Order in the matter of Sunplant Constructions Limited

Under Sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter of Sunplant Constructions Limited (PAN:AAKCS9090D) and its Directors, viz. Shri Awdhesh Kumar Singh (PAN: AKQPS6527G, DIN: 00301404), Shri Satish Kumar Singh (PAN: AWQPS0249B, DIN: 01459254) and Shri Rituraj Pradhan (PAN: AKPPP1041H, DIN: 05343205).

1.1 Sunplant Constructions Limited ("SCL") having its Registered office at 172 RGM Teghoria, VIP Road, Kolkata – 700059, West Bengal, was incorporated on June 8, 2007, with CIN as U45400WB2007PLC116406 with the ROC, Kolkata, West Bengal. 1.2 Securities and Exchange Board of India ("SEBI") received information that SCL was raising funds from the public by way of issue of securities and non-payment. 1.3 On enquiry by SEBI, it was observed that through the issue of RPS, SCL admittedly received 3212 applications and mobilized subscription money amounting to approximately ₹24.08 Crores out of which it allotted RPS amounting to approximately Rs. 19.80 Crores to 2028 subscribers/investors during the Financial Year 2010–11 and 2011–12. 2.1 As the above said offer of Offer of RPS were 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 July 24, 2014 and its Directors viz.,

Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan. 3.1 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. SCL made an offer of RPS with the following terms and conditions: a. "The shares will be issued at Rs. 10 per share. b. The minimum no. of shares to be purchased shall be 1000 shares and thereafter in multiples of 100 shares for a period of 4 years or 7 years. c. Such shares shall carry a dividend @ 11% per annum only in case of 4 years option. When option is for 7 years, dividend payable shall be @12% per annum alongwith @6% Bonus at the time of Redemption. The dividend is payable annually in both the options. d. Purchase in the name of Minor(s) shall be accepted, only if the application form is signed by the legal/natural guardian on their behalf. e. Such shares are transferable as per the discretion of the shareholders holding such shares in the books of the company. f. Individuals, HUF, Corporate Bodies, Trusts, Minors (through Guardians), Institutions, Co-operative Bodies, etc. can apply. g. Allotment of shares shall be made within 25 days of same month, if Applications are received by 20th and if received by 30th or 31st, allotment will be within 10th of the following month. h. Redemption is possible only after the expiry of the period in both options. No bonus is payable at the time of redemption in case of 4 year option. i. All the issues are for RPS on private placement basis. So no prior approval is required from Government/RBI/SEBI or other Statutory Authorities." 3.2 SCL issued two types of Cumulative RPS, as shown below – 2

Year Date of Type of Security No. of No. of persons to Total Amount Allotment securities whom RPS were received from allotted during subscribers/invest ors during F.Y. F.Y. 2010-11 and 2010-11 and 2011-12 2011-12 (As obtained from (As obtained from MCA21 Portal) MCA21 Portal) 12% RPS redeemable after six 4770700 538 47707000 years and six 04.12.2010 months 11% RPS redeemable after four years 27500 4 275000 12% RPS redeemable after six 4972300 488 49723000 years and six 31.01.2011 months 2010-11 11% RPS redeemable after four years 24000 4 240000 12% RPS redeemable after 14.03.2011 3286400 330 32864000 seven years 10% RPS redeemable after four years 29500 4 295000 12% RPS redeemable after 2011-12 07.11.2011 6687200 660 66872000 seven years Total 2028 19,79,76,000 3.3 However, as per the reply dated June 5, 2013, SCL had raised an amount of Rs. 24.08 Crores through the issue of RPS. 3.4 The above offer of RPS and pursuant allotment were deemed public issues 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) and (3) of the Companies Act were not complied with by SCL in respect of offers of RPS.

3.5 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated July 24, 2014 with immediate effect. i. SCL shall not mobilize funds from investors through the issue of RPS or through the issue of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly, till further orders; ii. SCL and its Directors, viz. Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan, 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. SCL 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. SCL shall provide a full inventory of all its assets and properties; v. SCL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the issue of RPS, without prior permission from SEBI; vi.

SCL and its abovementioned Directors shall not divert any funds raised from public at large through the issue of RPS, which are kept in bank account(s) and/or in the custody of SCL; 3.6 Vide the said interim order, SCL and its abovementioned Directors were given the opportunity to file their replies, 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 desired to avail 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 SEBI’s letter dated July 25, 2014. The copies of interim order, were sent through speed post acknowledgement due. The interim orders sent to the company and to Shri Satish Kumar Singh were delivered. The status of interim orders sent to the remaining two directors was not known. Hence where possible, the same was sent through hand delivery. Accordingly, the copy of interim order was received on behalf of one director viz. Shri Awdhesh Kumar Singh.

4.2 Subsequently, vide letter dated July 22, 2015, all the persons against whom the above said interim order was passed, were intimated that they shall be given an opportunity of personal hearing on August 12, 2015. The Notices of hearing were sent through speed post with acknowledgement due and through hand delivery. The said noticees of hearing sent through post were delivered in respect of Shri Satish Kumar Singh and Shri Rituraj Pradhan. The Notices of hearing sent through hand delivery at the company’s address were received by the company on its behalf and also on behalf of all the three directors. 4.3 Hearing and submissions: Neither the Company nor the directors of the Company availed the opportunity of hearing granted to the company on August 12, 2015. SEBI did not receive any submissions from any of the directors or the Company. Shri Rituraj Pradhan director of the company vide his letter dated August 10, 2015 had prayed that he may be excused for the said personal hearing. 4.4 However, SCL had replied to SEBI prior to interim order, vide its letter dated June 5, 2013 wherein it submitted that it had issued two types of cumulative preference shares on private placement basis.

It further stated that it had not circulated pamphlets, advertisements and other promotional materials for issue of cumulative redeemable preference shares. It also enclosed the copy of the application forms. It further stated that the as per the terms and conditions of the issuance, the shares would be issued at Rs. 10/ per share. The minimum number of shares to be purchased shall be 1000 shares and thereafter in the multiples of 100 shares for a period of 4 years or 7 years. Such shares will carry on dividend at the rate of 11% per annum only in case of 4 years option and 12% per annum along with bonus of 6% as bonus in case of 7 years option at the time of redemption. 4.5 SCL also vide letter dated August 28, 2014 has submitted that SEBI has passed the interim order ex-parte without demonstrating the emergent situation that merited ex-parte order. It further stated that it has not given any relied upon materials. 4.6 I have considered the allegations, replies, documents downloaded from MCA 21 Portal’ and other 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 RPS? 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? 5.1 Whether the company came out with the Offer of RPS?: I have perused the interim order dated July 24, 2014 for the allegation of Offer of RPS. The company and its directors have not disputed the said issuance by way of any oral or written representations. 5.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal' and the information submitted vide letter dated June 5, 2013 by the Company and various Form 2 filed by the company, I find that the Company had made allotment of 47,70,700 redeemable Preference Shares(with 12% dividend) to 538 persons on December 4, 2010, during the Financial Year 2010-11 raising an amount of Rs. 4,77,07,000 and also made allotment of 27500 Redeemable Preference Shares to 4 persons(with 11% dividend), on the same date raising an amount of Rs. 2,75,000 during the Financial Year 2010-11.

I also find from the other Form 2 available on record that the Company issued RPS as shown in the Table No.1 for an amount of Rs. 19,79,76,000/- from 2028 subscribers. Further from the letter dated June 5, 2013 of the Company, I find that the Company has raised an amount of Rs. 24,07,76,000/- though allotment has been made in respect of 2028 persons equal to the amount of Rs. 19,79,76,000/-. Further from the said reply, I find that the Company has come out with the offer of RPS with the terms and conditions as alleged. 5.3 It may be noted that the contention of the Company that it has not received the relied upon materials does not prejudice the noticees in any way, as the Form 2s filed by the Company are the public documents. 6.1 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).” 6.2 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). 6.3 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.

6.4 In the instant case, since the offer of RPS has been made by SCL and allotment to more than 49 persons in respect of all the impugned allotments dated December 04, 2010, January 31, 2011, March 14, 2011 and November 07, 2011, the offer of RPS falls within the first proviso of section 67(3) of Companies Act, 1956. 6.5 Though the Company contended that the offer was being made on a private placement basis as per the Unlisted Public Companies (Preferential Allotment) Rules, 2003('Rule'), I find that the invitation for subscription to the Offer of RPS was extended to "Individuals, Trusts, Corporate Bodies, Minors (through Guardians), Institutions, HUFs, and Co-operative Bodies". Such a generalized category of investor(s), cannot be said to satisfy the condition as required under Section 67(3) of the Companies Act. Moreover, in view of the allotment to more than 49 persons, the question of whether the impugned issue was a private placement does not arise. 6.6 As the Company had issued to 2028 subscribers not in conformity with the criteria for private placement as laid down in section 67(3) (a) and (b) of Companies Act, 1956, it had made a public offer of such securities as per 67(1) of the Companies Act, 1956 and was mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. In view of this, it cannot be said that the issuance was as per the Unlisted Public Companies (Preferential Allotment) Rules, 2003. 6.7 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. 6.8 The allegation of non-compliance of the above provisions was not denied by the company or directors or the promoters. Neither the company nor the directors produced any record to show that SCL 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, SCL and its directors and promoters responsible for the failure to issue prospectus have not complied with Section 56(1), 56(3) and 60 of the Companies Act, 1956. 6.9 Further, by issuing RPS to more than 49 persons, SCL 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. 6.10 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, SCL has contravened the said provisions. SCL has not provided any records to show that the amount collected by SCL are kept in a separate bank account.

Therefore, I find that SCL 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. 6.11 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" 6.12 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. 6.13 In view of the forgoing findings, I am of the view that SCL is engaged in fund mobilizing activity from the public, through the offer and issuance of RPS and has contravened the provisions of sections 56, 60 and 73 of the Companies Act, 1956. 7.1 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 a party to the non-compliance of issuing the prospectus as per the said section. 7.2 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. 7.3 SEBI, as per section 27(2) of the SEBI Act, has the powers to proceed against directors of such companies. In cases of financial fraud, the role of directors in prevention of the same is of utmost importance. They are required to take diligent measures in preventing the same. They are also required not to be neglectful in the affairs of the company which results in the violation of various laws such as deemed public issue in violation of law. In deemed public issue in violation of law, money is collected from innocent, ill-informed and gullible public, without the Company giving the statutory protection available to those investors under the law such as, full and necessary disclosures about the company, an exit opportunity by way of listing of the shares.

The purpose of refund in such cases as per law, is to protect the investors who have parted their money without having any opportunity of exit and without full disclosures about the Company which deprives their informed consent. 7.4 Reference may also be made to the ratio of the Hon’ble High court of Madras in Madhavan Nambiar vs Registrar Of Companies (2002 108 Comp Cas 1 Mad) which observed “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”. 7.5 SEBI also has powers under section 11 and 11B of the SEBI Act to pass direction of refund along with interest. The Hon’ble Bombay High court in B.P.Plc (Formerly B.P.Amoco Plc) vs SEBI, (2002 (4) Bom CR 79), held that that SEBI has powers to award interest in exercise its power under section 11 and 11B of SEBI Act, as stated below:- “Applying the principles regarding award of interest as has been held by the Apex Court in Secretary, Irrigation Department vs. G.C.Roy (supra) to the effect "a person deprived of the use of money to which he is legitimately entitled to has a right to be compensated for the deprivation, call it by any name.

It may be called "interest, compensation or damages," the investors are entitled to be compensated by way of interest for delayed payment. Under these circumstances we find no substance that there is no power to award such an interest.” 7.6 In view of the provisions of law, SCL and its Directors, viz., Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh, Shri Rituraj Pradhan are responsible for the noncompliance of the above provisions. From the ‘Register of Directors, managing directors, manager and secretary, etc’ obtained from RoC, Kolkata, the details of the appointment and resignation of all the directors are given in the Table below: Table 2

S.No. Name of directors Date of Appointment Date of cessation 1 Shri Awdhesh Kumar Singh June 08, 2007 - 2 Shri Satish Kumar Singh June 08, 2007 - 3 Shri Rituraj Pradhan October 01, 2011 -

7.7 Shri Awdhesh Kumar Singh and Shri Satish Kumar Singh have joined the Company before the impugned allotments. Shri Rituraj Pradhan was serving as director while the impugned issues and allotments were made. In view of the non-availability of the status of their resignations and non-production of any information on their dates of resignation, it is clear that these directors continue to be directors. Therefore, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan who acted as directors at the time of impugned issue and continues as on this day as directors, are officers in default. Therefore, these directors and the Company, are responsible for the issue of RPS in violation of law and regulations and hence co-extensively responsible along with the Company for making refunds along with interest. 8.1 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 SCL and its directors, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh, Shri Rituraj Pradhan to refund the monies collected, with interest to such investors.

In view of the violations committed by the Company and its directors and promoters, 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. 9.1 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, Sunplant Constructions Limited and its Directors, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan shall forthwith refund the money collected by the Company through the issuance of RPS, 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) Sunplant Constructions 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) The Company, namely, Sunplant Constructions Limited and its Directors, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan 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, Sunplant Constructions Limited and its Directors, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan 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 Sunplant Constructions Limited and its Directors, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan 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) Sunplant Constructions Limited and its Directors, Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan 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. 10.1 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. 10.2 Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action.

10.3 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.

Date : December 31st, 2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA