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

WTM/SR/NRO/70/09/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER ORDER Under Sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, against Weird Infrastructure Corporation Limited and its Directors, viz. Shri Sanjay Kumar Das (DIN: 02016573), Shri Gopal Dalapati (DIN: 01742768), Shri Chand Mohan Ghosh (DIN: 02013676), Shri Avijit Chatterjee (DIN: 03170582), Shri Bajrang Lal Bohara (DIN: 00490647), Shri Jadunath Jena (DIN: 03169961) and Shri Bhabagrahi Behera (DIN: 05113111); its Debenture Trustee, viz. Shri Harish Chandra.

1. Securities and Exchange Board of India ("SEBI") received a letter dated January 24, 2013, from the Reserve Bank of India ("RBI"), enclosing a brochure inviting subscription towards the Offer of Secured Non–Convertible Redeemable Debentures (Offer of NCDs) by Weird Infrastructure Corporation Limited ("WICL").

2.1 Vide letter dated March 12, 2013, SEBI advised WICL to furnish inter alia the following information in respect of the Offer of NCDs, viz. – i. Copies of resolution passed by the Board of the company with regard to issuance of debentures; ii. Details with regard to the creation or modification of charge for the same; iii. Prospectus or any other documents/details filed with regard to the debentures issued by the aforesaid company including terms for issuance of debentures; iv. List of allottees; v. Balance Sheet of the company for the Financial Years 2009–10 and 2010–11.

2.2 However, WICL did not reply to the abovementioned SEBI letter.

2.3 Thereafter, vide SEBI letters dated March 26, 2013; May 30, 2013 and July 4, 2013, WICL was once again advised to furnish the abovementioned information (sought vide SEBI letter dated March 12, 2013). However, the aforementioned letters (dated March 26, 2013; May 30, 2013 and July 4, 2013), which were issued to WICL at its Registered Office address, were returned as undelivered to SEBI.

3.1 Vide letter dated May 29, 2013, SEBI also sought the following information from the Registrar of Companies ("ROC"), Kanpur, viz. – i. Latest address of the registered office of the company; ii. Any other address for correspondence of the company, available on record; iii. Names of all the past and present Directors of the company since incorporation including period of directorship of each such Director, etc.; iv. Copies of Memorandum and Articles of Association, Annual Returns, Form No(s). 32, Balance Sheets, etc.

3.2 The ROC, Kanpur, provided information to SEBI through its reply dated June 13, 2013.

4. SEBI also received certain complaints dated April 11, 2014, May 22, 2014 and June 30, 2014, by investors against WICL, in respect of the Offer of NCDs.

5. The material available on record i.e. information obtained from the ROC, Kanpur; the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal' alongwith documents annexed with the abovementioned complaints dated April 11, 2014, May 22, 2014 and June 30, 2014 (as received from investors to the Offer of NCDs), have been perused. On an examination of the same, it is observed that – i. WICL was incorporated on June 4, 2010, with the ROC, Kanpur, Uttar Pradesh with CIN No. as U45400UP2010PLC040911. WICL has its Registered Office at Pathak Complex, Pathak Puram Colony, Post–Ambedkar University, Rai Bareilly Road, Lucknow–226025, Uttar Pradesh, India.

ii. The Directors in WICL are Shri Avijit Chatterjee, Shri Jadunath Jena and Shri Bhabagrahi Behera.

iii. Shri Sanjay Kumar Das, Shri Chand Mohan Ghosh, Shri Gopal Dalapati and Shri Bajrang Lal Bohara, who were earlier Directors in WICL, have since resigned.

iv. From the material available on record, it is observed that WICL issued Secured Non– Convertible Redeemable Debentures ("NCDs") in accordance with the following terms and conditions contained in the brochure:

a. "The offer is being made on a private placement basis and cannot be accepted by any person other than to whom it has been offered. Further, the offer cannot be transferred or renounce in anyone's favour. b. The application can be made for a minimum amount of 1000 and in multiples of 1000 thereafter. c. As the issue for NCDs is on private placement basis, no prior approval/rating is required from Government/SEBI and other statutory authorities. d. The debentures are being issued pursuant to the resolution passed at a meeting of Board of Directors of the Company at its meeting held on October 15, 2011. e. Size of the Issue: 40 Crore, with an option to retain oversubscription to be decided by Board of Directors. f. Allotment of NCDs will be made within 60 days from the date of receipt of application. g. Security: The NCDs will be secured by mortgage of specified assets of the company. h. Who Can Invest: Individuals, Trusts, Corporate Bodies, Minors (through Guardians), Institutions, Mutual Funds, HUFs and Co-operative Bodies."

MULTIPLIER SECURED DEBENTURE PLAN MA MB MC MD ME Redemption Period 3 Year 6 Years 8.5 Years 11 Years 13.5 Years Amount Payable per Debenture 100 100 100 100 100 Minimum No. of Debenture 10 10 10 10 10 Redemption Value 1500 2500 4000 6000 10000 Annualised Yield on Investments (%) 14.47 16.50 17.71 17.69 18.60 REGULAR INCOME SECURED DEBENTURE PLAN MINIMUM Redemption Annualised Yield Payable Period on Investment RA Debenture Amount ( ) 3 Years 15% Monthly 250 25000 11 Months v. Form 20B (Form for filing Annual Return – filed by WICL with the ROC in accordance with the provisions of the Companies Act, 1956, for the Financial year 2011–12), revealed that the company issued and allotted 1,62,794 NCDs of face value 1000 aggregating to 16,27,94,215.

6.1 In the context of the abovementioned details of the Offer of NCDs, the issue for determination in the instant matter is whether the mobilization of funds by WICL through the aforesaid Offer, is in accordance with the provisions of the SEBI Act, 1992 ("SEBI Act") read with the SEBI (Issue and Listing of Debt Securities), Regulations, 2008 ("Debt Securities Regulations"); the Companies Act, 1956 read with the Companies Act, 2013.

6.2 I note that the jurisdiction of SEBI over various provisions of the Companies Act 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. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & Ors. vs. SEBI (Civil Appeal no. 9813 of 2011) (Judgment dated August 31, 2012) (hereinafter referred to as the "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."

6.3 In this regard – i. Reference is also made to Sections 67(1) and 67(3) of the Companies Act, 1956, which are reproduced as under:

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

ii. While examining the scope of Section 67 of the Companies Act, 1956, the Hon'ble Supreme Court of India in the Sahara Case observed that:

"Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the “section of the public”. Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or otherwise as being a domestic concern of the persons making and receiving the offer or invitations. Section 67(3) is, therefore, an exception to Sections 67(1) and (2). If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. … Resultantly, if an offer of securities is made to fifty or more persons, it would be deemed to be a public issue, even if it is of domestic concern or proved that the shares or debentures are not available for subscription or purchase by persons other than those received the offer or invitation. … I may, therefore, indicate, subject to what has been stated above, in India that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …"

iii. In the instant matter, for ascertaining whether the Offer of NCDs is a public issue or an issue on private placement basis in accordance with Section 67 of the Companies Act, 1956, the number of subscribers is of utmost importance.

a. Although 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 162794 NCDs and mobilized approximately 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 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. 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. c. In addition, WICL is not stated to be a non-banking financial company or a public financial institution within the meaning of Section 4A of the Companies Act and therefore, is not covered under the second proviso to Section 67(3). 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.

6.4 I note that – i. From the abovementioned, it will follow that since the Offer of NCDs is a public issue of securities, such securities shall also have to be listed on a recognized stock exchange, as mandated under Section 73 of the Companies Act, 1956. In this regard, reference is made to Sections 73 of the Companies Act, 1956, of which sub-Sections (1), (2) and (3) are relevant for the instant case, which is reproduced as under:

"73. (1) Every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognised stock exchanges for permission for the shares or debentures intending to be so offered to be dealt with in the stock exchange or each such stock exchange. (1A) … (2) Where the permission has not been applied under subsection (1) or such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent, as may be prescribed, having regard to the length of the period of delay in making the repayment of such money. (3) All moneys received as aforesaid shall be kept in a separate bank account maintained with a Scheduled Bank 1 [until the permission has been granted, or where an appeal has been preferred against the refusal to grant such. permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub-section (2)]; and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees.”

ii. In the Sahara Case, the Hon'ble Supreme Court of India also examined Section 73 of the Companies Act, 1956, wherein it observed that – "Section 73(1) of the Act casts an obligation on every company intending to offer shares or debentures to the public to apply on a stock exchange for listing of its securities. Such companies have no option or choice but to list their securities on a recognized stock exchange, once they invite subscription from over forty nine investors from the public. If an unlisted company expresses its intention, by conduct or otherwise, to offer its securities to the public by the issue of a prospectus, the legal obligation to make an application on a recognized stock exchange for listing starts. Sub-section (1A) of Section 73 gives indication of what are the particulars to be stated in such a prospectus. The consequences of not applying for the permission under sub-section (1) of Section 73 or not granting of permission is clearly stipulated in sub-section (3) of Section 73. Obligation to refund the amount collected from the public with interest is also mandatory as per Section 73(2) of the Act.

Listing is, therefore, a legal responsibility of the company which offers securities to the public, provided offers are made to more than 50 persons."

iii. In the facts of the instant case, since the Offer of NCDs is prima facie a public issue in accordance with the provisions of the Companies Act, 1956, the same will attract the requirement of compulsory listing before a recognized stock exchange in terms of Section 73(1) of the Companies Act, 1956. Hence, it prima facie, appears that WICL has violated the provisions of Section 73(1) of the Companies Act, 1956, since it has failed to ensure listing of the securities issued under the Offer of NCDs with a recognised stock exchange.

iv. As per Section 73(2) of the Companies Act, 1956, the obligation to refund the amount with interest that was collected from investors under the Offer of NCDs is mandatory on WICL. In this regard, there is no evidence on record to indicate whether or not WICL has paid interest to the investors within 8 days under the Offer of NCDs, as per the aforesaid Section. In view of the same, I find that prima facie WICL has not complied with the provisions of Section 73(2) of the Companies Act, 1956.

v. Section 73(3) of Companies Act, 1956, says that all moneys received shall be kept in a separate bank account maintained with a Scheduled Bank and if default is made in complying with this sub-Section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees. In the instant case, there is no evidence on record to indicate whether or not funds received from the investors under the Offer of NCDs has been kept in separate bank account by WICL. In view of the same, I find that prima facie WICL has not complied with the provisions of Section 73(3) of Companies Act, 1956.

6.5 Under Section 2(36) read with Section 60 of the Companies Act, 1956, a company needs to register its prospectus with the ROC, before making a public offer or 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. As mentioned above, since the Offer of NCDs was made to fifty persons or more, it has to be construed as a public offer. Having made a public offer, WICL was required to register a prospectus with the ROC under Section 60 of the Companies Act, 1956. In the instant case, there is no evidence on record to indicate whether or not WICL has filed a prospectus. In view of the same, I find that prima facie WICL has not complied with the provisions of Section 60 of Companies Act, 1956.

6.6 Under 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 or debentures of a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Based on the material available on record, I find that WICL has not complied with the provisions of Section 56(1) and 56(3) of the Companies Act, 1956 and therefore prima facie, has violated the aforesaid provisions.

6.7 Under Section 117B of the Companies Act, 1956, no company shall issue a prospectus or a letter of offer to the public for subscription of its debentures, unless it 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. Further, under Section 117C of the aforesaid Act, where a company issues debentures, 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. Based on the material available on record, I find that WICL has not complied with the provisions of Sections 117B–C of the Companies Act, 1956 and therefore, has prima facie violated the aforesaid provisions.

6.8 It may be mentioned that as per Section 465(1) of the Companies Act, 2013, the Companies Act, 1956, "shall stand repealed". However, Section 465(2)(i) of the Companies Act, 2013, provides that:

"(2)Notwithstanding the repeal under sub-section (1) of the repealed enactments, - (a) anything done or any action taken or purported to have been done or taken, including any rule, notification, inspection, order or notice made or issued or any appointment or declaration made or any operation undertaken or any direction given or any proceeding taken or any penalty, punishment, forfeiture or fine imposed under the repealed enactments shall, insofar as it is not inconsistent with the provisions of this Act, be deemed to have been done or taken under the corresponding provisions of this Act;"

6.9 In addition to the above, reference may be made to the Debt Securities Regulations, which were framed by SEBI in exercise of its powers under Section 30 of the SEBI Act and are applicable to the public issue and listing of debt securities. It may be relevant to note that under the aforesaid Regulations, 'debt securities' have been defined as 'non-convertible debt securities which create or acknowledge indebtedness, and include debenture…' In this context, I find that WICL, through the Offer of NCDs, which is a public issue of debt securities, has prima facie violated the following provisions of the aforesaid Regulations, which contain inter alia conditions for public issue and listing of debt securities, viz.

i. Regulation 4(2)(a) – Application for listing of debt securities ii. Regulation 4(2)(b) – In-principle approval for listing of debt securities iii. Regulation 4(2)(c) – Credit rating has been obtained iv. Regulation 4(2)(d) – Dematerialization of debt securities v. Regulation 4(4) – Appointment of Debenture Trustee vi. Regulation 5(2)(b) – Disclosure requirements in the Offer Document vii. Regulation 6 – Filing of draft Offer Document viii. Regulation 7 – Mode of disclosure of Offer Document ix. Regulation 8 – Advertisements for Public Issues x. Regulation 9 – Abridged Prospectus and application forms xi. Regulation 12 – Minimum subscription xii. Regulation 14 – Prohibition of mis-statements in the Offer Document xiii. Regulation 15 – Trust Deed xiv. Regulation 16 – Debenture Redemption Reserve xv. Regulation 17 – Creation of security xvi. Regulation 19 – Mandatory Listing xvii. Regulation 26 – Obligations of the Issuer, etc.

6.10 Upon a consideration of the aforementioned paragraphs, I am of the view that WICL is prima facie engaged in fund mobilising activity from the public, through the Offer of NCDs and as a result of the aforesaid activity has violated the aforementioned provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73, Section

117B, Section 117C) read with Companies Act, 2013 and the Debt Securities Regulations.

7.1 From the material available on record, it is 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.

7.2 Section 12(1) of the SEBI Act states that: "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". Further, Regulation 7 of SEBI (Debenture Trustees) Regulations, 1993 ("Debenture Trustees Regulations"), provides that: "no person should act as a debenture trustee unless he is either – i. a scheduled bank carrying on commercial activity; or ii. a public financial institution within the meaning of section 4A of the Companies Act, 1956; or iii. an insurance company; or iv. body corporate."

7.3 Based on the material available on record, I find that Shri Harish Chandra has prima facie failed to meet the eligibility criteria specified under the provisions of the Debenture Trustees Regulations and therefore, has acted as unregistered Debenture Trustees, which amounts to violation of the abovementioned provisions of the SEBI Act read with the Debenture Trustee Regulations.

8. SEBI has a statutory duty to protect the interests of investors in securities and promote the development of, and to regulate, the securities market. Section 11 of the SEBI Act has empowered it to take such measures as it thinks fit for fulfilling its legislative mandate. Further, as per the provisions of Section 55A of the Companies Act, 1956 read with Section 465 of the Companies Act, 2013, administrative authority on the subjects relating to public issue of securities is exclusively with SEBI. For this purpose, SEBI can exercise its jurisdiction under Sections 11(1), 11A, 11B and 11(4) of the SEBI Act read with Section 55A of the Companies Act, 1956 and Section 465 of the Companies Act, 2013, over companies who issue Non–Convertible Redeemable Debentures to fifty persons or more, but do not comply with the applicable provisions of the aforesaid Companies Acts and the Debt Securities Regulations (as mentioned in paragraphs 6.1–6.10 above). Steps therefore, have to be taken in the instant matter to ensure only legitimate fund raising activities are carried on by WICL and no investors are defrauded. In light of the same, I find there is no other alternative but to take recourse through an interim action against WICL and its Directors alongwith its Debenture Trustee, viz. Shri Harish Chandra, for preventing that company from further carrying on with its fund mobilising activity under the Offer of NCDs.

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 NCDs or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. WICL and its present Directors, viz. Shri Avijit Chatterjee (DIN: 03170582), Shri Jadunath Jena (DIN: 03169961) and Shri Bhabagrahi Behera (DIN: 05113111) including its past Directors, viz. Shri Sanjay Kumar Das (DIN: 02016573), Shri Gopal Dalapati (DIN: 01742768), Shri Chand Mohan Ghosh (DIN: 02013676) and Shri Bajrang Lal Bohara (DIN: 00490647), 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 the securities market, either directly or indirectly, till further 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 present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of 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. WICL shall furnish complete and relevant information (as sought by SEBI letters dated March 12, 2013; March 26, 2013; May 30, 2013 and July 4, 2013), within 21 days from the date of receipt of this Order. ix. The Debenture 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, from the date of this order till further directions.

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

11.1 The prima facie observations contained in this Order are made on the basis of the material available on record i.e. information obtained from the ROC, Kanpur; the Ministry of Corporate Affairs' website i.e. 'MCA 21 Portal' alongwith documents annexed with the complaints dated April 11, 2014, May 22, 2014 and June 30, 2014, as received from investors to the Offer of NCDs. In this context, WICL 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.

11.2 Similarly, the Debenture Trustee, viz. Shri Harish Chandra, may, within 21 days from the date of receipt of this Order, file its reply, if any, to this Order and may also indicate whether it desires to avail itself an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

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 Debenture Trustee, viz. Shri Harish Chandra, in accordance with law.

Place: Mumbai S. RAMAN Date: September 24, 2014 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA