Order in the matter of Newland Agro Industries Limited and its directors[SAT Appeal No.:2/2016]

WTM/PS/74/ERO/IMD/OCT/2015 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 the matter of Newland Agro Industries Limited In respect of: 1. Newland Agro Industries Limited [AADCN1275G], 2. Mr. Gopal Hazra [PAN: ADJPH8999K], 3. Mr. Dipankar De [PAN: AGAPD9745P], 4. Mr. Sanatan Paul [PAN: AQEPP1934A], 5. Mr. Kartick Charan [PAN: AHOPC4656P], 6. Mr. Himadri Bag [PAN: AJXPB3796L], 7. Mr. Koushik Roy [PAN: ARGPR9526B], 8. Mr. Pinku Kumar Das [PAN: AIQPD0779D] and 9. Mr. Abhik Hajra [PAN: ACOPH4497C]. Date of Hearing: April 22, 2015 and April 23, 2015 Appearances: For Noticees: Ms. Ankita Nevatia, Company Secretary Mr. Dinesh Kumar Lodha, Cost & Management Accountant Mr. Manas Sarkar, Advocate For SEBI: Ms. Soma Majumdar, General Manager, Mr. T. Vinay Rajneesh, Assistant General Manager, Mr. N. Murugan, Assistant General Manager Ms. Nikki Agarwal, Assistant Manager. 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’), vide an ex-parteinterim Order dated November 20, 2014 (hereinafter referred to as ‘the interim order’) had observed that the company, Newland Agro Industries Limited (hereinafter referred to as ‘Newland’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, by making offer and issuing Redeemable Preference Shares (hereinafter referred to as ‘RPS’) and had allegedly violated the provisions of Sections 56, 60 [read with Section 2(36)], 73 of the Companies Act, 1956 read with the Companies Act, 2013. In order to protect the investors who have subscribed to the impugned offer and issue of RPS and to prevent the Company from further carrying on with its fund mobilizing activity under the offer of RPS, SEBI had 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. NAIL shall not mobilize funds from investors through the Offer of Redeemable Preference Shares 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.

NAIL and its present Directors, viz. Shri Gopal Hazra (DIN: 02729113; PAN: ADJPH8999K), Shri Dipankar De (DIN: 02729472; PAN: AGAPD9745P) and Shri Sanatan Paul (DIN: 03573387; PAN: AQEPP1934A) including its past Directors, viz. Shri Kartick Charan (DIN: 02729195; PAN: AHOPC4656P), Shri Himadri Bag (DIN: 02729318; PAN: AJXPB3796L), Shri Koushik Roy (DIN: 02729367; PAN: ARGPR9526B), Shri Pinku Kumar Das (DIN: 03183384; PAN: AIQPD0779D) and Shri Abhik Hajra (DIN: 02729499; PAN: ACOPH4497C), 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. NAIL 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. NAIL shall provide a full inventory of all its assets and properties; v. NAIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi.

NAIL and its 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 Redeemable Preference Shares, without prior permission from SEBI; vii. NAIL and its present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of NAIL; viii. NAIL and its present Directors shall furnish complete and relevant information in respect of preference shares (as sought by SEBI letters dated June 17, 2014; June 18, 2014 and August 5, 2014), within 21 days from the date of receipt of this Order. 8. The above directions shall take effect immediately and shall be in force until further orders. …

10. This Order is withoutprejudice to the right of SEBI to take any other action that may be initiated against NAIL and its abovementioned past and present Directors in accordance with law.” 2. The interim order observed that the prima facie observations made therein were on the basis of the information obtained from the 'MCA 21 Portal' and the documents received from the complainants. The interim order advised the Company and its directors 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.

3. The interim order wasforwarded to the Company, Mr. Gopal Hazra, Mr. Dipankar De, Mr. Sanatan Paul, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajra (hereinafter collectively referred to as ‘noticees’). The same was duly delivered to Mr. Pinku Kumar Das, Mr. Kartick Charan and Mr. Himadri Bag. The letters issued to the Company, Mr. Dipankar De and Mr. Kaushik Royhad returned undelivered. Thereafter, attempts were made to deliver the interim order by hand delivery/ pasting on the last known addresses of these persons.

4. In the meantime, SEBI received a few investor complaints along with a letter of Central Bureau of Investigation (‘CBI’). The directors of the Company namely Mr. Pinku Kumar Das (vide his letters dated December 08, 2014 and January 14, 2015) and Mr. Kartick Charan (vide his letter dated December 16, 2014) submitted the reply to the interim order.

5. Before proceeding further with the matter, an opportunity of personal hearing was granted to the Company and its directors on April 22, 2015 and the same was communicated vide letters dated March 20, 2015. The date of personal hearing was also communicated vide the public notice dated April 14, 2015 in the newspaper namely ‘Anand Bazar Patrika’ and on April 15, 2015 in the newspaper namely ‘Times of India’.The Company and its directors were advised that in case they fail to appear before SEBI on the aforesaid date, then the matter would be proceeded ex-parte on the basis of material available on record. On the date of personal hearing, Ms. Ankita Nevatia, the Company Secretary appeared for the noticee namely Mr. Pinku Kumar Das and Mr. Dinesh Kumar Lodha appeared for the noticee namely Mr. Kartick Charan and made submissions.

OneMr. Manas Sarkar, Advocateturned up for the personal hearing on April 23, 2015, for the noticee namely Mr. Koushik Roy and requested for time to file the written submissions and documents. His request was considered and a time of twenty days was granted to file the written submissions. He was also advised to furnish the correct and complete address of Mr. Koushik Roy for communication, as the earlier letters issued by SEBI had returned undelivered. However, no written submissions were received by SEBI inspite of the expiry of twenty days’ time. SEBI also sent a reminder letter dated June 23, 2015 to Mr. Koushik Roy, which was returned undelivered. Thereafter, SEBI attempted to contact the advocate who had entered appearance for Mr. Koushik Roy, who intimated that Koushik Roy had not submitted any document to him nor contacted him.

Other directors including the Company had failed to turn up for the personal hearing. Considering that reasonable opportunities to the Company and its directors have already been afforded for making the submissions in the matter, I proceed further as against these on the basis of the material available on record.

6. The submissions made by Mr. Pinku Kumar Das (one of the noticee directors)vide his letters dated December 08, 2014, January 14, 2015 and April 22, 2015, is given below: a. He was appointed as an additional independent director to the Board of Directors of Newland on December 20, 2010.Mr. Dipankar De, the erstwhile Managing Director of the Company was his friend. b. After appointment as director of the Company, he had never attended any Board Meetings of the Company till the date of resignation i.e. April 01, 2013.

c. He had not participated in any decision pertaining to the procurement of investment from the general masses. The Company was procuring funds as per the practice followed by them much earlier to his appointment. He had no role in the decision making as to the channeling of the procured funds as well. He was not aware about the violations and had tried to contact other directors of the Company but no one was available. d. He had not acquired any shares of the Company and was never construed as the beneficial owner in the Company in his personal capacity or in terms of his relatives. e. His occupation was share broking and trading at the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE), but, as a consequence of the interim order his personal DP/ trading accounts at all the vendors have been blocked. f. He has requested to lift the blockade from his accounts and allow him to continue with the business. g. Vide his letter dated April 22, 2015, the details of his assets and properties as on March 31, 2015, was submitted.

7. Mr. Kartick Charan (another noticee director)vide his letters dated December 16, 2014 and April 22, 2015, submitted the details of his assets and properties as on December 31, 2014 and also submitted that: a. He was appointed as an additional independent director to the Board of Directors of Newland on March 10, 2010. He has only 0.55% holding in the Company. b. He had resigned from the Company on September 24, 2013. c. He was neither involved in the day to day affairs/ activities of the Company nor aware about the violations and had tried to contact other directors of the Company but no one was available. d. He had not attended any meeting or signed any official document or minutes of any meeting. He was never consulted or informed by the Company or its Chairman cum Managing Director or other directors about the issuance of RPS. e. Vide his letter dated April 22, 2015, the details of his assets and properties as on December 31, 2014, was submitted.

8. I have considered the interim order, the submissions of Mr. Pinku Kumar Das and Mr. Kartick Charan and the material available on record. The following are the observations from the interim order: “… i. NAIL was incorporated on September 1, 2009, with the ROC, Kolkata, with CIN No. as U01400WB2009PLC138143. NAIL has its Office at Bankadaha, P. S. Bishnupur, Kolkata–722164, West Bengal, India. ii. The Directors in NAIL are Shri Gopal Hazra, Shri Dipankar De and Shri Sanatan Paul. iii. Shri Kartick Charan, Shri Himadri Bag, Shri Koushik Roy, Shri Pinku Kumar Das and Shri Abhik Hajra, who were earlier Directors in NAIL, have since resigned. iv. Form 2 (Form for Return of Allotment – filed by NAIL with the ROC in accordance with the provisions of the Companies Act, 1956, for the Financial Years 2009–10, 2010–11, 2011–12 and 2012–13), revealed that the company issued and allotted Redeemable Preference Shares ("Offer of Redeemable Preference Shares"), details of which are provided below – Year Type of Total Amount No. of persons to whom Security Approximate preference shares were ( in Crores) allotted (approximate) 2009–10 Redeemable 0.98 3,525 2010–11 Preference 10.23 12,179 2011–12 Shares 22.75 30,532 2012–13 3.68 2,650 TOTAL 37.64 48,886 …”

9. The Company has not filed any reply. The noticee directors, except for Mr. Pinku Kumar Das and Mr. Kartick Charan, also have not filed any replies. I do not find any material on record to suggest that either the Company or the directors have disputed the observations and allegations made in the interim order.The interim order alleged that the Company had issued and allotted RPS to about 48,886 individuals/ investors and had mobilized funds amounting to about 37.64croreduring the Financial Years2009-10, 2010-11, 2011-12 and 2012-13), without complying the ‘public issue’ norms stipulated under Sections 56, 60 read with Section 2(36) and 73 of the Companies Act, 1956.The interim order had also alleged that the Company, by issuing shares to more than 49 persons, had made a public issue of RPSs in terms of the first proviso to Section 67(3) of the Companies Act, 1956.It has also been noted from the ‘Form 2’ that the allotment of RPS had happened during the Financial Years 2009- 10, 2010-11, 2011-12 and 2012-13.

10. In order to ascertain whether an issue of securities is a 'public issue' or done on 'private placement', it is necessary to make a reference to Section 67(3) of the Companies Act, 1956, which reads 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).” In terms of Section 67(3), as amended by the Companies (Amendment) Act, 2000, with effect from December 13, 2000, 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 firstproviso 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 concludewhether an issue of shares are made for public or done on a private placement basis. In view of the same, if an offer of securities are made to fifty or more persons, it would be deemed to be a public issue.

11. The Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others vs. SEBIand another(Civil Appeal Nos. 9813 and 9833 of 2011; decided on August 31, 2012) (‘the Sahara case’) had inter alia held 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. …” 12. It can be seen that the number of persons to whom RPS were allotted clearly exceeded 49. Therefore, considering the number of persons from whom monies were mobilised by the Company by issuing RPSs, which is definitely more than 49 persons, it can be concluded that the Company had made a public issue of RPS in terms of the first proviso to Section 67(3) of the Companies Act, 1956.

13. By making a public issue of RPS, as discussed above, 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: “... ... 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. …” 14. In view of the above observations, by virtue of Section 55A(a) and (b), the SEBI has jurisdiction and would govern the issue of RPS as the same was made to more than 49 persons. As alleged in theinterim order, the Company was mandated to comply with the provisions of Sections 56, 60 and 73 of the Companies Act, 1956 in respect of its offer and issue of RPS. 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'.

15. The interim order has alleged that the Company failed to comply with Section 73 of the Companies Act, 1956 in respect of its issuance of RPS. By issuing RPS to more than 49 persons, the Company had to compulsorily list such securities in compliance with Section 73(1) of the Companies Act, 1956. 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. There is no material on record to say that the Company has filed an application with a recognised stock exchange to enable the RPS to be dealt with in such exchange. Therefore, the Company has failed to comply with this requirement.

16. Section 73(2) of the Companies Act, 1956 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". As the Company failed to make an application for listing such RPS, the Company had to forthwith repay such money collected from investors. If such repayments are not made within 8 days after the Company becomes liable to repay, the Company and every director of the Company, is jointly and severally liable to repay with interest at such rate. There is no material on record to say that the Company has complied with such provision.

17. I note that the Company had mobilized 37.64crores from the public under its offer and issue of RPS and in doing so it has failed to comply with the provisions of the Companies Act, 1956. The details as discussed above are sufficient to substantiate the charges.

18. I note that the interim order was issued against the directors of the Company namely Mr. Gopal Hazra, Mr. Dipankar De, Mr. Sanatan Paul, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajra.

a. The details of the appointment and resignations of the directors of the Company are as under: Name Date of Appointment Date of Cession

Mr. Gopal Hazra 01/09/2009 - Mr. Dipankar De 01/09/2009 - Mr. Sanatan Paul 31/10/2012 - Mr. Kartick Charan 10/03/2010 24/09/2013 Mr. Himadri Bag 10/03/2010 01/04/2011 Mr. Koushik Roy 01/09/2009 24/09/2013 Mr. Pinku Kumar Das 20/12/2010 01/04/2013 Mr. Abhik Hajra 10/03/2010 14/10/2013 b. I note that the Company had commenced the offer and issuance of RPS from 2009- 2010 and continued with its money mobilization activity till the financial year 2012- 13 (the last date of allotment as per the relevant ‘Form 2’ being June 07, 2012).Section 56 of the Companies Act, 1956 imposes the liability for the compliance, on the company, every director, and persons responsible for the issuance of the prospectus. The liability of the Company to repay under Section 73(2) of the Companies Act, 1956read with Section27 of the SEBI Act, is continuing and the same continues till all the repayments are made to the investors/ public. Therefore, the directors who were present during the period when the Company had made the offer and allotted RPS shall be liable for violation of Sections 56, 60 and 73 of the Companies Act, 1956 including the default in making refunds as mandated therein. As the liability to make repayments under Section 73(2) of the Companies Act read with Section 27 of the SEBI Act is a continuing liability, the persons who joined the Company’s Board pursuant to the offer and allotment of RPS shall also be liable if the Company and the concerned directors have failed to make refunds, as mandated under the discussed provisions of law.

c. From the table above, it is noted that the noticees namely Mr. Gopal Hazra, Mr. Dipankar De, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajrawere the directors of the Company at the time of impugned issues and allotment of RPS.Mr. Gopal Hazra and Mr. Dipankar Decontinue to be the directors in the Company, however, they have not responded to the interim order, inspite of the public notices in the newspaper. The other noticees namely Mr. Himadri Bag, Mr. Koushik Roy and Mr. Abhik Hajra have also not responded to the interim order.

The noticees namely Mr. Pinku Kumar Das and Mr. Kartick Charan vide the respective letters submitted that they had resigned from the Company on April 01, 2013 and September 24, 2013 respectively. I note that these persons had resigned after the impugned issues of RPS and had failed to exercise necessary due diligence while on the board of the Company.

From the above observations, it can be concluded that the noticees namely Mr. Gopal Hazra, Mr. Dipankar De, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajraareliable, jointly and severally, for making refunds to the investors as mandated under Section 73(2) of the Companies Act, 1956read with Section 27 of the SEBI Act.

d. I note thatMr. Sanatan Paulwas appointed as director of the Company on October 31, 2012 i.e. after the last date of allotment. He is also one of the present directors of the Company. It is observed that he has not exercised necessary diligence after becoming the director in the Company. The inaction by him against the management (for violating the public issue norms as stipulated under the Companies Act, 1956 while making the offer and issuing the preference shares), even after the receipt of the interim order, leads one to conclude on a possible collusion with the Company and its management. Further, Mr. Sanatan Paul has also not taken any steps to remedy the violations committed. Therefore, I hold Mr. Sanatan Paul to be responsible for the affairs of the Company and liable for the contraventions found against the Company and also for the consequences of such violations.

19. I note that Newland Agro Industries Limited, Mr. Gopal Hazra, Mr. Dipankar De, Mr. Sanatan Paul, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajrawere required to provide full inventory of the assets and properties and furnish complete and relevant information in respect of the Offer of RPSfor compliance with the direction in the interim order. Mr. Pinku Kumar Das vide his letter dated April 22, 2015, submitted the asset details as on March 31, 2015. Mr. Kartick Charan vide his letter dated April 22, 2015, submitted the asset details (containing only the value of shares and a motor car)as on December 31, 2014. No other noticee has submitted the details as asked vide the interimorder.

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 with sections 11 and 11B thereof hereby issue the following directions:

a. The Company,Newland Agro Industries Limited [PAN: AADCN1275G] and its directors Mr. Gopal Hazra [PAN: ADJPH8999K], Mr. Dipankar De [PAN: AGAPD9745P], Mr. Sanatan Paul [PAN: AQEPP1934A], Mr. Kartick Charan [PAN: AHOPC4656P], Mr. Himadri Bag [PAN: AJXPB3796L],Mr. Koushik Roy [PAN: ARGPR9526B], Mr. Pinku Kumar Das [PAN: AIQPD0779D] andMr. Abhik Hajra [PAN: ACOPH4497C]jointly and severally, shall forthwith refund the money collected by the Company through the issuance of Redeemable Preference Shares(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 RPS, 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 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) and in one local daily (in Bengali) 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, the Company 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. Newland Agro Industries Limited and its directorsMr. Gopal Hazra, Mr. Dipankar De, Mr. Sanatan Paul, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy and Mr. Abhik Hajraare 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.Mr. Pinku Kumar Das is directed to provide the updated detailed inventory of all assets and properties and details of all bank accounts, demat accounts and holdings of shares/ securities, if held in physical form.

g. In case of failure of Newland Agro Industries Limited and its directors Mr. Gopal Hazra, Mr. Dipankar De, Mr. Sanatan Paul, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajra, to comply with the aforesaid directions SEBI, on the expiry of the three months period from the date of this order,- i. shall recover such amounts in accordance with Section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/directors and the persons/officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company.

h. 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.

i. The directors namely Mr. Gopal Hazra, Mr. Dipankar De, Mr. Sanatan Paul, Mr. Kartick Charan, Mr. Himadri Bag, Mr. Koushik Roy, Mr. Pinku Kumar Das and Mr. Abhik Hajraarerestrained 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, as directed above.

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

22. This Order is withoutprejudice to any action, including adjudication and prosecution proceedings, that might be taken by SEBI in respect of the above violations committed by the Company, its promoters, directors and other key persons.

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

24. 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 :October 19th, 2015 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA