly Road, Lucknow – 226025, Uttar Pradesh. b. The present directors of the Company are Mr. Sekh Ranjan Ali, Mr. Sachin Kumar Thakur, Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr. Amrendra Prasad Singh. c. Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Babugrahi Behera, Mr. Sanjay Kumar Das, Mr. Chand Mohan Ghosh, Mr. Gopal Dalapati and Mr. Bajrang Lal Bohrawere the earlier directors of the Company.

11. I note that none of the noticees have replied on the merits of the case except the debenture trustee namely Harish Chandra. The Company has not disputed the observations and the allegations made against it and its directors in the interim order. The interim order alleged that the Company had issued and allotted 1,62,794 NCDs and mobilized about 16.28 crores as on March 31, 2012, without complying the ‘public issue’ norms stipulated under Sections 56,

60 read with Section 2(36) and 73 of the Companies Act, 1956 and the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as 'Debt Securities Regulations'). The interim order had also alleged that the Company, by issuing NCDs to more than 49 persons, had made a public issue in terms of the first proviso to Section 67(3) of the Companies Act, 1956. It has also been noted that the NCDs were issued pursuant to the resolution passed by Board of Directors of the Company at a meeting held on October 15, 2011. In this regard, I note the following observations made in the interim order. "b. From the brochure circulated by WICL for the Offer of NCDs, it is observed that the invitation for subscription to the Offer of NCDs extended to "Individuals, Trusts, Corporate Bodies, Minors (through Guardians), Institutions, Mutual Funds, HUFs, and Co-operative Bodies". Such a generalized category of investor(s) cannot be said to satisfy the condition of specificity as required under Section 67(3) of the Companies Act. ... ... d. In view of the aforesaid, the Offer of NCDs would prima facie qualify as a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, which has been elucidated by the Hon'ble Supreme Court of India in the Sahara Case. In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, Section 67 of that Act, so far as it relates to issue and transfer of securities, shall also be administered by SEBI."

In the absence of any reply or proof from the Company with regard to the allegations made in the interim order that the issue of NCDs was done through a private placement and that the number of allottees were less than 49, it has to be presumed that the issue of NCDs of the Company was a 'public issue' in terms of first proviso to Section 67(3) of the Companies Act, 1956. As the issue of NCDswas a deemed public issue, the Company was required to comply with the legal provisions governing such public issue including Section 60 of the Companies Act, 1956 (filing prospectus with Registrar and other requirements) and state in the prospectus, the matters stipulated under Section 56 thereof. Further, the Company was also mandated to comply with Section 73 of the Companies Act, 1956, which mandates listing and dealing with such shares on a stock exchange. I also note that a company while making a public issue of debentures is required to comply with the applicable stipulations including those pertaining to listing of the debt securities proposed to be issued, disclosures in the offer document, filing of draft offer document, advertisements, price discovery through book-building, minimum subscription, underwriting and redemption, in accordance with the Debt Securities Regulations.

12. I also note from the Form 20B (Form for filing annual return) filed by the Company with the RoC that 1,62,794 NCDs were issued till March 31, 2012 and the value of these was about

16.28 crore. A perusal of the balance sheet for the financial year 2011-2012, reveals that the value of NCDs issued by the Company till March 31, 2011 was 2,23,39,359.As per the list of debenture holders attached with the 'Form of Annual Return' it is noted that the Company had issued debenture to about 597 persons.The very number of investors to whom the Company has issued NCDs and mobilised funds, confirms the finding that the issue of NCDs was a ‘public issue’ of such securities in terms of the first proviso to Section 67(3) of the Companies Act, 1956.

13. It is observed that thebalance sheets were available only for the financial year2011 and 2012. The balance sheets for further years were not submitted by the Company inspite of specifically asking for these. I note that these details are also not available on the 'MCA 21 portal'. The representative of the Company was specifically asked on February 10, 2015, during the course of personal hearing, to submit the balance sheet for the financial years starting from 2009- 2010 till 2013-2014.A letter dated February 19, 2015, with respect to the same was also issued to the Company, which was returned undelivered. However, till date these details or the other details as asked during the course of personal hearing dated February 10, 2015, have not been submitted by the Company. The authorised representative of the Company who appeared on February 10, 2015, appeared before SEBI on March 10, 2015 and represented Mr. Avijit Chatterjee and Mr. Jadunath Jena. However, he stated that he was not representing the Company anymore.

Further, as per the balance sheet of the Company, the Company had mobilised about 16.28as on March 31, 2012. However the fixed assets of the Company have been shown to be only 6,30,26,594 (tangible assets: 3,12,88,960; non tangible assets: 2,40,000; non-current investments: 3,14,97,634) and the current assets of 13,34,09,281 (out of the current assets 10,24,90,413 are short term loans and advances).

14. The interim order has also alleged that the Company failed to comply with sections 117B and 117C of the Companies Act, 1956. The relevant portion of the said sections are reproduced below for reference: "117B. APPOINTMENT OF DEBENTURE TRUSTEES AND DUTIES OF DEBENTURE TRUSTEES (1) No company shall issue a prospectus or a letter of offer to the public for subscription of its debentures, unless the company has, before such issue, appointed one or more debenture trustees for such debentures and the company has, on the face of the prospectus or the letter of offer, stated that the debenture trustee or trustees have given their consent to the company to be so appointed..." "117C. LIABILITY OF COMPANY TO CREATE SECURITY AND DEBENTURE REDEMPTION RESERVE (1) Where a company issues debentures after the commencement of this Act, it shall create a debenture redemption reserve for the redemption of such debentures, to which adequate amounts shall be credited, from out of its profits every year until such debentures are redeemed." There is no material on record to arrive at a finding that it has set up a Debenture Redemption Reserve. Accordingly, the Company is found to have contravenedSections 117B and 117C of the Companies Act, 1956.

15. The Company failed to comply with the Sections 56, 60 read with Section 2(36), 73, 117B and 117C of the Companies Act, 1956 and also of the provisions of the Debt Securities Regulations, which regulates the offer and issue of securities, including the issuance of NCDs. Accordingly, the natural consequence of not adhering to the norms governing the issue of securities to the public is to direct the Company and its promoters/ directors to refund the monies collected with interest to such investors. Further, in view of the violations committed by the Company/ its directors, to safeguard the interest of the investors who had subscribed to theNCDs issued by the Company, it becomes necessary for SEBI to issue appropriate directions against the Company, its promoters and directors.

16. I note that SEBI hadalso received various investor complaints against the Company and its directors wherein allegationswere made that the promoters of the Company had collected amounts running into thousands of crores from the gullible and innocent public by adopting and putting in place devious 'ponzi schemes'. Copies of these complaints were also forwarded to the Company vide letter dated February 18, 2015, however, all these had returned undelivered. A perusal of these investor complaints reveals that the Company has continued the issuance of NCDs in the years 2012 and 2013, the details of which, were never filed with the RoC. I have seen the copies of the 'debenture certificates' enclosed with the investor complaints, which bears the signatures of Mr. Jadunath Jena as director and Mr. Chand Mohan Gosh as authorised signatory and promises the rate of interest payable as 15%.

I note that the investor complaints majorly relate to the non receipt of investment proceeds or the monthly returns. The complainants have enclosed the copies of post-dated cheques for monthly income plans. A complaint dated November 07, 2014, also alleges that the promoters and directors of the Company are selling the assets of the Company with a motive to evade and avoid the regulatory mechanism. The investors have also informed about a clipping from the newspaper 'Prabhat Khabar' on May 15, 2014, wherein a company, 'G.R. Agro Project Limited' had announced that it has taken over past and future assets and liabilities of the WICL. Another investor complaint dated February 16, 2015, alleged that WICL was compelling its investors to convert the amount invested into the schemes of one 'Prasar Kisan Credit Producer Company Limited'.

17. I note that the interim order was issued against the directors of the Company, namely Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera. As per the available records Mr. Sanjay Kumar Das, Mr. Gopal Dalapati and Mr. Chand Mohan Ghosh had ceased to a director since August 27, 2010. It is noted that Mr. Avijit Chatterjee and Mr. Jadunath Jena became the directors of the Company on August 27, 2010 and ceased to be the directors since January 13, 2015 and May 26, 2015. Mr. Bhabagrahi Behera became the director of the Company on June 24, 2012 and had ceased to be the director since May 26, 2014.

It is seen that Sanjay Kumar Das, Chand Mohan Ghosh and Gopal Dalapati were the original subscribers of the equity share capital of the Company and were also appointed as directors of the Company at the time of its incorporation. It is also noted from the Article of Association and the Memorandum of Association filed with RoC that Sanjay Kumar Das had also signed on behalf of four (4) companies (namely Weird Agro Products Private Limited, Weird Infratech Private Limited, Weird Industries Limited and Weird Pharmaceuticals Limited were also the original subscribers of the equity share capital of WICL). Sanjay Kumar Das, Gopal Dalapati and Chand Mohan Ghoshhad ceased to be the directors of the Company since August 27, 2010. I note that as per the Form 20B (Form for filing annual return) filed for the period ending March 31, 2012, the list of the shareholders was as follows: Name No. of shares held Sanjay Kumar Das 3,500 Gopal Dalapati 2,500 Weird Agro Products Pvt. Limited 13,000 Chand Mohan Ghosh 2,500 Weird Infratech Pvt. Limited 13,000 Weird Industries Limited 2,500 Weird Pharmaceuticals Limited 13,000

From the same, it can be seen that Sanjay Kumar Das, Gopal Dalapati and Chand Mohan Ghosh had held the shares of the Company even after their resignation. I also note from the copy of 'debenture certificates' forwarded by few investors that the same bears the signature of Mr. Chand Mohan Gosh as authorised signatory. These details suggest that even after ceasing to be a director of the Company, these three had played an important role in the Company and are responsible for the affairs of the Company.

Mr. Jadunath Jena, Mr. Avijit Chatterjeeand Mr. Bajrang Lal Boharahad become directors of the Company on August 27, 2010.Mr. Jadunath Jena and Mr. Avijit Chatterjee had ceased to be the directors of the Company since May 26, 2015 and January 13, 2015 respectively.I also refer to the copies of 13 sale deeds owned by WICL (submitted to show the assets of the Company), submitted by Mr. B.N. Muni who appeared as authorised representative of the Company during the course of personal hearing on February 10, 2015. On perusal of the copies of sale deeds, it is observed that such properties were acquired during the period of 2010-2012 and Mr. Avijit Chatterjee had signed on behalf of WICL.Further the explanatory statement to the notice of Extra-ordinary General Meeting on November 26, 2010, finds mention that 'Mr. Avijit Chaterjee has been associated with the Company since inception and looking after its day to day activities and has acquired adequate knowledge and exposure.' The same leaves no doubt that Mr. Avijit Chatterjee had also played an important role in the Company.I also note that Mr. Bhabagrahi Behera had ceased to be the director of the Company sinceMay 26, 2014.

Considering the above, I note that Mr. Jadunath Jena, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara and Mr. Bhabagrahi Behera were the directors of the Company when the impugned offer and allotments of NPS were made to the public. It can therefore be concluded that Mr. Jadunath Jena, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara and Mr. Bhabagrahi Behera being the persons in-charge of the affairs and policies of the Company, were responsible for the contraventions committed by the Company as found above. For such violations, appropriate directions need to be issued to the above directors.Further, the above directors are 'officers in default' and were liable in terms of Section 73(2) of the Companies Act, 1956 to make the repayments to investors. However, the above directors failed to do so. As the liability to make the repayment under Section 73 is jointly and severally on the company and its directors who are officers in default, the above directors should also be directed along with the Company to make the repayments along with interest at 15% from the date when the repayments became due till the date of actual payment.

At this stage, I note that the wife of Mr. Bajrang Lal Boharahas submitted to SEBI that he had expired on November 26, 2013. I have seen the copy of the 'death certificate' dated November 27, 2013, in this regard.

18. From the information available from the MCA website, the Company has following directors: DIN Name Date of Appointment 2803464 Mr. Bimal Kumar Jha 21/02/2015 3346913 Mr. Rakesh Kumar 21/02/2015 5309921 Mr. Sekh Ranjan Ali 12/05/2014 6432050 Mr. Amrendra Prasad Singh 21/02/2015 6560350 Mr. Sachin Kumar Thakur 12/05/2014 6630049 Mr. Somnath Santra 12/05/2014 6685477 Mr. Sanatan Banerjee 12/05/2014

It is noted that Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr. Sekh Ranjan Ali, Mr. Amrendra Prasad Singh, Mr. Sachin Kumar Thakur, Mr. Somnath Santra and Mr. Sanatan Banerjeeare the current directorsin the Company. Being the present directors in the Company, they are also under liability to make repayments to investors in terms of Section 73 of the Companies Act, 1956. In view of the same, SEBI is advised to issue a show cause notice to these for any further appropriate directions in case the Company and directors fail to refund the amounts collected from investors against offer and/or allotment of NCDs.

19. The interim order has observed that “…, WICL appointed Shri Harish Chandra as Debenture Trustee for the Offer of NCDs by that company. It is also observed that the Board of Directors of WICL appeared to have cancelled the appointment of the aforesaid Debenture Trustee through a resolution passed in the Board Meeting held on April 3, 2013”.The interim order alleged that Mr. Harish Chandra had contravened the provisions of Section 12(1) of the SEBI Act, as he had acted as the unregistered debenture trustees. In terms of the Section 12(1) of the SEBI Act "No... trustee of trust deed ... shall buy, sell or deal in securities except under, and in accordance with, the conditions of a certificate of registration obtained from the Board in accordance with the regulations made under this Act". It is a fact that Harish Chandra is not registered with SEBI in the capacity as ‘Debenture Trustee’. Accordingly, he is responsible for the contravention of Section 12(1) of the SEBI Act read with SEBI (Debenture Trustees) Regulations, 1993.

I have considered the 'Debenture Trust Deed' made on October 15, 2011, wherein Mr. Harish Chandra had agreed to act as 'Trustee' for the debenture holders of the Company. The deed statedthat the Company had proposed to issue 'series of debentures' totalling 40 crore and created an equitable mortgage of four properties to secure the issue of debentures. The trust deed has been signed by Mr. Avijit Chatterjee, on behalf of the Company in the presence of Mr. Jadunath Jena. Mr. Harish Chandra has argued that the referred 'trust deed' was never effectuated as the security creation in favour of him was never executed. He also said that the title deeds of the properties of WICL were not made/ marked against the said NCDs and the same were not handed over to him. It has also been said that he had submitted his resignation to the Company vide letter dated April 11, 2012 and the Company had confirmed him about the acceptance of his resignation and his discharge from the obligations. Along with his submissions, he has also submitted acopy of another 'Trust Deed' dated June 15, 2012, wherein it has been recorded that after acceptance of the resignation of Mr. Harish Chandra, Mr. Masrur Ahmed Basheer has been appointed as 'Debenture Trustee'. This trust deed also bears the signature of Mr. Avijit Chatterjee as director of the Company. Mr. Harish Chandra has relied upon the letter dated April 03, 2013 issued by the Company (copy submitted along with the submissions dated November 27, 2014),signed by Mr. Avijit Chatterjee,that no secured debenture in terms of the debenture trust deed dated October 15, 2011, have been issued by the Company. Vide this letter the Company requested Harish Chandra to release the charge created on October 15, 2011, on the land and other assets of the Company, for securing the debenture issue of 40 crores.

The submissions, if considered in the light of the discussions in earlier paragraphs reveals that the Company in its balance sheet for the year ended March 31, 2012, had shown the 'long term borrowing' as 16,27,94,215 (value of debentures) as on March 31, 2012. The same also bears the signatures of Mr. Avijit Chatterjee and Mr. Bhabagrahi Behera in the capacity of the directors of the Company. Considering the same, the submission of Harish Chandra that no secured debentures have been issued by the Company cannot be accepted. Further, the list of debenture holders also confirms that the Company had issued debentures.In view of the same, I find no merits in the argument of Mr. Harish Chandra and I find that he has acted asan unregistered 'debenture trustee'.

Further, from the trust deed dated June 15, 2012 (submitted by Mr. Harish Chandra), it is noted Mr. Masrur Ahmed Basheer became the 'debenture trustee' for the issue of NCDs of the Company from this date. SEBI needs to inquire into the status of Mr. Masrur Ahmed Basher as a debenture trustee and initiate action if such appointment was in violation of any law/ rule/ regulations.

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 withSections 11 and 11B thereof hereby issue the following directions: a. The Company,Weird Infrastructure Corporation Limited, Mr. Sanjay Kumar Das [PAN: AGUPD3964E], Mr. Gopal Dalapati [PAN: AEFPD9926H], Mr. Chand Mohan Ghosh [PAN: AJFPG5051P], Mr. Avijit Chatterjee[DIN: 03170582], Mr. Jadunath Jena [PAN:ANUPJ8465D], Mr. Bhabagrahi Behera [PAN: ASWPB3847N],Mr. Sekh Ranjan Ali [DIN: 5309921], Mr. Sachin Kumar Thakur [DIN: 6560350], Mr. Somnath Santra [DIN: 6630049], Mr. Sanatan Banerjee[DIN: 6685477], Mr. Bimal Kumar Jha [DIN: 2803464], Mr. Rakesh Kumar [DIN: 3346913] and Mr. Amrendra Prasad Singh[DIN: 6432050]jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Secured Non-convertible Debentures (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 NCD, 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 in cash through Bank Demand Draft or Pay Order. c. The Company/its present management is permitted to sell the assets of the Company only for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalised Bank.

d. The Company shall issue public notice, in all editions of two National Dailies (one English and one Hindi) 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,Weird Infrastructure Corporation Limited and its promoters and directors includingMr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Bhabagrahi Behera,Mr. Sekh Ranjan Ali, Mr. Sachin Kumar Thakur, Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal Kumar Jha, Mr. Rakesh Kumar and Mr. Amrendra Prasad Singh,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. In case of failure of Weird Infrastructure Corporation Limited and its promoters and directors includingMr.

Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera,Mr. Sekh Ranjan Ali, Mr. Sachin Kumar Thakur, Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr. Amrendra Prasad Singh, 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. 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.

The Company is restrained from accessing the securities market for the purposes of raising funds with immediate effect. h. Thepromoters and directors of the Company includingMr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Jadunath Jena and Mr. Bhabagrahi Beheraarerestrained 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 to the investors, as directed above. i. Weird Infrastructure Corporation Limited and its promoters and directors includingMr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Bhabagrahi Behera,Mr. Sekh Ranjan Ali, Mr. Sachin Kumar Thakur, Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr. Amrendra Prasad Singhare also directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form. j. Mr. Harish Chandra shall not offer himself to be engaged as debenture trustees or in any capacity as an intermediary in the securities market, without obtaining a certificate of registration to undertake that assignment as required under law.

Further, he is restrained from accessing the securities market and are further restrained from buying, selling or dealing in securities, in any manner whatsoever, for a period of four (4)years. k. The proceedings as against Mr. Bajran Lal Bohara stands abated.

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

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

24. As mentioned above, SEBI may inquire into and initiate separate proceedings against Mr. Masrur Ahmed Basheerfor the contravention of SEBI (Debenture Trustees) Regulations, 1993 and Section 117B and 117C of the Companies Act, 1956. SEBI may also examine the role of the Companies namely G.R. Agro Project Limited and Prasar Kisan Credit Producer Company Limited, in the light of the investor complaints.

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

26. 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 : July24th, 2015 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA