Order in the matter of Purusattam Infotech Industries Ltd

Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter of Purusattam Infotech Industries Limited (PAN: AAECP9958R) and its Directors, viz. Shri Nirmal Midya (DIN: 02343424; PAN: AVFPM9293F), Shri Animesh Biswas (DIN: 02343479; PAN: ALMPB0467F), Shri Prasenjit Pal (DIN: 02368739; PAN: AYUPP7284M), Miss Moumita Paul (DIN: 02670052; PAN: BBIPP0468F) and Smt. Gita Pal (DIN: 02940376; PAN: BBHPP9647P)

1.1 Purusattam Infotech Industries Limited ("PIIL"), having its Office at 12, Dumdum Road, Kolkata–7000774, West Bengal, was incorporated on December 11, 2008, with the ROC, Kolkata, West Bengal with CIN No. as U72900WB2008PLC131180. 1.2 On receipt of information about collection of money by PIIL and subsequent enquiry by SEBI, it was observed that PIIL had issued Cumulative Redeemable Preference Shares, to 1553 persons in the year 2009-2010 ("hereafter referred to as Offer of CPS") and collected an amount of Rs.1.02 crore, and in the year 2010-2011 to 536 persons and collected Rs.34 lakhs. 2.1 Since the above said Offer of CPS was found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act"); the Companies Act, 1956, SEBI passed an interim order dated September 9, 2014 and issued directions mentioned therein against PIIL and its directors, Shri Nirmal Midya, Shri Animesh Biswas, Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal. 2.2 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. PIIL has made an Offer of CPS and collected money to the extent of Rs. 1.36 crore, by issuing cumulative preference shares from the public, as shown in the following Table. In addition to that, PIIL also collected a total of 1.29 Crores towards share application money. In total PIIL has collected an amount of Rs. 2.65 crores. Table 1

Year Type of Date of No. of No. of Total Security Allotment securities persons to Amount ( in whom Crores) preference Approximate shares were allotted 12.06.2009 1,123 181 0.11 Cumulative Preference 29.10.2009 1,741 242 0.18 2009 – Shares of 16.03.2010 5,046 831 0.50 10 1000 31.03.2010 2,338 299 0.23 Sub total 10,248 1,553 1.02 Cumulative 14.06.2010 3,430 536 0.34 2010 – Preference 11 Shares of 1000 Grant Total 13,678 2,089 1.36

2.3 The Offer of CPS was a deemed public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, Accordingly, the resultant requirement under Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3) of the Companies Act, the SEBI (Disclosure and Investor Protection) Guidelines, 2000 ("DIP Guidelines") read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations") were not complied with by PIIL. 2.4 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated September 9, 2014 with immediate effect. i. PIIL shall not mobilize funds from investors through the Offer of 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. PIIL and its Directors, viz. Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal including its past Directors, viz. Shri Nirmal Midya and Shri Animesh Biswas, 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.

PIIL 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. PIIL shall provide a full inventory of all its assets and properties; v. PIIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. PIIL 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 Preference Shares, without prior permission from SEBI; vii. PIIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Preference Shares, which are kept in bank account(s) and/or in the custody of PIIL; viii. PIIL and its abovementioned present Directors shall furnish complete and relevant information (as sought by SEBI letters dated July 30, 2013 and January 30, 2014), within 21 days from the date of receipt of this Order. 3.1 Vide the said interim order PIIL and its abovementioned Directors were given an opportunity to file their reply, within 21 days from the date of receipt of the said interim Order.

The order further stated that the concerned persons may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard. 4.1 Service of interim order: The copy of the said interim order was sent to the above mentioned entities by letter dated September 09, 2014 through registered post acknowledgement due. These either returned undelivered/no reply were received from the entities. The letter sent to PIIL, Miss Moumita Paul and Shri Prasenjit Pal, Smt. Gita Pal and Shri Nirmal Midya came back undelivered. The delivery status of the letter sent to Shri Animesh Biswas could not be ascertained. 4.2 Subsequently, vide notification dated April 14, 2015, published in newspaper Ananda Bazar Patrika, and notification dated April 15, 2015 published in newspaper Times of India, PIIL and the directors were notified by SEBI, that they will be given the final opportunity of being heard on April 22, 2015 at the time and the venue mentioned therein. 5.1 Hearing and submissions: Neither PIIL nor the directors of PIIL availed the opportunity of hearing held on April 22, 2015. No submissions were made either by the Company or by the directors 6.1 I have considered the allegations, and material on record.

On perusal of the same the following issues arise for consideration. Each question is dealt with separately under different headings. 1. Whether the company came out with the Offer of CPS ? 2. If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3), the Companies Act,1956? 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed? 7.1 Whether the company came out with the Offer of CPS?: I have perused the interim order dated September 9, 2014 for the allegation of Offer of CPS. The company and the directors have not disputed the said issuance by way of any oral or written representations. 7.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal'. The perusal of Form 2 filed in respect of the allotments dated June 12, 2009, October 29, 2009, January 27, 2010, March 16, 2010, March 31, 2010 and June 14, 2010 show that PIIL, in total, had issued and allotted 16,180 CPS to 2271 persons, and collected Rs. 0.11 crore, Rs.0.18 crore, Rs.0.5 crore, Rs.0.25 crore, Rs.0.23 crore and Rs.0.34 crore respectively, as shown in the following Table 2. As per the allegation in the interim order, the allotment dated March 16, 2010 was made to 831 alottees.

However, on perusal of the Form 2 for the allotment dated March 16, 2010, I find that allotment was made only to 424 allotees. In respect of the allotment dated January 27, 2010, I find that the serial number of the “list of allottees” annexed to the Form 2, starts from 243, instead of serial no.1 and ends in serial number 831. Therefore, I find that 589 allottees had been made allotment on January 27, 2010. Table 2 Total Type of Date of No. of No. of Amount(₹ in Year Security Allotment securities Alottees Crores) Approximate 12.06.2009 1,123 181 0.11 Cumulative 29.10.2009 1,741 242 0.18 2009 – Preference 27.01.2010 5,046 589 0.5 10 Shares of 16.03.2010 2,502 424 0.25 Rs.1000 31.03.2010 2,338 299 0.23 Cumulative 2010 – Preference 14.06.2010 3,430 536 0.34 11 Shares of Rs.1000 16,180 2271 1.61 Total

7.3 A perusal of the Balance Sheet for the Financial Years 2008–09 and 2009–10, show that PIIL collected a total of Rs. 1.29 Crores towards share application money. Therefore the Company in total has collected Rs. 2.9 crores from the public. 8.1 If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3), the Companies Act,1956?: The provisions alleged to have been violated and mentioned in Issue No.2 are applicable to the offer made to the public. Therefore the primary question that arises for consideration is whether the issue of preference shares covered in Issue No 1 is a ‘public issue’. At this juncture, reference may be made to sections 67(1) & (3) of the Companies Act, 1956: "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)any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitations to subscribe for them extended 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. (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).” 8.2 The following observations of the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & ORs. Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011) (hereinafter referred to as the 'Sahara Case'), while examining the scope of Section 67 of the Companies Act, 1956, are worth consideration:- "84.

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. 85. 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, after 13.12.2000, any offer of securities by a public company to fifty persons or more will be treated as a public issue under the Companies Act, even if it is of domestic concern or it is proved that the shares or debentures are not available for subscription or purchase by persons other than those receiving the offer or invitation. (Emphasis supplied). 8.3 Section 67(3) provides for situations when an offer is not considered as offer to public. As per the said sub section, if the offer is one which is not 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 {(section 67(3)(a)}, or, if the offer is the domestic concern of the persons making and receiving the offer {(section 67(3)(b)}, the same are not considered as public offer. Under such circumstances, they are considered as private placement of shares and debentures. It is noted that as per the first proviso to Section 67(3) Companies Act, 1956, the public offer and listing requirements contained in that Act would become automatically applicable to a company making the offer to fifty or more persons.

8.4 In the instant case, since the offer of CPS has been made by PIIL and allotment to 181 persons on June 12, 2009, 242 persons on October 29, 2009, 586 persons on January 27 2010, 424 persons on March 16, 2010 and 299 persons on March 31, 2010 in the financial year 2009-10 and 536 persons on June 14, 2011 in the year 2010-11, the offer of CPS falls within the first proviso of section 67(3) of Companies Act,1956 thereby such issues are deemed to be public issues and was mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 8.5 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, containing 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'.

As per the aforesaid Section 2(36), “prospectus” means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate. 8.6 The allegation of noncompliance of the above provisions was not denied by the company or directors. Neither the company nor the directors produced any record to show that PIIL has issued Prospectus containing the disclosures mentioned in section 56(1) of the Companies Act, 1956, or filed a Prospectus with ROC or issued application forms accompanying the abridged prospectus. Therefore, I find that, PIIL and the directors responsible for the failure to issue prospectus have not complied with Section 56(1), 56(3) and 60 of the Companies Act, 1956. 8.7 Further, by issuing CPS to more than 49 persons, PIIL had to compulsorily list such securities in compliance with section 73 of the Companies Act, 1956. As per section 73(1) and (2) of the 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 within the stock exchange and if permission has not been applied for or not granted, the company is required to forthwith repay with interest all moneys received from the applicants.

8.8 The allegation of non-compliance of the above provisions was not denied by the company or directors. I find that no records have been submitted to indicate that it had made an application seeking listing permission from stock exchange nor did it refund the amounts consequent upon such failure. Thus, PIIL has contravened the said provisions. PIIL has not provided any records to show that the amount collected by PIIL are kept in a separate bank account. Therefore, I find that PIIL has also not complied with the provisions of section 73(3) as it has not kept the amounts received from investors in a separate bank account and failed to repay the same in accordance with section 73(2) as observed above. 8.9 I note that the jurisdiction of SEBI over various provisions of the Companies Act, 1956 including the above mentioned, in the case of public companies, whether listed or unlisted, when they issue and transfer securities, flows from the provisions of Section 55A of the Companies Act, 1956. 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" 8.10 In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act, SEBI has to administer Section 67 of that Act, so far as it relates to issue and transfer of securities, in the case of companies who intend to get their securities listed.

8.11 SEBI had framed the DIP Guidelines in exercise of the powers conferred upon itself by the SEBI Act. In the words of the Hon'ble Supreme Court in the matter of Sahara Companies," DIP Guidelines had statutory force since they were framed by SEBI in exercise of its powers conferred on it under Sections 11 and 11A of the SEBI Act. Powers have been conferred on SEBI to protect the interests of the investors in securities and regulate the issue of prospectus, offer documents or advertisement soliciting money through the issue of prospectus. Section 11 of the Act, it may be noted has been incorporated, evidently to protect the interests of investors whose securities are legally required to be listed. DIP Guidelines were implemented by SEBI with regard to the listed and unlisted companies, which made public offer, until it was replaced by ICDR 2009". The DIP Guidelines were applicable to all public issues by listed and unlisted companies. The DIP Guidelines had prescribed various guidelines with respect to the public issue of securities by companies. These guidelines acted as reasonable safeguards for the investors who subscribed or intended to subscribe in public issues of securities.

8.12 In the instant case, PIIL has issued cumulative preference shares to 181 persons on June 12, 2009 which is deemed to be public issue, when the DIP guidelines were in force. Therefore, in addition to the provisions of the Companies Act, PIIL was also mandated to comply with the provisions of DIP Guidelines. When the DIP Guidelines were repealed and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("the ICDR Regulations") were notified with effect from August 28, 2009, the Company was mandated to comply with such regulations with respect to its capital issues made thereafter. 8.13 Therefore, PIIL has not complied with the provisions of the DIP Guidelines in respect of its allotment made on June 12, 2009, including the following clauses : a) Clause 2.1.1. (filing of offer document), b) Clause 2.1.4 (application for listing), c) Clause 2.1.5.(issue of securities in dematerialized form), d) Clause 2.8. (means of finance), e) Clause 4.1.(promoters contribution in a public issue by unlisted companies), f) Clause 4.11. (lock-in of minimum specified promoters contribution in public issues), g) Clause 4.14 (lock-in of pre-issue share capital of an unlisted company), h) Clause 5.3.1(memorandum of understanding), i) Clause 5.3.3 (due diligence certificate), j) Clause 5.3.5 (undertaking), k) Clause 5.3.6 (list of promoters group and other details), l) Clause 5.4 – appointment of intermediaries, m) Clause 5.6 (offer document to be made public) n) Clause 5.6A (Pre-issue Advertisement), o) Clause 5.7 - despatch of issue material, p) Clause 5.8 – no complaints certificate, q) Clause 5.9 – mandatory collection centres and Clause 5.9.1.(minimum number of collection centres), r) Clause 5.10 – authorized collection agents, s) Clause 5.12.1.

(appointment of compliance officer), t) Clause 5.13 – abridged prospectus, u) Clause 6.0 – contents of offer documents - Clause 6.1 to Clause 6.15 (contents of prospectus), Clause 6.16 to Clause 6.34 (contents of abridged prospectus) including Clause 6.17.13 and Clause 41.6 – rating for the proposed debentures/preference shares issue, if any, obtained from credit rating agencies, v) Clause 8.3 (Rule 19(2)(b) of SC(R) Rules, 1957), w) Clause 8.8.1 (Opening & closing date of subscription of securities), x) Clause 9 – guidelines on advertisements by issuer company, and y) Clause 10.1. (requirement of credit rating). 8.14 In view of the forgoing findings, I am of the view that PIIL is engaged in fund mobilizing activity from the public, through the offer and issuance of CPS and has contravened the provisions of sections 56, 60 and 73 of the Companies Act, 1956 and the above provisions of DIP guidelines. 9.1 If the findings on question No.2 are found in the affirmative, who are liable for the violation committed: Section 56(1) and 56(3) read with section 56(4) imposes the liability on the company, every director, and other persons responsible for the prospectus for the compliance of the said provisions.

The liability for non-compliance of Section 60 of the Companies Act, 1956 is on the company, and every person who is knowingly a party to the non-compliance of issuing the prospectus as per the said section. 9.2 As far as the liability for non-compliance of section 73 of Companies Act, 1956 is concerned, as stipulated in section 73(2) of the said Act, the company and every director of the company who is an officer in default shall, from the eighth day becomes 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. 9.3 As far as the liability for non-compliance of DIP Guidelines r/w the ICDR Regulations, the company and the concerned directors are responsible for the violations. 9.4 In view of the provisions of law, PIIL and Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal including its past Directors, viz. Shri Nirmal Midya and Shri Animesh Biswas, being the directors are responsible for the noncompliance of the above provisions. From the available information as per the Form 32, the details of the appointment and resignation of all the directors are given in the Table below: Table 3

Name of the Directors Date of Appointment Date of Resignation Shri Nirmal Midya Filing not Available 11/10/2010 Shri Animesh Biswas Filing not Available 09/07/2010 Shri Prasenjit Pal 11/12/2008 Filing not Available Moumita Paul 09/07/2010 Filing not Available Smt. Gita Pal 09/07/2010 Filing not Available

9.5 Shri Prasenjit Pal serving as director while the impugned issues and allotments were made. Miss Moumita Paul and Smt. Gita Pal joined as the directors subsequent to the impugned allotments. In view of the non-availability of the status of their resignation and non-production of any information by Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal on their date of resignation, I am constrained to take adverse inference that these directors continue to be directors. Therefore, Shri Prasenjit Pal who acted as director at the time of impugned issue and continues as on this day as director, is an officer in default. 9.6 Shri Nirmal Midya and Shri Animesh Biswas resigned on October 11, 2010 and July 09, 2010 respectively. However, there is no evidence on the date of their joining. The liability of the company to repay under section 73(2) of the Companies Act, 1956 is continuing and such liability continues till all the repayments are made. Therefore, the directors who join subsequent to the impugned public issuance are also officers in default in not making the refund, if the company does not repay the money collected, as mandated in section 73(2) of the Companies Act, 1956. Therefore, even assuming that Shri Nirmal Midya and Shri Animesh Biswas joined subsequent to the impugned issues, they are also officers in default.

Miss Moumita Paul and Smt. Gita Pal who joined after the impugned issues are also officers in default, in view of the continuing liability. 9.7 I note that the directors who have joined subsequent to the impugned issues, Miss Moumita Paul and Smt.Gita Pal have not exercised necessary diligence after joining as directors in the Company. Neither did they make any attempts to report the wrongdoings of the company to appropriate authorities. The very inaction by these directors against the previous 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 at their end with the Company and its previous management. Further, these directors Miss Moumita Paul and Smt.Gita Pal have also not taken any steps to remedy the violations committed. Therefore, I hold Miss Moumita Paul and Smt.Gita Pal to be 'officers in default' and hence liable for the contraventions found against the Company and also for the consequences of such violations.

10.1 In view of the foregoing, the natural consequence of not adhering to the norms governing the issue of securities to the public and making repayments as directed under section 73(2) of the Companies Act, 1956, is to direct the PIIL and its Directors, viz. Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal including its past Directors, viz. Shri Nirmal Midya and Shri Animesh Biswas, to refund the monies collected, with interest to such investors. In view of the violations committed by the Company and its directors, to safeguard the interest of the investors who had subscribed to such preference shares issued by the Company and to further ensure orderly development of securities market, it also becomes necessary for SEBI to issue appropriate directions against the Company and the other noticees. 10.2 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) The Company, namely, Purusattam Infotech Industries Limited and its directors namely, Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal, Shri Nirmal Midya and Shri Animesh Biswas, shall forthwith refund the money collected by the Company through the issuance of CPS, including the money collected from investors, till date, pending allotment, 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 and interest payments to investors shall be effected only through Bank Demand Draft or Pay Order. c) Purusattam Infotech Industries Limited and its present management is permitted to sell the assets of the Company only for the sole purpose of making the repayments including interest, as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. d) Purusattam Infotech Industries Limited and its directors, Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal, Shri Nirmal Midya and Shri Animesh Biswas 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 of contact persons including names, addresses and contact details, within fifteen days of this Order coming into effect. e) After completing the aforesaid repayments, Purusattam Infotech Industries Limited and its directors, Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal, Shri Nirmal Midya and Shri Animesh Biswas, 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) In case of failure of Purusattam Infotech Industries Limited and its directors, Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal, Shri Nirmal Midya and Shri Animesh Biswas, 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. g) Purusattam Infotech Industries Limited and its directors, Shri Prasenjit Pal, Miss Moumita Paul and Smt. Gita Pal, Shri Nirmal Midya and Shri Animesh Biswas are directed not to, directly or indirectly, access the securities 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.

The above said directors are also restrained from 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 from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors. h) The above directions shall come into force with immediate effect. 11.1 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 and other key persons. 11.2 Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action. 11.3 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 Date : August 25, 2015 WHOLE TIME MEMBER Place: Mumbai SECURITIES AND EXCHANGE BOARD OF INDIA