Order in the matter of Pious Agro Industries Limited

WTM/PS/175/ERO/IMD/MAR/2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In the matter of Pious Agro Industries Limited In respect of - 1. Pious Agro Industries Limited (PAN: AAFCP3661A) and its Directors, 2. Mr. Palas Chandra Dey (DIN:02886441, PAN: APQPD7806Q), 3. Mr. Monoranjan Dey (DIN:02886446, PAN: AIMPD8612K), 4. Smt. Sunita Saha (DIN:05240299, PAN: CDUPS4544N) and 5. Mr. Chiranjib Banerjee (DIN: 02886457, PAN: AVAPB1280A)

Date of hearing: September 04, 2015 Appearance: Noticee, Mr. Chiranjib Banerjee appeared along with his Advocates, M/s. Manas Sarkar and Rajib Mohon Chatterjee. Other noticees failed to appear. For SEBI: Mr. Prasanta Mahapatra, General Manager, Mr. T. Vinay Rajneesh, Assistant General Manager and Ms. Nikki Agarwal, Assistant Manager.

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”), vide an ex-parte interim Order dated April 17, 2015 (hereinafter referred to as "the interim order") had observed that the company, Pious Agro Industries Limited (hereinafter referred to as "PAIL" or "the Company") was prima facie engaged in fund mobilizing activity from the public, by making offer and issuing Redeemable Preference Shares (hereinafter referred to as "RPSs") and 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 the Company and its directors are restrained from carrying on with their fund mobilizing activity, SEBI had issued the following directions:

“15. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11(1), 11(4), 11A and 11B of the SEBI Act, 1992, hereby issue the following directions – i. PAIL shall forthwith cease to mobilize any fresh funds from investors through the offer of RPS 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. PAIL and its past/present Directors, viz. Shri Palas Chandra Dey (DIN:02886441, PAN: APQPD7806Q), Shri Monoranjan Dey (DIN:02886446, PAN: AIMPD8612K), Smt Sunita Saha (DIN:05240299, PAN: CDUPS4544N) and Shri Chiranjib Banerjee (DIN: 02886457, PAN: AVAPB1280A) 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. PAIL 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. PAIL shall provide a full inventory of all its assets and properties; v. PAIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. PAIL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the offer of RPS, without prior permission from SEBI; vii. PAIL and its abovementioned Directors shall not divert any funds raised from public at large through the offer of RPS, which are kept in bank account(s) and/or in the custody of PAIL;

viii. PAIL and its abovementioned Directors shall furnish complete and relevant information within 21 days from the date of receipt of this Order.

16. The above directions shall take effect immediately and shall be in force until further orders. ………….”.

2. The interim order advised the Company and its past/present directors, namely, Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee (collectively referred to as “the 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 Redeemable Preference Shares along with 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.

3. The interim order was forwarded to the noticees vide SEBI letter dated April 17, 2015. The letters sent to the Company, Mr. Palas Chandra Dey and Mr. Monoranjan Dey returned undelivered. Mr. Chiranjib Banerjee, vide letter dated May 15, 2015, submitted his response, inter alia submitting as follows: (a) He had neither executed any documents at any point in time for being inducted as a director in the Company nor had anything to do with the running and management of the Company. (b) He was an employee in the Company and had no knowledge whatsoever regarding the internal activities and management of the Company. (c) He was appointed as a “motivator” in the Company from January 10, 2010 and was issued an offer letter to that effect. (Copy of such letter was enclosed).

(d) In the course of his employment on or about August 21, 2012, he learned that he was made as a director without his knowledge and on the basis of forged and fabricated documents. On protesting, he was told by Mr. Palas Chandra Dey (another noticee-director) that the chartered accountant of the Company had incorporated his name as a director and that the same would be rectified immediately. (e) On having serious apprehensions regarding the activities of the Company, he repeatedly requested them to remove his name as a director. However, the same was delayed on one pretext or another. (f) All of a sudden on August 23, 2012, the Company terminated his services from the Company on account of his misbehaving. At that point of time, he was made to sign in some blank A4 size white papers stating that the same were required for removing his name as a director. He was also threatened to stop payment of his salary if he does not sign. (g) Despite signing the same, he has outstanding dues as salary from the Company. (h) The noticee has no knowledge with respect to the queries. He is ready and willing to extend his co-operation to unearth the truth as to how the three directors of the Company who are at the helm of affairs of the Company enjoyed all benefits and violated the law of the land.

4. The noticees were afforded an opportunity of personal hearing in the matter on September 04, 2015. The schedule was communicated vide SEBI letters dated August 10, 2015. As the interim orders sent to few noticees returned undelivered, SEBI also made a public notice in the Times of India and Anandbazar Patrika dated September 03, 2015. On the date of hearing, noticee, Mr. Chiranjib Banerjee appeared along with his Advocates, M/s. Manas Sarkar and Rajib Mohon Chatterjee. Written submissions was filed and the Advocates made oral submissions on the lines of the written submissions. While reiterating the submissions made in his reply dated May 15, 2015, the noticee additionally stated as follows: (a) The noticee was working in Weird Industries Limited as a Branch In-charge. Mr. Palash Chandra Dey was also working in the same company at that point of time. He left and formed the Company along with other directors. (b) The noticee was requested to join the Company as a motivator and was appointed on January 10, 2010.

(c) The noticee was informed that the Company was engaged in various businesses and that hotels were acquired in Darjeeling and Gangtok, tea garden in Jalpaiguri, fisheries in Arambag and various packaged food items were manufactured in different parts of West Bengal. The businesses were informed only verbally and the noticee did not have the occasion to visit or verify any of the aforesaid projects. (d) His duty was to inform the different agents working for the Company about the businesses of the Company and to monitor that they were working to the satisfaction of the directors of the Company. The appointment or termination of the said agents and the decisions were taken by the directors.

Other noticees failed to appear despite the public notice made in newspapers. I also note that till date, no response has been received from the other noticees. In view of the above, I proceed to consider the matter on merits.

5. I have considered the interim order, the response of noticee, Mr. Chiranjib Banerjee and other material on record. The interim order has alleged that the Company has made a public issue of RPS without complying with the public issue norms as stipulated under sections 56, 60 and 73 of the Companies Act, 1956 read with Companies Act, 2013. The following portions from the interim order are relevant to note: (a) The Company was incorporated as Pious Agro Industries Limited (CIN: U01400WB2010PLC141472) on January 28, 2010 with RoC, Kolkata having its registered office at Near Bajaj Kalimata showroom, Ward No. 13, Arambagh, West Bengal- 712601.

(b) From the audited Balance Sheet of the company as on March 31, 2012, the Company had issued 15,76,200 RPS amounting to Rs.1,57,62,000/- during FY 2010-11 and 2011-12. The auditors of the Company in their audit report for the year ended March 31, 2012, at point no. XX, has clearly observed "The company has raised 6,55,200 redeemable Preference Shares amounting to Rs. 65,52,000 by way of public issue during the year." {Emphasis supplied}.

6. The interim order also observed “…PAIL and its directors failed to submit relevant information sought by SEBI in this regard despite being granted several opportunities to do so. In the absence of any reply from the company, the auditor's statement that the issue of RPS was by way of a public issue is taken on record as a statement of fact. Based on the facts available in this case, including in particular the submission of the auditors of the company that PAIL raised funds by way of a public issue of RPS, and in the absence of any assertion to the contrary, the only conclusion can be that this issue was nothing but a public issue of securities in terms of provisions of Section 67(3) of the Companies Act, 1956”.

7. To ascertain whether an issue of securities is a 'public issue' or done on 'private placement', a reference to section 67(3) of the Companies Act, 1956 needs to be made: 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 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.

Non-Banking Financial Companies (NBFCs) and Public Financial Institutions (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. The Company is not an NBFC or PFI.

8. As mentioned above, the Company has not disputed the observations and allegations made in the interim order. The Company has collected a substantial amount of Rs.1.57 crore during FY 2010- 11 and 2011-12. The auditor of the Company has specifically stated that during FY 2011-12, the Company had raised Rs.65.52 lakh through issue of 6,55,200 RPS. SEBI has also perused the complaints received in this matter and noted that there are atleast 28 complaints enclosing preference share certificates issued by the Company. Considering the statement made by the Auditor in the Balance Sheet of the Company, the quantum of amounts raised through offer and issue of RPS, the complaints from investors and the Company’s refusal to provide information, I come to a conclusion that the Company had made a public offer in terms of section 67 of the Companies Act, 1956 and agree with the prima facie observation made in the interim order, as reproduced in paragraph 6 above.

9. By making a public issue of RPSs, 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 regard, I note that 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".

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.

10. The interim order has alleged that the Company failed to comply with sections 56, 60 and 73 of the Companies Act, 1956. In this regard, I observe the following: a. 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 Prospectus produced by the Company with respect to its offer of RPS. Accordingly, I find that the Company has failed to comply with sections 56 and 60.

b. By making a public issue of RPS, 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 to say that the Company has filed an application with a recognized stock exchange to enable the RPSs to be dealt with in such stock exchange. Therefore, the Company has failed to comply with this requirement.

c. 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".

As the Company failed to make an application for listing such securities, 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 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 RPSs 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. SEBI is in receipt of complaints from investors alleging that the Company has closed its branches and has defaulted in the payments.

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."

d. Section 73(3) states that - All moneys received as aforesaid shall be kept in a separate bank account maintained with a Scheduled Bank 1 [until the permission has been granted, or where an appeal has been preferred against the refusal to grant such. permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub-section (2)]; and if default is made in complying with this sub-section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees.”. As found above, the Company had not applied and obtained listing permission. The Company is therefore in non-compliance with this provision also.

e. The mobilization was done during FY 2010-11 and 2011-12. The amounts mobilized through the issue of securities 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 section 73(2) of the Companies Act, 1956 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 raised by the Company through its offer and issuance of RPS, including Rs.1.57 crore (as alleged in the interim order) due to be repaid by the Company. As stated above, the liability of the Company to refund the public funds collected through offer and allotment of the impugned RPSs is continuing and such liability would cease only if the repayments are made in accordance with the relevant provisions of law.

11. In view of the above observations, I hereby conclude 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 including failure to make refunds mandated under section 73(2) of the Companies Act, 1956.

12. The interim order has been issued to the Company’s past/present directors, namely, Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee. Regarding the liability of these persons, I observe the following:

(a) As per the information available in the MCA portal, the following are the present directors of the Company. It is noted that Mr. Manoranjan Dey (director) and Mr. Palas Chandra Dey (Managing Director) were appointed on January 28, 2010 (i.e. from the date of incorporation of the Company):

IN/DPIN/PAN Full Name Present residential address Designation Date of Appointment PASCHIM KRISHNAPUR, ARAMBAGH MUNICIPALITY, MONORANJAN 02886446 PS ARAMBAGH DIST Director 28/01/2010 DEY HOOGHLY, 712601, West Bengal, INDIA PALAS ARAMBAGH, WARD NO 3, Managing 02886441 ARAMBAGH DIST HOOGHLY, 28/01/2010 CHANDRA DEY director 712601, West Bengal, INDIA 7/2, Jadab Chandra Ghosh Lane by no., Baranagar, North 24 05240299 SUNITA SAHA Director 28/03/2012 Paganas, Kolkata, 700036, West Bengal, INDIA (b) I also note that noticee, Mr. Chiranjib Banerjee was appointed as a director on January 28, 2010 and had resigned from the position on March 28, 2012.

(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.

(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. Such liability is a joint and several liability on them. Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the Company made the offer and allotted RPSs 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 continuing, the persons who join the Company’s Board pursuant to the offer and allotment of RPSs shall also be liable if the Company and the concerned directors have failed to make refunds as mandated under law.

(e) All the 4 persons were the directors during the relevant period when the Company made offer and issued securities. Accordingly, for the reasons mentioned above, I find Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee (irrespective of his subsequent resignation as director) liable, as directors of the Company, for the violation of sections 56, 60 and 73 of the Companies Act, 1956 as found in this Order and default in making refunds in terms of section 73(2) of the Companies Act read with section 27 of the SEBI Act, as ordered herein.

13. The Company and its directors have also not complied with the interim order by providing information as sought for therein. In view of the foregoing observations and findings, the interim order cum show cause notice is disposed off with the following directions.

14. 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(1), 11(4), 11A and 11B thereof, hereby issue the following directions: (a) Pious Agro Industries Limited, Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee, 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 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) Pious Agro Industries Limited, Mr. Palas Chandra Dey, Mr. Monoranjan Dey and Smt Sunita Saha, 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) Pious Agro Industries Limited, Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee 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 Pious Agro Industries Limited, Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee 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 the process of winding up of the Company. e) would also make a reference to the Ministry of Corporate Affairs to flag the names of notice directors in its database so that information may be perused by RoC or any other regulatory authority.

(h) Pious Agro Industries 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 4 years from the date of completion of refunds to investors as directed above.

(i) Mr. Palas Chandra Dey, Mr. Monoranjan Dey, Smt Sunita Saha and Mr. Chiranjib Banerjee 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 4 years from the date of completion of refunds to investors, as directed above.

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

15. 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.

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

17. 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.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: March 02nd, 2016 Place: Mumbai