Order in the matter of Neesa Technologies Limited[SAT Appeal No.311 /2016]311/2016]260/2016]312/2016,[SAT Appeal No.:204/2016,[228/2016,[227/2016]

WTM/PS/46/WRO/JUN/2016 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under Sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In respect of – 1. Neesa Technologies Limited [PAN: AABCG5430A], 2. Mr. Arvind Gupta [PAN: AERPG2839N; DIN: 00064391], 3. Mr. Yogesh Ghisumal Gemawat [PAN: ADVPG4051D; DIN: 02550021], 4. Mr. Girishchandra Mukundram Baluni [PAN: AAKPB5408R; DIN: 02745783], 5. Mr. Nimain Charan Biswal [PAN: ACRPB3767C; DIN: 03306090], 6. Mr. Sanjay Gupta [PAN: ABUPG5799B; DIN: 00006361], 7. Mr. Kamlendra Joshi [PAN: ABIPJ6029P; DIN: 05356425], 8. Mr. Manoj Singhal [PAN: ARFPS7604E; DIN: 01830419] and 9. Mr. Suresh Kumar [PAN: ADZPK2242A; DIN: 03155198]. Date of Hearings: November 26, 2015 Appearances: Mr. Nimain Charan Biswal appeared in-person along with Mr. Hemant K. Mohanty, Advocate; Mr. Suresh Kumar appeared in-person. For SEBI: Dr. Anitha Anoop, General Manager; Mr. Anindya Kumar Das, Deputy General Manager; Mr. Pradeep Kumar, Assistant General Manager and Mr. Prithwis Sarkar, Assistant General Manager. Date of Hearings: January 11, 2016 Appearances: Mr. Shripat Pincha appeared as authorized representative of Mr. Manoj Singhal and Mr. Yogesh Ghisumal Gemawat; Mr. Girishchandra Mukyndram Baluni and Mr. Kamlendra Joshi appeared in-person. For SEBI: Dr. Anitha Anoop, General Manager; Mr. Anindya Kumar Das, Deputy General Manager and Mr. Pradeep Kumar, Assistant General Manager.

Date of Hearings: February 18, 2016 Appearances: Mr. Arvind Gupta appeared along with Mr. Akshay Pradeep Jadhav, Advocate. Mr. Akshay Pradeep Jadhav, Advocate also appeared for Mr. Sanjay Gupta. For SEBI: Dr. Anitha Anoop, General Manager; Mr. Anindya Kumar Das, Deputy General Manager and Mr. T. Vinay Rajneesh, Assistant General Manager. Date of Hearings: May 09, 2016 Appearances: None appeared. 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex-parte interim order dated June 03, 2015 (hereinafter referred to as ‘interim order’), prima facie observed that Neesa Technologies Limited (hereinafter referred to as the ‘Company’ or ‘NTL’) had engaged in fund mobilizing activity from the public, through its offer and issue of Non-Convertible Debentures (hereinafter referred to as ‘NCDs’) and violated the provisions of Sections 56, 60, 73 and 117C of the Companies Act, 1956 and the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as the ‘ILDS Regulations’).

2. In order to protect the interest of investors who had subscribed to such NCDs, to protect the assets and to prevent further fund mobilization, SEBI vide the interim order, issued the following directions: “7. 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, hereby issue the following directions – i. NTL (PAN: AABCG5430A) shall forthwith cease to 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. NTL and its present Directors, viz. Shri Arvind Gupta (PAN: AERPG2839N; DIN: 00064391), Shri Yogesh Ghisumal Gemawat (PAN: ADZPK2242A; DIN: 02550021), Shri Girishchandra Mukundram Baluni (PAN: AAKPB5408R; DIN: 02745783), Shri Sanjay Gupta (PAN: ABUPG5799B; DIN: 00006361), Shri Kamlendra Joshi (PAN: ABIPJ6029P; DIN: 05356425), Shri Manoj Singhal (PAN: ARFPS7604E; DIN: 01830419) and Shri Suresh Kumar (PAN: ADZPK2242A; DIN: 03155198), 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.

The past Director of NTL, viz. Shri Nimain Charan Biswal (PAN: ACRPB3767C; DIN: 03306090), is 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; iv. NTL and its abovementioned past and present 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; v. NTL shall provide a full inventory of all its assets and properties; vi. NTL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. NTL 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; viii. NTL 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 NTL; ix.

NTL and its abovementioned present Directors shall furnish complete and relevant information (as sought by SEBI letters dated November 6, 2014 and January 21, 2015), within 14 days from the date of receipt of this Order”. 3. The interim order also advised the Company and directors (collectively referred to as ‘noticees’) to show cause as to why suitable directions/prohibitions under Sections 11(1), 11(4), 11A and 11B of the SEBI Act including the following, should not be taken/imposed against them: i. Directing them jointly and severally to refund money collected through the Offer of NCDs alongwith interest, if any, promised to investors therein; ii. Directing them to not issue 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, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period. 4. The observations made in the interim order was on the basis of the material available on record i.e., correspondences exchanged between SEBI and NTL; complaint and additional documents received by SEBI and information obtained from the Ministry of Corporate Affairs’ website i.e. MCA 21 Portal and IDBI Trusteeship Services

Limited (ITSL). Vide the interim order, the noticees were advised to file their replies to the interim order and also to indicate whether they desired any personal hearing in the matter.

5. Mr. Yogesh G. Gemawat, Mr. Nimain Charan Biswal, Mr. Kamlendra Joshi and Mr. Girish Baluni vide respective letters dated June 05, 2015, June 14, 2015, June 22, 2015 and June 24, 2015, replied to the interim order. Another noticee namely Mr. Suresh Kumar, vide an e-mail dated July 03, 2015, replied to the interim order and stated that he had resigned from Neesa group of companies as an employee as well as director in September 2012.

The Company, vide letter dated June 12, 2015, requested for further time of four weeks for filing its reply.

6. Thereafter, the noticees were afforded an opportunity of personal hearing on November 26, 2015 and the schedule was communicated vide SEBI letters dated November 04, 2015. The Company, vide e-mail dated November 24, 2015, forwarded a request for adjournment on the ground that Sanjay Gupta is in judicial custody and is trying to get bail in order to present himself before SEBI. The Company vide another letter dated November 24, 2015, stated that Sanjay Gupta would not be able to attend the hearing as he did not receive the permission from the Hon’ble Court. The Company also submitted that RoC treated the NCDs as deposits and therefore the SCN issued by SEBI does not hold valid and the matter would lie with RoC/ CLB. It was also submitted that the NCDs of approx. `5 crore was raised after due corporate process and that it was getting the rating done by reputed agency and IDBI Trustees was engaged as the Trustee. The Company also intended to redeem/ repay the NCDs in due course. The Company also requested for a personal hearing for Sanjay Gupta. Another noticee namely Mr. Kamlendra Joshi vide his letter dated November 16, 2015, requested SEBI to reschedule the personal hearing to January, 2016.

7. On the date fixed for personal hearing i.e. November 26, 2015, the noticees namely Mr. Nimain Charan Biswal appeared along with Mr. Hemant K. Mohanty, Advocate and made oral submissions. They also submitted certain additional documents along with a sequence of events, which were taken on record. Mr. Nimain Charan Biswal was also granted fifteen days’ time for filing the written submissions. On the scheduled date, Mr. Suresh Kumar also appeared for the personal hearing and made the written submissions. He also made oral submissions.

Considering the requests of the Company and Mr. Kamlendra Joshi and the absence of Mr. Manoj Kumar Singhal, Mr. Yogesh Ghisumal Gemawat and Mr. Girishchandra Mukundram Baluni, one more opportunity of personal hearing was granted in the matter on January 11, 2016. On January 11, 2016, Mr. Girishchandra Mukundram Baluni and Mr. Kamlendra Joshi appeared for the personal hearing and filed the written submissions, which were taken on record. One Mr. Shripat Pincha, Chartered Accountant also appeared on the date fixed for the noticees namely Mr. Yogesh Ghisumal Gemawat and Mr. Manoj Singhal and filed written submissions on their behalf.

In the meantime, the Company vide its letter dated January 09, 2016, requested to afford opportunity of personal hearing to Sanjay Gupta and Arvind Gupta at a future date after two months. The Company reiterated that issuance of NCDs was done following professional advice of various reputed agencies like IDBI Trustees, Brickworks Ratings and according to the extant provision of law and rules. These NCDs were treated as ‘deposits’ by the RoC and that to bring them under the umbrella of SEBI Act would not be appropriate. The Company fully utilized the funds to the tune of `5.96 crore in creating the intended assets. The envisaged security cover for the funds raised continues to be available. The Company is making efforts in servicing (though in a limited manner) the obligations towards the investors. Vide another letter received by SEBI on January 13, 2016, Mr. Arvind Gupta submitted that he is not a full time director of the Company and not looking after its day to day affairs. Vide this letter, he also expressed his inability to attend the personal hearing on January 11, 2016, on the ground that the doctor had advised him bed rest.

8. Considering the requests, one last and final opportunity of personal hearing was granted to the Company, Mr. Sanjay Gupta and Mr. Arvind Gupta on February 18, 2016. The Company acknowledged the receipt of this notice for hearing. The notice was also pasted at the premises of Sanjay Gupta and Arvind Gupta on January 19, 2016. On the date fixed Arvind Gupta and Sanjay Gupta were represented by their Advocate. Mr. Arvind Gupta was also present. Written submissions of Sanjay Gupta was filed. The Advocate requested for adjournment of the hearing on the ground that Sanjay Gupta was in judicial custody. The request for adjournment was rejected in view of the adequate opportunities already afforded in the matter. However, the noticees were granted liberty to file written submissions within a period of three weeks. The personal hearing in the matter was accordingly concluded.

9. Thereafter, one Mr. K.C. Raval, Advocate while writing on behalf of Mr. Sanjay Gupta vide his letter dated April 12, 2016, intimated that Sanjay Gupta is now on regular bail and desires to avail an opportunity of personal hearing. In the said letter, it was also stated that the intimation of personal hearing be given well in advance so as to enable him to seek prior permission from the Hon’ble High Court of Gujarat and District & Sessions Court. In the interest of justice, last opportunity of personal hearing was granted to Mr. Sanjay Gupta on May 04, 2016. However, the same was rescheduled to May 09, 2016, due to certain administrative exigencies. On the date fixed, the noticee namely Sanjay Gupta remained absent.

Later on May 12, 2016, SEBI received a letter from the advocate of Mr. Sanjay Gupta dated May 07, 2016, stating therein that Mr. Sanjay Gupta had filed an application in the Hon’ble High Court of Gujarat for seeking permission to travel to Mumbai to attend to personal hearing but the matter could not be heard and no order has been passed by the Hon’ble High Court. It was further stated that Hon’ble Court will now be observing summer vacations and the personal hearing may be rescheduled in the third week of June 2016.

I have considered the request of Mr. Sanjay Gupta and note that reasonable opportunities of personal hearing have already been granted to him to make submissions. Further, in the personal hearing held on February 18, 2016, an advocate had also made submissions on his behalf. There are written submissions filed on his behalf, which are being appropriately dealt with in the order. Considering that reasonable opportunities have already been afforded to him for making submissions in the matter, I am inclined to proceed further with the matter, on the basis of the material available on record including his written submissions. Granting further opportunities for the personal hearing will only delay the proceedings.

10. The submissions of the noticees in brief are as under: a. The Company vide letter dated December 08, 2015 filed its reply inter alia stating the following: - The promoters, directors and managing directors of the Company as well as the group were unavailable under circumstances beyond their control and therefore the reply should be treated as a preliminary reply. - The Company has issued NCDs under the trusteeship of reputed trustee namely IDBI Trustees. Company has no wilful intention to defraud. - The RoC is considering the question of NCDs as deposits and several correspondence were made in this regard. - RoC has asked the Company to meet compliance treating them as deposits. - The Company never intended to make any public issue and NCDs were issued under various series though the total number of investors may be more than 300, Company issued it through few agents by way of private placement which would be less than ‘49 in nos only per series’. - Company has created assets out of the NCD amount raised for a News channel, the assets still exits.

- The Company also submitted that the group fell into acute financial crisis during the period of launch of the news channel. - The same forced the two major companies of the Group operating into hospitality and steel sector to knock the CDR door. - Income Tax department was creating pressure on the Company by attaching the bank account of the Company from time to time and also writing to the debtors of the Company for directly paying to the Department against its dues. The Company has filed an appeal in the matter. The Company requested SEBI to make the IT department a party in the proceedings. - The Company continued to service the interest to NCD investors with whatever net cash flow available even under the present situation.

b. Mr. Sanjay Gupta through his advocate Mr. K.C. Raval vide letters dated March 08, 2016, March 16, 2016 and May 07, 2016, submitted as under: - The Company is the IT arm of the Neesa group and is into software development, networking, operating state of the art data center tire III called ‘DAT First’. - The Company had issued NCDs under the trusteeship of IDBI trustees and along with rating from a rating agency. These details show that the NCDs were issued through private placement and cannot fall within the ambit of public issue. - RoC is considering the NCD in question as deposit and it has made several communications with the Company in this regard seeking information considering it as deposit and asked the Company to make compliance. - The Company had never intended to make any public issue and NCDs were issued under various series though the total number of investors may be more than 300, Company issued it through few agents by way of private placement which would be less than ‘49 in nos. only per series’. - The Company has created assets out of the NCD investment which was raised for a news channel, the assets still exist in its books and at ground. - Unfortunately, overall group during the period of launch of news channel business fell into acute financial crisis.

Group’s two major companies operating into hospitality and steel sector suffering downward business cycle affected by the industry fell down recording heavy losses. The same affected operation of news channel business adversely. - As the Company was in requirement of working capital of News channel business and it has tried to manage working capital upto some extent and tried to run the business on its own even at the cost of other business of the Company and also borrowing some money from other companies promoted by same promoters but in the absence of long term working capital deficiency, the business suffered acutely. - At the same time Income Tax department started taking its action against the Company denting its cash flow attaching its bank accounts and writing to debtors, etc., which affected the business of the Company. - Inspite of these, the Company kept the assets and other operation intact to the extent possible. The Company has kept priority to service its investors post its operational expenses and keep on servicing its investor’s interest though with some delay. The Company has made a MoU with the group of NCD investors for making the payments though with some delay.

The Company is in constant contact with NCD investors. - The Company has made efforts for strategic tie ups as well as sell off of particularly for the News channel business; however it has not received any positive proposal from any investor compatible to market value and which can fulfill the liability outstanding of the NCD investors as well as fulfill the statutory liability/ creditors. However, at the same time, the Income Tax department has put an embargo on sale of any assets of the Company without its permission. - Payments have been made to the NCD investors to the extent possible during the financial crunch. Such facts prove the bonafide intentions of the Company and its promoter/ directors. - There was no invitation to the public in general to subscribe for NCDs. The offer of NCDs was made to the select individuals through brokers and no invitation, advertisement, prospectus or other means were applied inviting public in general to invest in NCDs. The number of NCD holders in any given series did not exceed 50 or more person in any series. - Section 42 of the Companies Act, 2013 and rules made thereunder relating to private placement provides for private placement to not more than 200 persons in aggregate in a financial year.

Considering the same, the Company is not in violation of any Company Law rules and regulations. - RoC has treated the issue as ‘deposits’ and accordingly the same was mentioned in correspondence of RoC. The Company requested SEBI to first let RoC/ Ministry of Corporate Affairs/ CLB decide the issue of nature of NCDs before SEBI proceeds to assume jurisdiction in the matter. - During the period of private placement, Sanjay Gupta was not on the Board of the Company. The financial affairs of the Company were being looked after by Mr. Yogesh Gemavat, Director and other Board members were involved in taking collective corporate action. - Sanjay Gupta had joined the Company as an additional director of the Company on July 12, 2013 and had resigned from the additional directorship on November 08, 2013. The Non-Convertible debentures were mainly issued between the periods of April 2013 to July 2013 to the extent of 88%.

c. Mr. Nimain Charan Biswal, vide his letters dated June 14, 2015, November 27, 2015, January 20, 2016, inter alia submitted the following: - He had joined Neesa group as he was unemployed at that time. He was appointed as a director on November 07, 2013 and resigned on March 06, 2014. He was not an officer or director in the Company when the entire process of NCD issue took place and therefore not liable for the violations. - NTL had concluded the issue related activities by August 22, 2013. The entire process was completed two and a half months before his appointment in the Company. He did not have any relation with the Company during the issue process.

- He is not a promoter or shareholder, nor does he have direct or indirect ownership of the Company. - He joined Neesa Venture Holdings Limited as the company was looking for a person in the senior management position. After his acceptance of the offer, he was approached and inducted as a director in NTL. He had no role in the activities of NTL as the same were looked after by other executives. He did not have any involvement in the day to day affairs of the Company including in its financial matters. - After 25 days of joining office as a director, the management had asked him to move to Mumbai to take care of the marketing efforts of the Neesa group. After moving out of Ahmedabad, he had no occasion to go back to the Company’s office again. Hence, he was not instrumental in the process of payment of interest on NCDs and cannot be made liable for payment of interest. - During his tenure in the Company, there was no board meeting held with his knowledge. He had no scope or privilege to attend the same even if it was held as he was not informed. - He was also not paid salary during his tenure as a director. His directorship with NTL was only incidental as he had joined Neesa group in order to earn for a living. - By operation and effect of Section 74(1)(b) of the Companies Act, 2013 interest payment on NCD and any payment related to NCDs were due on or after November 07, 2014 (as there were no dues during his tenure – considering one year from the date of his appointment), which was after his resignation. He is therefore not liable as he was not a director when the due date came. - The noticee therefore requested SEBI to discharge him from the proceedings. - The noticee along with the submissions had enclosed the copies of his letter dated November 10, 2014, resignation letter dated March 06, 2014 and e-mail intimation dated March 16, 2014, regarding resignation to RoC, Form No. DIR-11 (notice of resignation of a director to the Registrar) and offer letter dated October 26, 2013 from Neesa Venture Holdings Limited.

d. Mr. Suresh Kumar vide his email dated July 03, 2015 and his letter dated November 26, 2011 submitted as under: - He had resigned from Neesa group of companies as an employee as well as director in September 2012. He referred to his e-mail dated September 23, 2012, sent to Sanjay Gupta and Secretarial Manager of NTL regarding his resignation. - His directorship in the Company ended on November 02, 2012. After leaving Neesa group he has joined another company. - Since then he had not attended any board meeting or concurred with any of the decisions including placement of NCDs in the market. - He has no idea or connection w.r.t the collection by NTL from the public through private placement and requested SEBI to clear his name from the matter.

e. Girish Baluni vide his letter dated June 24, 2015 and January 19, 2016 submitted as under: - He did not reply to SEBI as he was not an authorized person/ executive director/ whole time director of the Company and has no control over the day to day management and affairs of the Company or in any manner responsible for the finance of the Company. - He is not a promoter or shareholder in the Company or in any of the group companies. He was a ‘non-active, non-operational, non-executive, independent director’ in the Company and have not taken any decision or acted for obtaining NCD or FD from the public on behalf of the Company. - As the Company had replied, the matter was between SEBI and the Company and the noticee has no role as he does not have access to the information and documents. - He neither took any money nor did he purchase anything from the Company’s funds. He never signed any cheque or collected cash on behalf of the Company. - He had joined Neesa Venture Holdings Limited as a director, on July 29, 2011 and resigned on April 29, 2012 and joined another company outside the group from May 01, 2012. He has resigned from all Neesa group companies on May 27, 2015.

- In view of his submissions, he requested SEBI to absolve him of all liabilities; defreeze his demat account and his wife’s. Liquidation of shares in both the accounts be allowed to meet the expenses of medical treatment as both are not well and they do not have any medical insurance.

f. Kamlendra Joshi, vide his letter dated June 22, 2015 submitted the following: - He was an employee with Neesa Venture Holdings Limited and was appointed as a director of NTL on August 06, 2012 and resigned w.e.f. July 15, 2013. He had resigned from the Company way back in July 2013 and therefore cannot be said to be a present director. - He showed his unwillingness to be in the board since September 2012 and was following up with the Company for his resignation. He was allowed to resign in July 2013 as the Company required persons to comply with statutory requirements. - Neesa group is a heavy borrower from financial market tending towards imbalanced ratios and therefore did not intend to give his consent to be in the board of the company. - He did not participate in the affairs of the Company. - During his brief tenure, he did not draw any directorial remuneration in cash or kind. It is a hidden and unwritten policy of Neesa group that executives/employees of group companies were made directors in the companies as per the requirement of the management. The control of the company was vested with Sanjay Gupta and his team. This person was supposed to be Neesa group head and promoter of Neesa group companies. Every borrowing or financial decision was taken only by Sanjay Gupta. Therefore, it would be a mistake if SEBI finds any other director liable. - He never participated or consented to any resolution for acceptance of debentures or other connected matters. He did not even attend board meetings and no board agenda was circulated to him. - He never had cheque drawing powers. He never played any role in the day to day operations of Company.

- The noticee refereed to the MCA Master Circular no. 01/2011 dated July 29, 2011 and stated that no director should be held liable for any act of omission or commission by the company or by any officer of the company which constitute a breach or violation of any provision of the Companies Act, 1956 and which occurred without his knowledge attributable through Board process and without his consent or connivance or where he has acted diligently in the board process. He also stated that mere holding of office as director is not sufficient for fastening vicarious liability. The noticee contended that he does not have knowledge nor did he connive on any matter relating to the alleged violation and therefore the proceeding should be withdrawn against him. - The noticee referred to the observations made by the Hon’ble Supreme Court in the matter of National Small Industries Corporation Limited (dealing with criminal liability) and contended that as he was never incharge of day to day affairs and did not participate in the board meetings, cannot be held liable for violations. i. He referred to SMS Pharmaceuticals Limited Vs. Nita Bhalla and stated that for a person to be vicariously liable, there should be a strict satisfaction of the conditions for fastening such liability. ii. He submitted that SEBI did not ask his explanation on the matter before the interim order was passed. iii. There was no urgency as the complaint was received on 15.09.2014 and the interim order was passed on 03.06.2015. iv. He was not provided with the copies of the documents referred to in the interim order and stated that principles of natural justice was not met. v. In view of his submissions, this noticee requested SEBI to discharge him from proceedings. He also stated that if SEBI was willing to pursue further, the reply should be treated as a preliminary reply and would make a demand for personal hearing.

g. Yogesh G. Gemawat, vide letter dated June 05, 2015 stated that:

- He was employed with the Neesa group and was appointed a director on April 01, 2013 in NTL and had resigned on May 15, 2014. - Pursuant to the resignation, he had sent the resignation letter to the Company and filed necessary e-Form DIR-11 with the RoC through MCA portal. - Sanjay Gupta is the owner and key promoter of all Neesa group of companies including NTL and this noticee does not have information as desired by SEBI. - He had no knowledge regarding the mobilization of funds and requested SEBI to remove his name from the proceedings.

11. I have considered the interim order, the submissions made by the respective noticees, material submitted by them and other material available on record. The allegation in the interim order is that the Company made a ‘public issue’ of NCDs without complying with the norms that regulate such public issues, viz., Sections 56, 60, 73 and 117C of the Companies Act, 1956 and the ILDS Regulations. In this regard, the following observations made in the interim order is relevant:

3. “The material available on record i.e. correspondences exchanged between SEBI and NTL; abovementioned complaint and additional documents received by SEBI and information obtained from the Ministry of Corporate Affairs' website i.e. MCA 21 Portal and ITSL, have been perused. On an examination of the same, it is observed that – i. NTL was incorporated on March 16, 2000, with the ROC, Ahmedabad with CIN as U72200GJ2000PLC037577. Its Registered Office is at: 9th Floor, Cambay Grand, Behind PERD Centre, Near Sola Over Bridge, Thaltej, Ahmedabad–380054, Gujarat, India. ii. The present Directors in NTL are Shri Arvind Kumar Jagannath Prasad Gupta, Shri Yogesh Ghisumal Gemawat, Shri Girishchandra Mukundram Baluni, Shri Sanjay Gupta, Shri Kamlendra Joshi, Shri Manoj Singhal and Shri Suresh Kumar. iii. Shri Nimain Charan Biswal, who was earlier a Director in NTL, has since resigned. iv. From the material available on record, it is noted that NTL admittedly issued NCDs ("Offer of NCDs"), details of which are provided below – Year Type of Security Amount Raised Number of (` in Crores) Allottees 2013 – 14 Non – Convertible Debentures 5.96 341 ……..”

12. In order to ascertain whether an issue is a public issue or not, reference needs to be made to section 67(3) of the Companies Act. This provision, as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, states that no offer or invitation shall be treated as made to the public by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can properly be regarded, in all circumstances – (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation. More importantly, in terms of the first proviso to the aforesaid section, the provisions of section 67(3) shall not apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. Therefore, the number of subscribers becomes relevant to judge whether an issue of shares are for public or on a private placement basis, in the light of the above said provision. Therefore, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue. NBFCs or PFIs are exempted only from the first proviso to section 67(3). Therefore, NBFC or PFI do not have any restriction on the number of allottees as imposed on a company which is not an NBFC or PFI. However, such companies also need to prove that its offer falls either under clause (a) or (b) of section 67(3) to claim such issuance to be a private placement.

13. In the present matter, the Company had offered and allotted NCDs to 341 persons during the financial year 2013-2014 and mobilized `5.96 crore. Considering the number of persons to whom the NCDs were offered and issued, I conclude that the Company made a public issue of NCDs during the relevant period, in terms of the first proviso to section 67(3) of the Companies Act, 1956.

14. The Company had contended that the NCDs were treated as ‘deposits’ by RoC and therefore SEBI would not have jurisdiction in the matter. In this regard, I note that the Company vide letter dated November 05, 2014, had admitted issuing Non-

Convertible Debentures. Further, the RoC notice dated July 07, 2015 has also mentioned about the NCDs for `5.96 crore. The allegation of the RoC inter alia is that the Company failed to pay the interest on such NCDs or pay back the money collected under such NCDs in violation of Section 74 (1) and (2) of the Companies Act, 2013. Section 67(3) is in respect of “shares” and “debentures”. In view of the same, the Company having admittedly issued debentures in a public issue is under the jurisdiction of SEBI. In view of the above reasons, I find the above argument of SEBI to be without merit.

15. In terms of section 55A of the Companies Act, 1956, SEBI shall administer various provisions (as mentioned therein) of the said Act with respect to issue and transfer of securities by listed companies, companies that intend to list and also those companies that are required to list its securities while making offer and issue of securities to the public. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara Case, had observed that:

“We, therefore, hold that, so far as the provisions enumerated in the opening portion of Section 55A of the Companies Act, so far as they relate to issue and transfer of securities and non-payment of dividend is concerned, SEBI has the power to administer in the case of listed public companies and in the case of those public companies which intend to get their securities listed on a recognized stock exchange in India." " SEBI can exercise its jurisdiction under Sections 11(1), 11(4), 11A(1)(b) and 11B of SEBI Act and Regulation 107 of ICDR 2009 over public companies who have issued shares or debentures to fifty or more, but not complied with the provisions of Section 73(1) by not listing its securities on a recognized stock exchange.”

16. Under Section 11A of the SEBI Act, SEBI is also empowered to regulate, by regulations/ general or special orders, the matters pertaining to issue of capital, transfer of securities and matters related thereto. Accordingly, the Company, having made a public offer and issue of securities, as observed above, is under the jurisdiction of SEBI. By making a public issue of NCDs, the Company was mandated to comply with all the legal provisions that govern and regulate public issue of such securities, including the Companies Act, 1956 and the SEBI Act and regulations. In this context,

I refer and rely on the below mentioned observation made by the Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Ors. Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011) (hereinafter referred to as the 'Sahara Case'): ... ... that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. …".

17. Accordingly, Sections 56, 60 and 73 of the Companies Act, 1956 are required to be complied with by a company making a public issue of securities. In addition to the above, the Company was mandated to comply with 117C of the Companies Act, 1956 and the provisions of the ILDS Regulations in respect of its public offer and issuance of NCDs. These provisions have allegedly not been adhered to by the Company. I observe the following in respect of the alleged violations:

18. In terms of Section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per Section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Section 2(36) of the Companies Act read with Section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'. There is no record to suggest that the Company has complied with the above provisions. Accordingly, I hold that the Company has not adhered with the provisions of Sections 56 and 60 of the Companies Act, 1956 in respect of its offer and issue of NCDs.

19. By making a public issue of NCDs, the Company had to compulsorily list such securities in compliance with Section 73(1) of the Companies Act, 1956. A Company making a public issue of securities cannot choose whether to list its securities or not as listing is a mandatory requirement under law. As per Section 73(1) Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt with in the stock exchange. Further, there is no material to say that the Company has filed an application with a recognized stock exchange to enable the securities to be dealt with in such stock exchange. Therefore, the Company has failed to comply with this requirement.

Section 73(2) states that “Where the permission has not been applied under subsection (1) or such permission having been applied for, has not been granted as aforesaid, the company shall forthwith repay without interest all moneys received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the company and every director of the company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent, as may be prescribed, having regard to the length of the period of delay in making the repayment of such money.”

20. As the Company failed to make an application for listing of such securities, the Company had to forthwith repay such money collected from investors under NCDs. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director is liable to repay with interest at such rate. The liability of the Company to refund the public funds collected through offer and allotment of the impugned securities is continuing and such liability would continue till repayments are made. There is no record to suggest that the Company made the refunds as per law. The Hon'ble Supreme Court of India in the Sahara case has examined section 73 and made the following observations: “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.”

As the amounts mobilized through the issue of NCDs have not been refunded within the time period as mandated under law, it would therefore be appropriate to levy an interest @ 15% p.a. as provided for under the above section read with rule 4D (which prescribes that the rates of interest, for the purposes of sub-sections (2) and (2A) of section 73, shall be 15 per cent per annum) of the Companies (Central Government’s) General Rules and Forms, 1956 on the amounts mobilized by the Company through its offer and issue of NCDs, from the date when the same was liable to be repaid till the date of actual payment to the investors.

Section 117C stipulates that, 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. There is no record to suggest that the Company had created a debenture redemption reserve and has therefore violated Section 117C of the Companies Act, 1956.

21. As NCDs are ‘debt securities’ in terms of the ILDS Regulations, the Company was also mandated to comply with the provisions of the ILDS Regulations in respect of its public issue of NCDs. However, the Company failed to comply with the following provisions of the ILDS Regulations. 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.

22. From the foregoing, I conclude that the Company failed to comply with the provisions of Sections 56, 60, 73 and 117C of the Companies Act, 1956 in respect of its offer and issuance of NCDs and the aforesaid provisions of the ILDS Regulations and therefore liable for suitable action under the Companies Act, 1956, the SEBI Act and the ILDS Regulations including action for default under section 73(2) of the Companies Act, 1956.

23. Liability of Directors: The interim order has issued certain directions on the present and past directors of the Company. The details regarding their appointment and resignation are mentioned below:

Name of director Date of appointment Date of resignation Mr. Arvind Gupta 18/01/2013 Continuing as director Mr. Suresh Kumar 01/01/2011 02/11/2012 Mr. Manoj Singhal 18/01/2013 15/07/2013 Mr. Kamlendra Joshi 06/08/2012 15/07/2013 Mr. Sanjay Gupta 07/10/2009 08/11/2013 Mr. Nimain Charan Biswal 07/11/2013 Continuing as director Mr. Girishchandra Mukundram 12/09/2011 01/12/2012 Baluni 21/01/2014 Continuing as director Mr. Yogesh Ghisumal Gemawat 01/04/2013 15/05/2014

Regarding the responsibility and liability of the above noted persons, I make the following observations:

a. In terms of Section 291 of the Companies Act, 1956, the board of directors of a company shall be entitled to exercise all such powers and do all such acts and things as the company is authorized to exercise and do. Therefore, the board of directors being responsible for the conduct of the business of a company are liable for any non-compliance of law and such liability shall be upon the individual directors also. With respect to the culpability of a director for breach of law by a company, I refer to and rely on the following observations made by the Hon’ble High Court of Madras in Madhavan Nambiar Vs Registrar Of Companies (2002 108 Comp Cas 1 Mad): “13. It may be that the petitioner may not be a whole-time director, but that does not mean he is exonerated of the statutory obligations which are imposed under the Act and the rules and he cannot contend that he is an ex officio director and, therefore, he cannot be held responsible. There is substance in the contention advanced by Mr. Sridhar, learned counsel since the petitioner a member of the Indian Administrative Service and in the cadre of Secretary to Government when appointed as a director on the orders of the Government to a Government company or a joint venture company, he is expected not only to discharge his usual functions, but also take such diligent care as a director of the company as it is expected of him not only to take care of the interest of the Government, but also to see that the company complies with the provisions of the Companies Act and the rules framed thereunder.

Therefore, the second contention that the petitioner cannot be proceeded against at all as he is only a nominee or appointed director by the State Government, cannot be sustained in law. A director either full time or part time, either elected or appointed or nominated is bound to discharge the functions of a director and should have taken all the diligent steps and taken care in the affairs of the company. 14. In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal. So also the treatment for such violations as stipulated in the Companies Act, 1956. 15. Section 5 of the Companies Act defines the expression "officer who is in default". The expression means either (a) the managing director or managing directors; (b) the whole-time director or whole-time directors; (c) the manager; (d) the secretary; (e) any person in accordance with whose directions or instructions the board of directors of the company is accustomed to act; (f) any person charged by the board with the responsibility of complying with that provision; (g) any director or directors who may be specified by the board in this behalf or where no director is so specified, all the directors.

16. Section 29 of the Companies Act provides the general power of the board and …………... Therefore it follows there cannot be a blanket direction or a blanket indemnity in favour of the petitioner or other directors who have been nominated by the Government either ex officio or otherwise. Hence the second point deserves to be answered against the petitioner. 17. As regards the first contention, it is contended by Mr. Arvind P. Datar, learned senior counsel appearing for the petitioner that the company or its board had resolved that Thiagaraj S. Chettiar shall be the director in charge of the company of all its day-to-day affairs and, therefore, the petitioner, an ex officio chairman and director, cannot be expected to attend to the affairs on a day-to-day basis. This contention though attractive cannot be sustained as a whole. There may be a delegation, but ultimately it comes before the board and it is the board and the general body of the company which are responsible.”

A person cannot assume the role of a director in a company in a casual manner. The position of a ‘director’ in a public company/listed company comes along with responsibilities and compliances under law associated with such position, which have to be fulfilled by such director or face the consequences for any violation or default thereof.

b. In this Order, the Company is found to have contravened the provisions of sections 56, 60, 73 and 117C of the Companies Act, 1956 and the ILDS Regulations in respect of its offer and issuance of NCDs.

c. Section 56(1) and 56(3) read with Section 56(4) imposes the liability for the compliance of the said provisions, on the company, every director, and other persons responsible for the issuance of the prospectus. The liability for non-compliance of section 60 of the Companies Act is on the Company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section. Further, the directors of a company would also be responsible for complying with Sections 117C of the Companies Act, 1956 and the provisions of the ILDS Regulations.

d. The liability of the company and directors to repay under Section 73(2) of the Companies Act, 1956 and Section 27 of the SEBI Act, is a continuing liability and the same continues till all the repayments are made. Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the Company made the offer and allotted NCDs shall be liable for violation of Sections 56, 60 and 73 of the Companies Act, including the default in making refunds as mandated therein. As the liability to make repayments under Sections 73(2) of the Companies Act read with Section 27 of the SEBI Act is a continuing liability, the persons who join the Company’s Board pursuant to the offer and allotment of NCDs shall also be liable if the Company and the concerned directors have failed to make refunds as mandated under law.

e. In view of the above observations, the submissions made by the directors (past and present) that they were not involved in the affairs of the Company or has resigned from the Company do not absolve them of their liability.

From the table above, it is noted that Mr. Arvind Gupta, Mr. Yogesh Ghisumal Gemawat, Mr. Girishchandra Mukundram Baluni, Mr. Nimain Charan Biswal, Mr. Sanjay Gupta, Mr. Kamlendra Joshi and Mr. Manoj Singhal were the directors of the Company at the time of impugned issues and allotment of NCDs and were responsible for the affairs of the Company at the relevant point of time. Mr. Arvind Gupta, Mr. Nimain Charan Biswal and Mr. Girishchandra Mukundram are the present directors of the Company.

- Mr. Sanjay Gupta has argued that during the period of issue of NCDs, he was not on the board of the Company and the financial affairs of the Company were looked after by Mr. Yogesh Ghisumal Gemawat and other Board members. Mr. Nimain Charan Biswal has argued that there were no board meeting held with his knowledge and he was not paid salary during his tenure as a director. Mr. Kamlendra Joshi also submitted that he did not participate in the affairs of the Company and had not consented to any resolution for acceptance of debentures or other connected matters. The submissions made by these persons are of no help in the light of the discussed order of Hon’ble High Court of Madras in the matter of Madhavan Nambiar Vs. Registrar of Companies (supra).

- Mr. Girish Makundram Baluni has submitted that he was a ‘non active, non-operational, non-executive, independent director’ in the Company and have not taken any decision for issue of NCDs. He also submitted that he has resigned from all Neesa group companies on May 27, 2015. As per the details perused at ‘MCA -21’ portal, he is still being shown as one of the present directors of the Company.

- Mr. Yogesh Ghisumal Gemawat in his submissions has argued that he was employed with the Neesa group and was appointed a director on April 01, 2013, in the Company and he had resigned on May 15, 2014. The Company vide its letter dated March 09, 2016, submitted that the resignation filed by Mr. Yogesh Ghisumal Gemawat was through the fake digital signature of Mr. Arvind Kumar Gupta and his resignation was not approved by the Board of the Directors of the Company. It has also been said by the Company that the said digital signature has been revoked after getting the information and a police complaint regarding the same has been filed by the Company on March 05, 2016. I have considered the submissions of Mr. Yogesh Ghisumal Gemawat and the Company, it is not in dispute that Mr. Yogesh Ghisumal Gemawat was on the board of Company at the time of offer of NCDs.

Taking note of the reasons and observations above, it can be concluded that the directors namely Mr. Arvind Gupta, Mr. Yogesh Ghisumal Gemawat, Mr. Girishchandra Mukundram Baluni, Mr. Nimain Charan Biswal, Mr. Sanjay Gupta, Mr. Kamlendra Joshi and Mr. Manoj Singhal are responsible for the violations committed by the Company and liable, jointly and severally, for making refunds along with interest to the investors as mandated under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act.

f. From the table above, it is noted that Mr. Suresh Kumar had resigned from the Company on November 02, 2012 i.e. prior to the financial year 2013-14. In the absence of any other material to show the involvement of Mr. Suresh Kumar in the offer and allotment of NCDs, I am inclined to give the benefit of doubt to him. In view of the same, the interim directions against him is liable to be revoked and he be discharged from the present proceedings.

24. At this stage, I note that the Company and its directors namely Arvind Gupta, Yogesh Ghisumal Gemawat, Girishchandra Mukundram Baluni, Nimain Charan Biswal, Sanjay Gupta, Kamlendra Joshi, Manoj Singhal and Suresh Kumar were required to provide full inventory of the assets and properties within 21 days from the date of receipt of the interim order. However, no such details have been filed till date.

25. 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.

26. For the above reasons, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(4), 11A and 11B thereof and regulation 28 of the SEBI (Issue and Listing of Debt Securities) Regulation, 2008 hereby issue the following directions: a. Neesa Technologies Limited [PAN: AABCG5430A], Mr. Arvind Gupta [PAN: AERPG2839N; DIN: 00064391], Mr. Yogesh Ghisumal Gemawat [PAN: ADVPG4051D; DIN: 02550021], Mr. Girishchandra Mukundram Baluni [PAN: AAKPB5408R; DIN: 02745783], Mr. Nimain Charan Biswal [PAN: ACRPB3767C; DIN: 03306090], Mr. Sanjay Gupta [PAN: ABUPG5799B; DIN: 00006361], Mr. Kamlendra Joshi [PAN: ABIPJ6029P; DIN: 05356425] and Mr. Manoj Singhal [PAN: ARFPS7604E; DIN: 01830419], jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Non- Convertible Debentures (which have been found to be issued in contravention of the public issue norms stipulated under the Companies Act, 1956 and the ILDS Regulations), to the investors including the money collected from investors, till date, pending allotment of securities, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment.

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

c. The Company/its present management are 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 and others named above shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily with wide circulation, detailing the modalities for refund, including details of contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect.

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

f. Neesa Technologies Limited, Arvind Gupta, Yogesh Ghisumal Gemawat, Girishchandra Mukundram Baluni, Nimain Charan Biswal, Sanjay Gupta, Kamlendra Joshi and Manoj Singhal are 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.

g. In case of failure of the company, Neesa Technologies Limited, Arvind Gupta, Yogesh Ghisumal Gemawat, Girishchandra Mukundram Baluni, Nimain Charan Biswal, Sanjay Gupta, Kamlendra Joshi and Manoj Singhal, in complying with the aforesaid directions, SEBI, on the expiry of the three months period from the date of this order, - a) shall recover such amounts in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. b) 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. c) 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 d) would also make a reference to the Ministry of Corporate Affairs to initiate appropriate action as deemed fit. e) would also make a reference to the Ministry of Corporate Affairs to flag the names of noticee directors in its database so that information may be perused by RoC or any other regulatory authority.

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

i. Arvind Gupta, Yogesh Ghisumal Gemawat, Girishchandra Mukundram Baluni, Nimain Charan Biswal, Sanjay Gupta, Kamlendra Joshi and Manoj Singhal are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, with immediate effect. They are also restrained from issuing prospectus, offer document or advertisement soliciting money from the public and associating themselves with any listed public company and any public company which intends to raise money from the public, or any intermediary registered with SEBI. The above directions shall come into force with immediate effect and shall continue to be in force from the date of this Order till the expiry of four (4) years from the date of completion of refunds to investors, as directed above.

j. For the reasons stated above in this Order, the directions imposed on Mr. Suresh Kumar [PAN: ADZPK2242A; DIN: 03155198], vide the interim order dated June 03, 2015, are revoked and the proceedings against these is disposed of.

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

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

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

29. 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 : June 02, 2016 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA