Order in the matter of Ravi Kiran Realty India Limited[SAT Appeal No.:213/2016]

WTM/PS/173/ERO/IMD/MAR/2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992 In respect of – 1. Ravi Kiran Realty India Limited (PAN: AAFCR0123D) and its Directors, 2. Mr. Gopal Roy Banik (PAN: ACYPR2805G;DIN: 03119904), 3. Mr. Kaushik Chatterjee (PAN: AFLPC6208E; DIN: 03119932), 4. Mr. Biswajit Chowdhury (PAN: AKAPC1597L; DIN: 06585231), 5. Ms. Manisha Chatterjee (PAN: AFDPC9530K; DIN: 06627924) and 6. Mr. Swapan Kumar Paul (PAN: AFQPP2737Q; DIN: 06598793).

Date of hearing: September 03, 2015 Appearance: Of noticees: Mr. R.M. Chatterjee, Senior Advocate appeared on behalf of the Company. Noticees, Mr. Kaushik Chatterjee and Ms. Manisha Chatterjee appeared in-person. 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 August 08, 2014 (hereinafter referred to as "the interim order") had observed that the company, Ravi Kiran Realty India Limited (hereinafter referred to as "RKRIL" 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 interest of investors and to prevent the Company from continuing with its fund mobilization activity, the interim order 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. RKRIL shall not mobilize 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. RKRIL and its Directors, viz. Mr. Gopal Roy Banik (DIN: 03119904), Mr. Biswajit Chowdhury (DIN: 06585231), Ms. Manisha Chatterjee (DIN: 06627924) and Mr. Swapan Kumar Paul (DIN: 06598793) including its past Director, Mr. Kaushik Chatterjee (DIN: 03119932), 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. RKRIL and the 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. RKRIL shall provide a full inventory of all its assets and properties; v. The abovementioned Directors of RKRIL shall provide a full inventory of all their assets and properties; vi. RKRIL and its present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of RPS, without prior permission from SEBI; vii. RKRIL and its present 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 RKRIL. 8. The above directions shall take effect immediately and shall be in force until further directions.

It is noted that as per RoC records, Mr. Kaushik Chatterjee (mentioned as a past director in the interim order) was a director from July 30, 2010 till August 19, 2013. Thereafter, he was re-appointed on December 13, 2014.

2. The interim order advised the Company, Mr. Gopal Roy Banik, Mr. Biswajit Chowdhury, Ms. Manisha Chatterjee, Mr. Swapan Kumar Paul and Mr. Kaushik Chatterjee (collectively referred to as “the noticees”) to file their replies and indicate whether they wish to avail an opportunity of personal hearing. The interim order was forwarded to the noticees vide SEBI letters dated August 11, 2014 and the same were delivered on all the noticees. The noticees filed their reply vide letter dated September 02, 2014 and inter alia made the following submissions: (a) Regarding Ms. Manisha Chatterjee, it was submitted that she submitted her resignation on April 15, 2014. She did not have any administrative connection or was involved in the affairs of the Company. It was requested that her name be dropped from the proceedings. (b) Though the interim order referred to a complaint, the same was not received by the Company nor a copy forwarded by SEBI. (c) The Company did not make any public issue of RPS as alleged. All the issue of shares were within the limits specified by the Companies Act and to persons permitted by the said Act.

The interim decision was based only on ‘circumstantial evidence’ and not ‘conclusive evidence’. While issuing the shares, the Company complied with relevant laws prevailing at that point in time. Neither the Sahara case nor the provisions of the Companies Act and SEBI Act have any application in the facts and circumstances of the case. (d) The noticees submitted that they would comply with the directions issued vide the interim order and have provided the details of assets of the Company and directors. (e) The Company stated that it would redeem the shares at an early date if permitted so by SEBI. Necessary funds were available and the entire process of refunds would take 60 days subject to approval. (f) The Company requested SEBI to allow it to refund the amounts and would thereafter submit documents confirming the refunds within the time allotted to it. (g) The Company has also stopped all its functions and has relieved its employees after paying all their dues. (h) The following documents were enclosed with this reply: a. Resignation letter dated April 15, 2014 of Ms. Manisha Chatterjee b. Income Tax Return of the Company for AY 2013-14 c. Annual Report along with Audited Accounts for year ended March 2013 d. Income Tax Return of Ms. Manisha Chatterjee for AY 2013-14 e. Balance Sheet of Ms. Manisha Chatterjee as at March 2013 f. Computation of taxable income of Swapan Kumar Paul for AY 2013-14 along with Balance Sheet, Profit & Loss Account, TDS certificate g. Income tax Return for AY 2013-14 of Biswajit Chowdhury and Balance Sheet h. Income Tax return for AY 2013-14 of Kaushik Chatterjee and computation of Income Tax i. Income Tax return for AY 2013-14 of Gopal Roy Banik and his Balance Sheet.

3. Thereafter, vide letter dated May 04, 2015, the Company and directors, while reiterating that Ms. Manisha Chatterjee had already resigned, requested for permission to sell all assets and properties of the Company in order to distribute the sale proceeds to the investors. In response, SEBI vide letter dated May 14, 2015 advised the Company to strictly comply with the interim order.

4. The noticees were afforded an opportunity of personal hearing on July 28, 2015. However, the Company and directors sought for a hearing in the Eastern Regional Office of SEBI at Kolkata on the ground that they do not have money and that the Company is not functioning. The request was acceded to and the personal hearing was scheduled on September 03, 2015.

5. In the personal hearing held on September 03, 2015, the Mr. R.M. Chatterjee, Senior Advocate appeared on behalf of the Company. He submitted a letter dated September 03, 2015 from the Company and directors and requested that the interim order be vacated so that the Company could sell the assets to make refunds. Mr. Kaushik Chatterjee appeared in person and adopted the submissions of the Company. Ms. Manisha Chatterjee appeared in-person and submitted that her name was not present in the Memorandum of Association and that her name was inducted as a director for the purpose of taking loans from the Banks. She submitted that she had already resigned from the Company. The Company, vide letter dated September 04, 2015 forwarded the resignation letter of Ms. Manisha Chatterjee and Form DIR-12 (indicating that she had resigned with effect from December 13, 2014) and copy of the complaint filed before the Hon’ble Magistrate, Alipore against the Landlord/Landlady of the premises where the head office of the Company was situated.

6. I have considered the interim order, the submissions made by the noticees, the material submitted by them and other material available on record. The interim order had alleged that the Company made a public issue of RPS without complying with the public issue norms mandated under the Companies Act, 1956. From the filing made by the Company with RoC and information available with the MCA portal, the Company has issued RPS on various dates during FY 2012-2013, as mentioned in the Table below:

Sr. no. Date of Allotment No. of Allottees Amount ( ₹ in Lakhs) 1. 20.04.2012 49 5.62 2. 24.04.2012 49 3.05 3. 30.04.2012 49 3.51 4. 03.05.2012 49 9.67 5. 49 07.05.2012 3.38 6. 49 10.05.2012 3.97 7. 49 12.05.2012 4.49 8. 49 15.05.2012 6.87 9. 49 17.05.2012 4.35 10. 49 20.05.2012 7.70 11. 49 25.05.2012 6.89 12. 49 28.05.2012 4.22 13. 49 31.05.2012 3.66 14. 49 02.06.2012 3.21 15. 49 04.06.2012 5.34 16. 49 06.06.2012 8.88 17. 49 08.06.2012 4.46 18. 49 11.06/2012 6.11 19. 49 13.06.2012 7.96 20. 16.06.2012 49 5.73

21. 49 25.06.2012 6.47 22. 49 27.06.2012 5.83 23. 49 30.06.2012 7.01 24. 49 22.07.2012 2.77 Total 1176 131.00

From the above, it may be noted that the Company had allotted securities to a total of 1176 persons.

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. In the present case, the Company had, in pursuance of its offer and issuance of securities and collection of money, made a series of allotments on a regular basis, as can be seen in the Table mentioned above, during FY 2012-13 and had mobilized a total of Rs.1.31 crore. Though, as per the interim order, each allotment was pursuant to a board resolution, the series of frequent allotments and consciously restricting the number of allottees to 49 in each allotment, leads to the only inference that such modus was chosen in order not to trigger the first proviso to section 67(3) of the Companies Act, 1956. Within a span of 4 months, the Company had offered and issued RPS to a total of 1176 persons and mobilised the said Rs.1.31 crore. The manner of making such offer and issuance of RPS adopted by the Company (i.e., series of allotments made within a short duration between each allotment) can be definitely held to be a ploy employed by the Company to circumvent the provisions of the first proviso to section 67(3) of the Companies Act, 1956. Therefore, the contention of the noticees that the Company did not make a public issue cannot be accepted.

9. The Hon'ble Courts have always disregarded persons/entities who employ a colourable scheme to evade the provisions of law. In this regard, I refer to the following observations made by the Hon'ble Courts:

(a) The Hon'ble Supreme Court of India in the matter of Hindustan Lever & Anr vs State Of Maharashtra & Anr decided on November 18, 2003 had observed "In Hindustan Lever Employees Union case (supra) it has been held by this Court that Section 394 casts an obligation on the Court to be satisfied that the scheme of amalgamation or merger was not contrary to the public interest; the basic principle of such satisfaction is none other than the broad and general principle inherent in any compromise or settlement entered between the parties that it should not be unfair or contrary to public policy or unconscionable or that the scheme should not be a device to evade the law."

(b) The Hon'ble Gujarat High Court in Patel Ratilal Maganbhai [2003 (1) GLR 562] had observed that "... Equity is always known to defend the law from crafty evasions and new subtleties invented to evade law...".

(c) Hon'ble Courts/Tribunal have considered whether a 'scheme' was a colourable device to evade the payment of tax by an assessee and have held that tax could be avoided within the four corners of law but colourable device shall not be allowed for evading tax.

10. In view of the above observations, it can be concluded that the Company in its effort to mobilize money from the public through its issue of RPS had devised a means to make multiple allotments in order to stay away from the regulatory purview and evade the liability of complying with the public issue norms as alleged in the interim order. I, therefore, find 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 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".

12. 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.

13. 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 defaulted in making 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 neither applied nor obtained listing permission. The Company is therefore in non-compliance with this provision also.

e. The mobilization was done on various dates during FY 2012-13. 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.1.31 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.

14. 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, in respect of its offer and allotment of RPS.

15. The interim order was issued against the Company’s directors, Mr. Gopal Roy Banik, Mr. Biswajit Chowdhury, Ms. Manisha Chatterjee, Mr. Swapan Kumar Paul and Mr. Kaushik Chatterjee. I observe the following with respect to their liability:

(a) As per the information available in the MCA website (as accessed on 11.02.2016), Mr. Gopal Roy Banik (appointed on 30.07.2010), Mr. Biswajit Chowdhury (appointed on 17.05.2013), Mr. Swapan Kumar Paul (appointed on 03.06.2013) and Mr. Kaushik Chatterjee (a director from July 30, 2010 till August 19, 2013 and re-appointed on December 13, 2014) are the present directors of the Company. (b) Manisha Chatterjee was appointed on November 14, 2013 and had resigned with effect from December 13, 2014. (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 joint and several liability. Therefore, all 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 a continuing liability, 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) In view of the above observations, I find that Gopal Roy Banik and Kaushik Chatterjee are responsible and liable for the non-compliances as found against the Company and also for the default in making repayments in terms of section 73 of the Companies Act, 1956. (f) Though Noticees, Manisha Chaterjee (irrespective of whether she continues as a director or not), Biswajit Chowdhury and Swapan Kumar Paul were appointed as directors after the period when the impugned offer and allotment of RPS was made by the Company, they were also cast with the statutory responsibility to make repayments to the investors by virtue of their position as directors in the Company. Further, their inaction against the previous management (for violating the public issue norms as stipulated under the Companies Act, 1956 while making the offer and issuing the RPS), even after the receipt of the SEBI Order, leads one to conclude on a possible collusion at their end with the Company and its previous management. Therefore, I hold them liable for default in making repayments of monies mobilized under the offer and issuance of securities.

16. 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) Ravi Kiran Realty India Limited and its directors, Mr. Gopal Roy Banik, Mr. Biswajit Chowdhury, Mr. Swapan Kumar Paul and Mr. Kaushik Chatterjee including Ms. Manisha Chatterjee, 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) Ravi Kiran Realty India Limited and its directors, Mr. Gopal Roy Banik, Mr. Biswajit Chowdhury, Mr. Swapan Kumar Paul and Mr. Kaushik Chatterjee, 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) Ravi Kiran Realty India Limited and its directors, Mr. Gopal Roy Banik, Mr. Biswajit Chowdhury, Mr. Swapan Kumar Paul and Mr. Kaushik Chatterjee including Ms. Manisha Chatterjee 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 Ravi Kiran Realty India Limited and its directors, Mr. Gopal Roy Banik, Mr. Biswajit Chowdhury, Mr. Swapan Kumar Paul and Mr. Kaushik Chatterjee including Ms. Manisha Chatterjee 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) Ravi Kiran Realty 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 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. Gopal Roy Banik, Mr. Biswajit Chowdhury, Mr. Swapan Kumar Paul, Mr. Kaushik Chatterjee and Ms. Manisha Chatterjee 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.

17. 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.

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

19. 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 01st, 2016 Place: Mumbai