Order in the matter of Orchid Cultivation Projects India Limited and its directors

WTM/PS/69/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 Orchid Cultivation Projects India Limited In respect of: 1. Orchid Cultivation Projects India Limited [PAN: AABCO5512D] 2. Mr. Sumanta Banerjee [PAN: AMNPB4741N], 3. Mr. Rajiv Kumar Singh [PAN: BYDPS1992M], 4. Mr. Jyotirmoy Bhattacharjee [PAN: BOZPB3968J]and 5. Mr. Subir Kumar Paul [PAN: AKLPP5280G] Date of Hearing: April 22, 2015 Appearance: For Noticees: Mr. Nityananda Roy, Advocate, Mr. Pallab Bepary, Advocate. For SEBI: Ms. Soma Majumdar, 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 December 03, 2014 (hereinafter referred to as „the interim order‟) had observed that the company, Orchid Cultivation Projects India Limited (hereinafter referred to as „Orchid‟ or „theCompany‟) 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 ensure that only legitimate fund raising activities are carried on by the Company and its directors, 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. OCPIL 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.

OCPIL and its present Directors, viz. Sumanta Banerjee (PAN: AMNPB4741N; DIN: 02121460), Rajiv Kumar Singh (PAN: BYDPS1992M; DIN: 03564548), and Jyotirmoy Bhattacharjee (PAN: BOZPB3968J; DIN: 06840082) alongwith its past Director, viz. Subir Kumar Paul (PAN: AKLPP5280G; DIN: 03564557), 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. OCPIL 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; iv. OCPIL shall provide a full inventory of all its assets and properties; v. The abovementioned past and present Directors of OCPIL shall provide a full inventory of all their assets and properties; vi. OCPIL 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 Redeemable Preference Shares, without prior permission from SEBI; vii.

OCPIL and its abovementioned 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 OCPIL; viii. OCPIL and its abovementioned present Directors shall furnish complete and relevant information in respect of the Offer of Redeemable Preference Shares (as sought by SEBI letter dated August 8, 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 OCPIL 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 correspondences exchanged between SEBI and Orchid, 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 forwarded to the Company,Mr. Jyotirmoy Bhattacharjee and Mr. Subir Kumar Paul had returned undelivered. In view of the same, attempts were made to deliver the interim order by hand delivery/ pasting on the last known addresses of these persons.The interim order forwarded to Mr. Sumanta Banerjee and Mr. Rajiv Kumar Singh were duly delivered.

4. Thereafter, an opportunity of personal hearing was granted to the Company and its directors on April 22, 2015 and the same was communicated vide the respective 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, the advocates Mr. Nityananda Roy and Mr. Pallab Bepary appeared for Mr. Subir Kumar Paul andfiledthe written submission dated April 22, 2015.

The Company and other directorsfailed to turn up for the personal hearing. Considering that reasonable opportunities were already afforded to the Company and its directors for making the submissions in the matter, I proceed further as against these on the basis of the material available on record.

5. The submissions of Mr. Subir Kumar Paul, in brief are as under: a. He was one of the directors of the Company and had expressed his intention to resignon January 15, 2013. The request for resignation was deferred for the reasons of requirement of minimum number of directors. b. On March 11, 2014, one Mr. Jyotirmoy Bhattacharjee had consented to become the director of the Company. Upon this, the Board of the Directors of the Company asked Mr. Subir Kumar Paul to furnish a fresh resignation, which was submitted by him on March 11, 2014. The resignation was duly approved at the Board meeting dated March 12, 2014 and the same was submitted to the concerned RoC at Kolkata on March 14, 2014.

c. The Company vide letter dated March 21, 2014, relieved him from all the responsibilities and obligations as director to the Company,with retrospective effect from July 15, 2013. d. He was indemnified by the Company against all possible claims and demands arising in due course both prior and subsequent to the resignation. e. He had not received any deposit/ funds.

6. I have considered the interim order, the submissions of Mr.Subir Kumar Paul and the material available on record. The following are the observations from the interim order: “… i. OCPIL was incorporated on August 12, 2011, with the ROC, Kolkata with CIN No. as U01403WB2011PLC166376. OCPIL's Registered Office is at 4/2, S.N. Banerjee Road, Barrackpure Shopping Arcade (1st Floor), Kolkata – 700120, West Bengal, India. ii. The present Directors in OCPIL are Sumanta Banerjee, Rajiv Kumar Singh and Jyotirmoy Bhattacharjee. iii. Subir Kumar Paul who was earlier a director in OCPIL, has since resigned. iv. Form 2 (Form for Return of Allotment – filed by OCPIL with the ROC in accordance with the provisions of the Companies Act, 1956) for the Financial Year 2012–13, reveals that OCPIL issued "Redeemable Preference Shares" ("Offer of Redeemable Preference Shares") to investors, details of which are provided below – Type of security Year Date of No. of persons to Total allotment whom preference amount shares were allotted (₹ in Lakhs) Redeemable Preference 2012–13 30/06/2012 124 7.60 Shares … vi. From the documents …, it is observed that there are approximately 36 preference share certificates issued by OCPIL during the Financial Year 2013–14. In addition, it is observed that there are approximately 6 preference share certificates where date of allotment is during the Financial Year 2012–13. However, OCPIL has not filed Form 2 for the aforesaid. ” 7. I note that except Mr. Subir Kumar Paul,none has replied to the interim order. The Company has not disputed the observations and the allegations made against it and its directors in the interim order.The interim order alleged that the Company had issued and allotted RPS to a total of 124 individuals/ investors on June 30, 2012. Vide such allotment, the Company had mobilized funds amounting to about ₹7.60 lakh during the Financial Year2012-13, 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‟ taken from the „MCA 21‟ portal that the allotment of RPS had happened on June 30, 2012.

8. 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), 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 for reaching a conclusion whether an issue of shares are for public or 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.

9. 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. …” 10. 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.

11. By making a public issue of RPS, 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. …” 12. 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. 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, that 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'. From the available details, it is seen that the Company has failed to comply with the above said provisions of the Companies Act, 1956.

13. 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.

14. 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". The Company has failed to make an application for listing such RPS, in view of the same, 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 are liable to repay with interest at such rate. Further, there is no material on record to say that the Company has complied with the provisions of Section 73(3) as the amounts received from the investors have not been kept in a separate bank account and also not repaid the same in accordance with Section 73(2).

15. In view of the above, it is concluded that the Company has not complied with the provisions of Sections 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013. I note that the Company had mobilized ₹7.60 lakh 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 taken from the „MCA 21‟ portal and the correspondence of the Company are sufficient to substantiate the charges.

16. Liability of the directors: I note that the interim order was issued against the directors of the Company namely Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singh, Mr. Jyotirmoy Bhattacharjee and Mr. Subir Kumar Paul.

a. I note that the Company had offered and issued RPS on June 30, 2012. Sections 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 read 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, 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.

b. The details of the appointment and resignations of the directors of the Company are as under:

Name Date of Appointment Date of Cession Mr. Sumanta Banerjee August 12, 2011 - Mr. Rajiv Kumar Singh August 12, 2011 - Mr. Jyotirmoy Bhattacharjee March 10, 2014 - Mr. Subir Kumar Paul August 12, 2011 March 11, 2014 c. The directors namely Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singhand Mr. Subir Kumar Paulwere appointed as the directors of the Company on August 12, 2011. These persons were the directors of the Company at the relevant time, when the violation of the public issue norms were committed by the Company.Mr. Sumanta Banerjee and Mr. Rajiv Kumar Singh continue to be the directors in the Company.

The director namelyMr. Subir Kumar Paulhadresigned on March 11, 2014 i.e. after the date of the impugned public issue.Mr. Subir Kumar Paulhas submitted that the Company had relieved him from all the responsibilities and obligations, with retrospective effect from July 15, 2013 and he was indemnified by the Company against all possible claims and demands arising in due course both prior and subsequent to the resignation. I note that the legal obligations cannot be relieved by making statements and being the director of the Company at the relevant point of time, he is responsible for thecontraventions of the Company.

In view of the same,Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singh and Mr. Subir Kumar Paulhave failed to make refunds to the investors when such securities were not listed in terms of the Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act.

d. I note that Mr. Jyotirmoy Bhattacharjeewas appointed as director of the Company on March 10, 2014 i.e. after the impugned issue. 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. Jyotirmoy Bhattacharjee has also not taken any steps to remedy the violations committed. Therefore, I hold Mr. Jyotirmoy Bhattacharjee also to be responsible for the affairs and hence liable for the contraventions found against the Company and for the consequences of such violations.SEBI is advised to issue a show cause notice to him for further appropriate directions in case the Company and directors fail to refund the amounts collected from investors against offer and/ or allotment of RPS.

17. In view of the discussion above, all the said persons being the persons in-charge of and responsible for the conduct of the business of the Company, are responsible for the contraventions committed by the Company as found above. For such violations, appropriate directions need to be issued.

18. As per the interim orderOrchid Cultivation Projects India Limited was required to provide full inventory of the assets and properties. Further, the Company and Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singh, Mr. Jyotirmoy Bhattacharjee and Mr. Subir Kumar Paul were required to furnish complete and relevant information in respect of the Offer of RPS. However, no such information has been provided.

19. 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.

20. 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,Orchid Cultivation Projects India Limited[PAN:AABCO5512D]and its directors Mr. Sumanta Banerjee [PAN: AMNPB4741N],Mr. Rajiv Kumar Singh [PAN: BYDPS1992M], Mr. Jyotirmoy Bhattacharjee [PAN: BOZPB3968J] and Mr. Subir Kumar Paul [PAN: AKLPP5280G]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. Orchid Cultivation Projects India Limited and its directors Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singh, Mr. Jyotirmoy Bhattacharjee and Mr. Subir Kumar Paulare 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 Orchid Cultivation Projects India Limited and its directors Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singh, Mr. Jyotirmoy Bhattacharjee and Mr. Subir Kumar Paul, 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. Orchid Cultivation Projects India 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 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 4 (four) 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 directorsnamely, Mr. Sumanta Banerjee, Mr. Rajiv Kumar Singh, Mr. Jyotirmoy Bhattacharjee and Mr. Subir Kumar Paularerestrained 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 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 4 (four) years from the date of completion of refunds to investors, as directed above.

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

21. 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.

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

23. 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 :October15, 2015 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA