Order in the matter of Real Agri Industries and Services Limited.

WTM/PS/06/ERO-BLO/APR/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. Real Agri Industries and Services Limited (PAN: AAECR5537N) and its Directors, 2. Mr. Kamal Kumar Biswas (PAN: AIDPB6313L; DIN: 02661348), 3. Mr. Mrityunjoy Biswas (PAN: AHQPB9848J; DIN: 02661322), 4. Mr. Rekha Biswas (PAN: ATOPB8487H; DIN: 02661366) and 5. Mr. Goutam Saha (PAN: CHFPS4590F; DIN: 03536136).

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”), vide an ex-parte interim Order dated March 20, 2015 (hereinafter referred to as "the interim order") had observed that the company, Real Agri Industries and Services Limited (hereinafter referred to as "RAISL" or "the Company") was prima facie engaged in fund mobilizing activity from the public through its offer and issue of 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.

2. 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:

i. “RAISL (PAN: AAECR5537N) shall forthwith cease to mobilize funds from investors through the Offer of Redeemable Preference Shares or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. RAISL and its present Directors, viz. Shri Kamal Kumar Biswas (PAN: AIDPB6313L; DIN: 02661348), Shri Mrityunjoy Biswas (PAN: AHQPB9848J; DIN: 02661322) and Shri Goutam Saha (PAN: CHFPS4590F; DIN: 03536136), 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. The past Director of RAISL, viz. Smt. Rekha Biswas (PAN: ATOPB8487H; DIN: 02661366), is 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; iv. RAISL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; v. RAISL shall provide a full inventory of all its assets and properties; vi. RAISL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. RAISL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares, without prior permission from SEBI; viii. RAISL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of RAISL; ix. RAISL and its abovementioned present Directors shall furnish complete and relevant information (as sought by SEBI letter dated October 8, 2014), within 14 days from the date of receipt of this Order”.

3. The directions issued vide the interim order came into force with immediate effect. The interim order advised the Company and its directors 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 passed against them:

i. Directing them jointly and severally to refund money collected through the Offer of Redeemable Preference Shares alongwith 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. Directions restraining them from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.

4. The Company, its present directors, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas and Mr. Goutam Saha and its former director Smt. Rekha Biswas (the company and above said persons are collectively referred to as “noticees”) were advised to file their reply to the interim order and also to indicate whether they wish to avail an opportunity of personal hearing.

5. The interim order was forwarded to the noticees vide SEBI letter dated March 20, 2015. The said letters with respect to Smt. Rekha Biswas and Mr. Mrityunjoy Biswas returned with a remark “left without address hence returned to sender”. The SEBI letter issued to the Company returned with the remark “left”. The SEBI letter was delivered on Mr. Goutam Saha.

6. In accordance with the principles of natural justice, the noticees were afforded an opportunity of personal hearing on June 26, 2015 at the Bhubaneswar Local Office of SEBI. The schedule of the hearing was informed to the noticees vide SEBI letters dated May 15, 2015. As the previous letters were not served on three of the noticees, SEBI made public notice in the newspapers {in Times of India, West Bengal Edition and local vernacular newspaper, Ananda Bazar Patrika on June 21, 2015; notification dated June 21, 2015 published in local vernacular newspaper of Odisha, The Samaja and notification dated June 25, 2015 published in newspaper, The Times of India (Bhubaneswar Edition)} informing the noticees regarding the interim order and the schedule of personal hearing fixed in the matter. Despite such public notice, none of the noticees appeared for the person hearing. Thereafter, the Company, vide letter dated June 29, 2015 (through its director Mr. Kamal Kumar Biswas) stated that it was not able to appear because of a bandh in Odisha and requested SEBI to fix another date. Accordingly, the personal hearing was fixed on September 24, 2015. However, the hearing was adjourned due to official exigency and fixed on November 23, 2015. The Company did not appear in this hearing also. The hearing notices sent to the address mentioned in the aforesaid Company’s letter also returned undelivered. SEBI therefore placed the notice in its website. Considering that none of the noticees filed their replies and attended the personal hearing despite making a public notice, I note that adequate opportunities were afforded to the noticees. I therefore deem it proper and necessary to close further opportunities and proceed with the matter on merits.

7. I have considered the interim order and other material available on record. The interim order has relied upon the complaint received in SEBI, the information pertaining to the Company available in the MCA portal and also from the Company Secretary of the Company. The interim order had made the following observations:

i. “RAISL was incorporated on August 24, 2009, with the ROC, Kolkata with CIN No. as U01400WB2009PLC137938. Its Registered Office is at 1 Royal Park, Dum Dum Expressway, P.O. Sewli Teleni Park, Kolkata–700121, West Bengal, India.

ii. The present Directors in RAISL are Shri Kamal Kumar Biswas, Shri Mrityunjoy Biswas and Shri Goutam Saha.

iii. Smt. Rekha Biswas, who was earlier a Director of RAISL, has since resigned.

iv. From the material available on record, it is observed that RAISL issued "Redeemable Preference Shares" ("Offer of Redeemable Preference Shares") to investors, details of which are provided below –

Type of Security Year No. of persons to whom Total Amount (₹ in preference shares were allotted Lakhs) 2009–10 110 4.74 Redeemable Preference Shares 2010–11 699 29.15 2011–12 ** 56.11 Total 809 90.00 ** In his e–mail dated January 31, 2015, Shri Sandeep Agarwal, Company Secretary for RAISL, submitted - "At the time of Secretarial Audit, proper Board Resolutions along with List of Allottees were produced by the Company before me regarding allotment of Preference shares for the financial Year 2011-12. However, I am not in possession of those documents currently, thus the details of Date of Allotment, No. of Allottees, No. of Shares Allotted and Value of Allotment cannot be provided at this moment."

8. With the above factual information, which has not been disputed, it is to be considered whether the Company made a public issue of RPS during the relevant period. In order to determine 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).

9. 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 is for public or on a private placement basis, in the light of the above said provision. Therefore, if an offer of securities is 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.

10. The interim order had alleged that the Company, in pursuance of its fund mobilizing activity from the general public, had made a public issue of RPS without complying with the provisions of sections 56, 60 and 73 of the Companies Act, 1956. As per the interim order, the Company had made offer and allotted RPS – (a) to 110 persons during FY2009-2010 and raised Rs.4.74 lakh; and (b) to 699 persons during FY 2010-2011 and raised Rs.29.15 lakh;

The same would prove that the Company had made offer and allotted RPS to more than 49 persons during each of the above said financial years. During FY 2011-2012, the Company had issued RPS and raised Rs.56.11 lakh. Though there are no details regarding the number of investors/persons to whom RPS were offered and allotted during 2011-2012, considering the amount mobilized and the previous allotments made to numerous persons, I agree with the prima facie observation made in the interim order that the offer and issue was made to the public.

In view of the above, I conclude that the Company had made a public issue of RPS in terms of section 67(3) of the Companies Act, 1956.

11. By making a public issue of RPS, the Company was mandated to comply with all the legal provisions that govern and regulate public issue of such securities, including the Companies Act,

1956 and the SEBI Act and regulations. In this 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.

12. 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, through allotment of RPS and also those kept in the Company’s possession pending allotment, if any. 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.

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."

In view of the above observations, I find that the Company has not complied with the mandate under section 73(2) of the Companies Act, 1956.

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. As 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 preference share application money pending allotment, if any, collected by the Company, 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.

13. In view of the above observations, I conclude that the Company made a public offer of RPS during FY 2009-2010, 2010-2011 and 2011-2012 and had mobilized funds to the tune of Rs.90 lakhs and had failed to comply with the provisions of sections 56, 60 and 73 of the Companies Act, 1956 read with the Companies Act, 2013.

14. The interim order has been issued against the present directors of the Company, namely, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas and Mr. Goutam Saha and its former director Smt. Rekha Biswas. As per the information available in the MCA portal (accessed on April 04, 2016), Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas and Mr. Goutam Saha are the present directors of the Company. The dates (source : “Register of directors, managing directors etc” as on January 07, 2015, maintained by the RoC, West Bengal) when the persons named in the interim order assumed the position of director in the Company is presented below:

Noticee Date of Date of resignation, if appointment applicable Mr. Kamal 24.08.2009 Continues to be a director Kumar Biswas Mr. Mrityunjoy 24.08.2009 Continues to be a director Biswas Mr. Goutam 02.05.2011 Continues to be a director Saha Smt. Rekha 24.08.2009 02.05.2011 Biswas

The Company was incorporated on August 24, 2009. The Company is found to have violated the public issue norms while making its offer and issuance of RPS during 2009-2010, 2010-2011 and 2011-2012. Kamal Kumar Biswas, Rekha Biswas and Mrityunjoy Biswas were appointed as directors from the date of the Company’s incorporation. Rekha Biswas had resigned on May 02, 2011, which was pursuant to the offer and issuance of RPS during 2009-2010 and 2010-2011 and during the FY 2011-2012. Goutam Saha was appointed on May 02, 2011 during the offer and issuance of RPS in FY 20110-2012.

In the light of the above facts, I observe the following: (i) In terms of section 291 of the Companies Act, 1956, the board of directors of a company shall be entitled to exercise all such powers and do all such acts and things as the company is authorized to exercise and do. Therefore, the board of directors being responsible for the conduct of the business of a company will be liable for any non-compliance of law and such liability shall be upon the individual directors also.

(ii) With respect to the culpability of a director for breach of law by a company, I refer to and rely on the following observations made by the Hon’ble High Court of Madras in Madhavan Nambiar vs Registrar Of Companies (2002 108 Comp Cas 1 Mad): “13. It may be that the petitioner may not be a whole-time director, but that does not mean he is exonerated of the statutory obligations which are imposed under the Act and the rules and he cannot contend that he is an ex officio director and, therefore, he cannot be held responsible. There is substance in the contention advanced by Mr. Sridhar, learned counsel since the petitioner a member of the Indian Administrative Service and in the cadre of Secretary to Government when appointed as a director on the orders of the Government to a Government company or a joint venture company, he is expected not only to discharge his usual functions, but also take such diligent care as a director of the company as it is expected of him not only to take care of the interest of the Government, but also to see that the company complies with the provisions of the Companies Act and the rules framed thereunder.

Therefore, the second contention that the petitioner cannot be proceeded against at all as he is only a nominee or appointed director by the State Government, cannot be sustained in law. A director either full time or part time, either elected or appointed or nominated is bound to discharge the functions of a director and should have taken all the diligent steps and taken care in the affairs of the company. 14. In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal. So also the treatment for such violations as stipulated in the Companies Act, 1956. 15. Section 5 of the Companies Act defines the expression "officer who is in default". The expression means either (a) the managing director or managing directors; (b) the whole-time director or whole-time directors; (c) the manager; (d) the secretary; (e) any person in accordance with whose directions or instructions the board of directors of the company is accustomed to act; (f) any person charged by the board with the responsibility of complying with that provision; (g) any director or directors who may be specified by the board in this behalf or where no director is so specified, all the directors.

16. Section 29 of the Companies Act provides the general power of the board and …………... Therefore it follows there cannot be a blanket direction or a blanket indemnity in favour of the petitioner or other directors who have been nominated by the Government either ex officio or otherwise. Hence the second point deserves to be answered against the petitioner. 17. As regards the first contention, it is contended by Mr. Arvind P. Datar, learned senior counsel appearing for the petitioner that the company or its board had resolved that Thiagaraj S. Chettiar shall be the director in charge of the company of all its day-to-day affairs and, therefore, the petitioner, an ex officio chairman and director, cannot be expected to attend to the affairs on a day-to-day basis. This contention though attractive cannot be sustained as a whole. There may be a delegation, but ultimately it comes before the board and it is the board and the general body of the company which are responsible.” {Emphasis supplied}

(iii) A person cannot assume the role of a director in a company in a casual manner. The position of a ‘director’ in a public company/listed company comes along with responsibilities and compliances under law associated with such position, which have to be fulfilled by such director or face the consequences for any violation or default thereof.

(iv) 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.

(v) 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.

(vi) In view of the above reasons and observations, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas and Mr. Goutam Saha and the Company’s former director Smt. Rekha Biswas are 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 are also liable to make refunds in terms of section 73(2) of the Companies Act read with section 27 of the SEBI Act, as ordered herein.

15. I also note that the Company and directors including Smt. Rekha Biswas have not furnished inventory of all their assets and information (sought vide SEBI’s letter dated October 08, 2014) as directed vide the interim order. Considering the violations committed by the Company, its directors and Smt. Rekha Biswas (past director) and their default in making refunds, I am of the view that necessary enforcement directions including direction to make refunds along with requisite interest needs to be issued against them.

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) Real Agri Industries and Services Limited, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas, Mr. Goutam Saha and Smt. Rekha Biswas, 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) Real Agri Industries and Services Limited, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas, Mr. Goutam Saha and Smt. Rekha Biswas 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) Real Agri Industries and Services Limited, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas, Mr. Goutam Saha and Smt. Rekha Biswas 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 Real Agri Industries and Services Limited, Mr. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas, Mr. Goutam Saha and Smt. Rekha Biswas in complying 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 action against the Company and directors as deemed fit. v. 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) Real Agri Industries and Services 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. Kamal Kumar Biswas, Mr. Mrityunjoy Biswas, Mr. Goutam Saha and Smt. Rekha Biswas 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: April 20, 2016 Place: Mumbai