Order in the matter of Swar Agroteak and Housing (India) Pvt. Ltd.

WTM/PS/23/EFD/MAY/2016 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 read with Regulation 65 of the SEBI (Collective Investment Schemes) Regulations, 1999 In the matter of Swar Agroteak and Housing (India) Private Limited In respect of: 1. Swar Agroteak and Housing (India) Private Limited [CIN: U74999UP2004PTC029042], 2. Mr. Rajesh Awasthi [PAN: AGMPA1004E], 3. Mr. Pravesh Kumar Karowliya [DIN: 02104180], 4. Mr. Raghuvir Singh [DIN: 03513230], 5. Mr. Dharmendra Kumar Pal, 6. Mr. Jitendra Kumar Porwal [PAN: AJIPP3718P] and 7. Mr. Shiv Kumar [PAN: BLGPK9508K] Date of Hearing: August 07, 2015 Appearances: Mr. Jitendra Kumar Porwal appeared in-person For SEBI: Mr. Pradeep Kumar, Assistant General Manager and Mr. Ankit Bhansali, Assistant General Manager Date of Hearing: November 17, 2015 Appearances: Mr. Maneesh Kumar, Chartered Accountant appeared for Mr. Rajesh Awasthi For SEBI: Mr. Pradeep Kumar, Assistant General Manager and Mr. Abhiraj Arora, Manager 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted a preliminary inquiry in the ‘investment scheme’ of one Swar Agroteak and Housing (India) Private Limited (hereinafter referred to as ‘the Company’ or ‘Swar Agroteak’). Pursuant to the inquiry, SEBI vide an ex-parte interim Order dated March 30, 2015 (hereinafter referred to as ‘the interim order’), prima facie found that Swar Agroteak is engaged in fund mobilizing activities from the public, which falls within the ambit of Collective Investment Scheme (hereinafter referred to as ‘CIS’) as defined under Section 11AA of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘the SEBI Act’), without obtaining a certificate of registration from SEBI as required under Section 12(1B) of the SEBI Act and Regulation 3 of the SEBI (Collective Investment

Schemes) Regulations, 1999 (hereinafter referred to as ‘the CIS Regulations’). The mobilization of funds by Swar Agroteak through its schemes, was also prima facie found to be a fraudulent practice in terms of Regulation 4(2)(t) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practice Relating to Securities Market) Regulations, 2003 (hereinafter referred to as ‘PFUTP Regulations’).

2. The interim order was issued in order to protect the interest of investors, to ensure that the Company and its directors do not collect further funds under its schemes/ plans and to safeguard the assets/ acquired by Swar Agroteak and its directors from the funds of the investing public. This Order directed Swar Agroteak and its directors, namely, Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar (hereinafter collectively referred to as ‘noticees’): “i. not to collect any fresh money from investors under its existing schemes; ii. not to launch any new schemes or plans or float any new companies to raise fresh moneys; iii. to immediately submit the full inventory of the assets including land obtained through money raised by SAHIPL; iv. not to dispose of or alienate any of the properties/assets obtained directly or indirectly through money raised by SAHIPL; v. not to divert any funds raised from public at large which are kept in bank account(s) and/or in the custody of SAHIPL; vi. to furnish all the information/details sought by SEBI within 15 days from the date of receipt of this order, including,  Details of amount mobilized till date,  Scheme wise list of investors and their contact numbers and addresses,  Details of investors repaid,  Details of charges, if any, created on its assets by the company,  Details of commission paid on amounts mobilized above,  Details of agents along with their addresses, etc., and  Audited Accounts for the last financial year.” 3. The aforesaid directions came into force with immediate effect and the noticees were advised to file their reply within a period of twenty one (21) days from the date of receipt of the interim order and also to indicate whether they wish to avail an opportunity of personal hearing in the matter.

4. The interim order was forwarded to the Company and its directors vide letters dated April 13, 2015. The letters were delivered to all the noticees except to Mr. Raghuvir Singh. Thereafter, the noticee namely Mr. Jitendra Kumar Porwal vide his letter dated April 22,

2015 replied to the interim order. Mr. Jitendra Kumar Porwal in his letter submitted that he had resigned from the Company, which was accepted on November 20, 2011. He also submitted that the details as asked in the interim order are not available with him.

5. Thereafter, an opportunity of personal hearing was afforded to the Company and its directors on August 07, 2015 and the same was communicated to the noticees vide SEBI letter dated July 24, 2015. This SEBI letter, which referred to the interim order passed in the matter in respect of the Company and others, was served on all the noticees. On the date fixed, the noticee namely Mr. Jitendra Kumar Porwal appeared and made oral submissions. He also filed the written submissions dated August 07, 2015, which were taken on record. Mr. Jitendra Kumar Porwal was also granted liberty to give the written submissions, within a period of seven days, from the date of personal hearing.

6. As the other noticees had failed to appear for the personal hearing inspite of due delivery of the hearing notices, another opportunity of personal hearing was granted to the noticees on October 05, 2015. On the date fixed, none of the noticees had turned up for the personal hearing. In the meantime, one Mr. Manish Kumar, Chartered Accountant while speaking over telephone on behalf of the Company and one of its directors namely Mr. Rajesh Awasthi requested for an adjournment of the personal hearing. In the interest of justice, another opportunity of personal hearing was granted on November 17, 2015. On the date fixed, Mr. Manish Kumar, Chartered Accountant appeared only for Mr. Rajesh Awasthi and made oral submissions. He also requested time for submitting the written submissions. The request was considered and he was granted liberty to give the written submissions, within a period of ten days, from the date of personal hearing. However, till date no submissions have been filed by him.

7. The submissions of Mr. Jitendra Kumar Porwal made vide letter dated August 07, 2015, in brief, are as under:  He was a director in the Company till November 26, 2011,  He has no relationship with the Company after the resignation.  Currently he is in teaching profession.

8. While proceeding further with the matter, I have considered the interim order, the reply of Mr. Jitendra Kumar Porwal and the material available on record. The interim order has alleged that the plans/ schemes operated by the Company are in the nature of CIS and that the Company was offering these schemes without obtaining the registration from SEBI, in contravention of the provisions of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS Regulations read with Section 11AA of the SEBI Act. The directors of Swar Agroteak were also alleged to be responsible for the illegal conduct of the business of the Company. The interim order has noted the features of the alleged scheme offered by the Company. The following are the observations from the interim order: “a. Swar Agroteak and Housing (India) Private Limited (CIN: U74999UP2004PTC029042) was incorporated on September 09, 2004 as Golden Triangle Sales Private Limited and later changed its name to Swar Agroteak and Housing (India) Private Limited with effect from September 30, 2005. The registered office of the company is at Shastri Chauraha, Near Hero Honda Show Room, Etawah - 206001 (UP).

Mr. Rajesh Awasthi, Mr. Raghuvir Singh, Mr. Pravesh Kumar Karowliya and Mr. Shiv Kumar are the Directors of SAHIPL. Mr. Dharmendra Kumar Pal and Mr. Jitendra Kumar Porwal had resigned from the directorship of the company with effect from September 14, 2005 and November 20, 2011 respectively. b. As per the MoA of SAHIPL, one of the main objects is to "purchase acquire, take on lease or in exchange or any other such lawful manner any area, land, building, structures and turn the same into account to develop the same, and dispose of or maintain the same and to build townships, markets, or such other building or conveniences thereon and to equip the same or any part thereof with all or any amenities or conveniences, such as drainage facilities, electric and to deal with the same in any manner." 9. I note from the interim order that the Company had mainly two plans i.e. ‘Regular Installment Payment Plan’ and ‘Single Installment Payment Plan’. The sample of the plans offered by the Company, as also noted in the interim order, is as under: Single Installments Sl. Plot size Bookin Estimated Realisable Value Acc.

Risk 10. No. (sq. ft.) g Amt. 75 months 99 Months 126 Months 180 Months 240 Months Cover 1 10 1000 2000 - 4000 6000 14000 1000 2 20 2000 4000 - 8000 12000 28000 2000 3 50 5000 10000 - 20000 30000 70000 5000 4 100 10000 20000 25000 40000 60000 140000 10000 5 500 50000 100000 125000 200000 300000 700000 50000

MS- 132 Regular Installment 5 years 11. Sl1. 2. Plot size Estimated Realisable Valu13e. Booki1n4g. Estimated 15. Acc. Risk No. (sq. ft.) Mthly. Qtly. Hly. Yearly Amt. Realiseable Value Cover 1 180 300 891 1773 3528 18000 50000 18000 2 360 600 1782 3546 7056 36000 100000 36000 3 540 900 2673 5319 10584 54000 150000 54000 4 720 1200 3564 7092 14112 72000 200000 72000 5 900 1500 4455 8865 17640 90000 250000 90000 a. Having considered the above plans, I note that for subscribing to the plans of the Company, a customer/ investor was required to submit an ‘Agreement’ (which is in the nature of application form). The relevant ‘terms and conditions’ as noted on the ‘agreement’ are as under:  Under the schemes, the value of the plot will be ₹100 per sq.ft.  The Company provides the loan facility and accident benefit to its customers/ investors.  The plot is promised to be allotted to the customers, in case of ‘installment payment’ plan, within 120 days on receipt of 50% of the total payment. In installment payment plan, the allotment happens after atleast 24 months. In ‘single installment’ plan, the plot was promised to be allotted after 365 days.  The cost of the plot/ land includes the cost of the land and development expenses (including cost of irrigation, fertilizers, pesticides and other maintenance expenses).  The customer will have the ownership of the plot; however during the tenure of the agreement, the Company reserves the right over development and maintenance of the land, plantation and sale proceeds of the crops.  The customer will get the payment only after completing the tenure of the plan.

b. The other documents are the ‘Registration Certificate’ and ‘receipt’. These documents are issued by the Company to its customers. I have perused the copy of the ‘registration certificate’, the same reads as ‘… In response to your application, we are pleased to inform you that you have been registered for the Plot(s) booked you as per details are hereunder. The terms of booking and allotment shall be governed by the terms of Application, Agreement and also General Terms and Conditions printed overleaf.’ The ‘registration certificate’ contains the space for registration number, scheme code and term, asset value and plot size, payment mode, instalment amount and estimated realisable value at the end of term, etc.

c. Another document is ‘Letter of Land Unit Allotment’. I have perused the sample ‘Letter of Land Unit Allotment’ issued to one Mr. Virendra Singh and note that the same contains the following details, i.e. Number of land units - 1 Area (Sq.ft.) - 200 Land unit(s) number - 0.14/ Acre

Khasra Gate No. - 769 Village - Sabdalpur, Daudpur Tehsil - Chakarnagar District - Etawah State - Uttar Pradesh The relevant clauses of the ‘Letter of Land Unit Allotment’ is as under: “… SAHIPL reserves the right to change the location of this allotment, and allot you an alternate site at any other place. … You are required to immediate get in touch with the concerned Brach Manager/ Branch In-Charge to find out what these defect are, and remove them. In case of your failure to remove these defects within 45 days of receipt of this Allotment Letter this allotment would stand cancelled, and it would not be possible for us to execute/ procure execution of sale deed for conveying the Land Units(s) to you, and you alone shall be responsible for the consequential breach of the Agreement between us in that regard. The sale deed in respect of the Land Unit (s) allotted to you shall be executed and registered subject to condition mentioned in your letter for Land Registration. … This allotment and the subsequent conveyance of the aforesaid land to you shall remain subject to the “Rules”, contained in the Rule Book supplied to you, the “Terms and Conditions”, contained in the Agreement form signed by you … A sum of Rs. … paid by you to SAHIPL under Single Installment Scheme … has now been appropriated by SAHIPL towards the cost which are to be met in procuring the said property and conveying it to you, developing the same, planting the required saplings, plants, trees, crops, etc. management fee and other ancillary and incidental expenses thereto.”

10. Considering the discussion on the documents submitted by the Company, the following are my findings: a. As per the agreement, the customer/ investor gets the payment after completion of the tenure of the plan. The same suggests that the plan of the Company is a mere ‘investment’ scheme. b. The allotment of the plot is solely at the discretion of the Company as the ‘application form’ does not give an option to the customer to specify the location/ details of the land they wish to apply for. c. The registration letter/ ‘letter of land unit allotment’ does not provide the exact location of the land. In place of ‘land unit number’ the Company has given the area (in acres). The same shows that the exact location of the land is not made available by the Company to its customers. However, the ‘registration certificate’ contains the ‘estimated realisable value at the end of term’. d. Development of plot was an integral part of the plan of the Company. e. The value of the plots offered by the Company are same i.e. ₹100 per sq.ft. I note that the value of each piece of land usually varies according to location, however, the schemes operated by the Company suggests that the land was being sold as a homogeneous commodity, at a fixed price. f. Further, the cost of the plot had included the cost of land, development charges, other inputs, saplings, plants, trees, etc. g. The customer though stated to be an absolute owner of the land, the right of development and maintenance is exclusively retained by the Company. h. As per the details submitted by the Company, it had mobilised ₹56,80,150 from 1,076 customers.

11. Now I proceed to deal with the characteristics of the impugned plans/ schemes floated and carried on by the Company against the four conditions under Section 11AA(2) of the SEBI Act as alleged in the interim order. For concluding whether a scheme is a CIS or not, all the four conditions under Section 11AA(2) of the SEBI Act should be satisfied.

i. The first condition is that the contributions, or payments made by the investors, by whatever name called, are pooled and utilized for the purposes of the scheme or arrangement. In this regard, I note that: - The Company accepts the contribution/ investments from the investors/ customers for subscribing to one of its plans for the purchase of plot. - Till the stage of ‘agreement’ and ‘registration certificate’, the Company does not identify the land to be sold to the customers. As discussed above, the Company had promised to allot the plot under the ‘single installment’ plan after the completion of 365 days from the date of making application. As regards, the ‘installment payment’ plan, the plot had to be allotted within 120 days on receipt of the 50% of the total payment. - Further, the ‘Letter of Land Unit Allotment’ states that on allotment of land, the payment made has been appropriated ‘towards the cost which are to be met in procuring the said property’. The same suggests that even after issuing the ‘Letter of Land Unit Allotment’, the Company is yet to purchase the land. - Even if, it is assumed that the ‘Letter of Land Unit Allotment’ specified the details of the land, then also it is difficult to identify the exact location of the plot with the available details. Further, the Company reserves the right to change the location of the plot allotted and to provide an alternate plot.

- The Company had also not identified the plot in the ‘registration certificate’ issued by it. Though the same provides for the ‘estimated realisable value at the end of term’, which is yet to be allotted.

These facts show that the Company pools the investment made by the customers, with an aim/ object of carrying out the overall plan/ scheme. From the same, it can be concluded that the ‘contributions, or payments made by the investors, are pooled and utilised by the Company for the purposes of the scheme or arrangement’, the scheme being to accept contributions/ payments in the name of sale of plot/ land. Thus, satisfying the first condition as stipulated in Section 11AA(2)(i) of the SEBI Act.

ii. The second condition is that the contributions or payments are made to such scheme or arrangement by the investors with a view to receive profits, income, produce or property, whether movable or immovable from such scheme or arrangement. The plans of the Company and registration certificate clearly provides for the ‘estimated realizable value at the end of term’, which is higher than the invested amount. The plans of the Company also provided for loan facility and the accident benefit to its customers/ investors. From the same, it can be concluded that the investment/ contributions were made by the customers/ investors with a view to earn profits. Considering the same, it is concluded that the customers/ investors had made the contribution/ payment to the Company with a view to earn profits/ income/ property/ return on the initial investments that may accrue to them as applicable, thus attracting the second condition as stipulated in Section 11AA(2)(ii) of the SEBI Act.

iii. The third and fourth conditions under Section 11AA(2) of the SEBI Act are being discussed together. The said conditions are that the property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors and the investors do not have day to day control over the management and operation of the scheme or arrangement. In this regard, I note that the payments/ investments made by the customers/ investors is retained by the Company, who in turn manages these on behalf of the customers/ investors during the term of plan. Further, the customer investing with the Company is required to give authority for the development of the plot in favour of the Company. The clause that during the tenure of the agreement, the Company reserves the right over the development and maintenance of the land, plantation and the sale proceeds of the crop, hints that the plot was not managed by the customers, at any stage of the scheme. The investments of the customers/ investors were managed and utilized by the Company at its discretion.

In view of the above, it can be concluded that the plans/ schemes of the Company satisfies the third and fourth conditions under Section 11AA (2) of the SEBI Act also.

12. From the discussion above, it is evident that the Company solicits investments from its customers in its scheme of purchase of plot. The scheme of the Company in taking monies from its customers/ investors and promising them estimated value at the end of the contract definitely fall within the ambit of Section 11AA of the SEBI Act. As all the four conditions specified under Section 11AA(2) of the SEBI Act are satisfied in the present facts of the case, the schemes/ plans promoted, launched, carried on and operated by the Company are in the nature of CIS in terms of Section 11AA(1). While proceeding further, I place my reliance on the observations of the Hon'ble Supreme Court, made in the matter of PGF Limited & Ors. Vs. Union of India & Anrs. (Civil Appeal No. 6572 of 2004): “42. … ... .. as per the agreement between the customer and the PGF Limited, it is the responsibility of the PGF Limited to carry out the developmental activity in the land and thereby the PGF Limited undertook to manage the scheme/arrangement on behalf of the customers. Having regard to the location of the lands sold in units to the customers, which are located in different states while the customers are stated to be from different parts of the country it is well-neigh possible for the customers to have day to day control over the management and operation of the scheme/arrangement. In these circumstances, the conclusion of the Division Bench in holding that the nature of activity of the PGF Limited under the guise of sale and development of agricultural land did fall under the definition of collective investment scheme under Section 2(ba) read along with Section 11AA of the SEBI Act was perfectly justified and hence, we do not find any flaw in the said conclusion. ... .... 53. … therefore, hold that Section 11AA of the SEBI Act is constitutionally valid. We also hold that the activity of … the sale and development of agricultural land squarely falls within the definition of collective investment scheme under Section 2(ba) read along with Section 11AA (ii) of the SEBI Act ...” Therefore, having concluded that the activities of the Company are CIS, in terms of Section 11AA of the SEBI Act, I proceed further with the matter.

13. Section 12(1B) of the SEBI Act mandates that no person, shall sponsor or cause to be sponsored or carry on or caused to be carried on any CIS unless it obtains a certificate of registration from SEBI in accordance with the CIS Regulations. The Company has clearly failed to do so. Regulation 3 of the CIS Regulations provides that no person other than a Collective Investment Management Company which has obtained a certificate under the said regulations shall carry on or sponsor or launch a 'CIS'. A person can launch or sponsor or cause to sponsor a CIS only if it is registered with SEBI as a Collective Investment Management Company. Therefore, the launching/ floating/ sponsoring/ causing to sponsor any ‘collective investment scheme’ by any ‘person’ without obtaining the certificate of registration in terms of the provisions of the CIS Regulations is in contravention of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS Regulations.

14. Further, in terms of Regulation 4(2)(t) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and includes illegal mobilization of funds by sponsoring or causing to be sponsored or carrying on or causing to be carried on any CIS by any person. This provision in the above Regulations has been brought into effect from September 06, 2013. Accordingly, it could be held that by mobilizing public funds through CIS without obtaining registration from SEBI as required under Section 12(1B) of the SEBI Act read with Regulation 3 of the CIS Regulations, the Company has contravened the above said provision.

15. Liability of the Directors: I note that the interim order was issued against the Company and its directors namely Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar. The details of the appointment and resignations of the directors of the Company are as under: Name Date of Appointment Date of Cessation Mr. Rajesh Awasthi 09/09/2004 Continuing as director Mr. Pravesh Kumar Karowliya 01/05/2008 Continuing as director Mr. Raghuvir Singh 16/05/2011 10/08/2013 Mr. Dharmendra Kumar Pal 09/09/2004 14/09/2005 Mr. Jitendra Kumar Porwal 09/09/2004 20/11/2011 Mr. Shiv Kumar 27/09/2013 Continuing as director It is noted that Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya and Mr. Shiv Kumar are the present directors of the Company.

It is noted that the noticees namely Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal and Mr. Jitendra Kumar Porwal had resigned from the Company on the dates as mentioned in the table above. I note that such resignations do not absolve these noticees from the charges levelled in the interim order, in the light of the incorporation of the Company on September 09, 2004 and commencement of the schemes in the period during which they were the directors of the Company. Therefore, I have no hesitation in holding that the Company and its directors namely Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar were engaged in the illegal fund mobilising activity by floating/ sponsoring/ launching, unregistered/ unauthorised CIS, as defined in the Section 11AA of the SEBI Act. In view of the above findings and observations made in this Order and the violations committed by the Company, it becomes necessary for SEBI to issue appropriate directions in order to protect the interest of investors and also to secure the interest of the securities market.

16. In view of the observations made in this Order, I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 and Sections 11(1), 11B and 11(4) thereof and Regulation 65 of the SEBI (Collective Investment Schemes) Regulations, 1999, hereby issue the following directions:

a. Swar Agroteak and Housing (India) Private Limited [CIN: U74999UP2004PTC029042] and its directors (past and present), namley Mr. Rajesh Awasthi [PAN: AGMPA1004E], Mr. Pravesh Kumar Karowliya [DIN: 02104180], Mr. Raghuvir Singh [DIN: 03513230], Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal [PAN: AJIPP3718P] and Mr. Shiv Kumar [PAN: BLGPK9508K] shall abstain from collecting any money from the investors or launch or carry out any Collective Investment Schemes including the scheme which have been identified as a Collective Investment Scheme in this Order.

b. Swar Agroteak and Housing (India) Private Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya and Mr. Shiv Kumar shall wind up the existing Collective Investment Schemes and refund through ‘Bank Demand Draft’ or ‘Pay Order’, the money collected by the said company under the schemes with returns which are due to its investors as per the terms of offer within a period of three months from the date of this Order and thereafter within a period of fifteen days, submit a winding up and repayment report to SEBI in accordance with the SEBI (Collective Investment Schemes) Regulations, 1999, including the trail of funds claimed to be refunded, bank account statements indicating refund to the investors and receipt from the investors acknowledging such refunds.

c. Swar Agroteak and Housing (India) Private Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya and Mr. Shiv Kumar are permitted to sell the assets of the Company only for the sole purpose of making refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalised Bank.

d. After completing the aforesaid repayments in terms of sub-paragraph (b) above, the Company shall file a certificate of such completion with SEBI, within a period of 15 days, 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’).

e. Swar Agroteak and Housing (India) Private Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar are also directed to immediately provide a complete and detailed 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.

f. Swar Agroteak and Housing (India) Private Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar are restrained from accessing the securities market and are prohibited from buying, selling or otherwise dealing in securities market for a period of four (4) years.

g. In the event of failure by Swar Agroteak and Housing (India) Private Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar to comply with the above directions, the following actions shall follow: - Swar Agroteak and Housing (India) Private Limited and its directors (past and present) namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Raghuvir Singh, Mr. Dharmendra Kumar Pal, Mr. Jitendra Kumar Porwal and Mr. Shiv Kumar shall remain restrained from accessing the securities market and would further be prohibited from buying, selling or otherwise dealing in securities, even after the period of four (4) years of restraint imposed in sub-paragraph (f) above, till all the Collective Investment Schemes of Swar Agroteak and Housing (India) Private Limited are wound up and all the monies mobilized through such schemes are refunded to its investors with returns which are due to them. - SEBI would make a reference to the State Government/ Local Police to register a civil/ criminal case against Swar Agroteak and Housing (India) Private Limited, 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 - SEBI would make a reference to the Ministry of Corporate Affairs, to initiate appropriate action as deemed fit against the Company, Swar Agroteak and Housing (India) Private Limited. - SEBI would also make a reference to the Ministry of Corporate Affairs to restrain the abovementioned noticee directors from being directors in other companies. - SEBI shall initiate attachment and recovery proceedings under the SEBI Act and rules and regulations framed thereunder.

17. This order shall come into force with immediate effect.

18. This Order shall be without prejudice to the right of SEBI to initiate prosecution proceedings under Section 24 and adjudication proceedings under Chapter VIA of the Securities and Exchange Board of India Act, 1992 against Swar Agroteak and Housing (India) Private Limited, including other persons who are in default, for the violations as found in this Order.

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

DATE : May 06, 2016 PRASHANT SARAN PLACE : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA