Order in the matter of Swar Agrotech India Limited

WTM/PS/22/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 Agrotech India Limited In respect of: 1. Swar Agrotech India Limited [CIN: U01403UP2012PLC048364], 2. Mr. Rajesh Awasthi [PAN: AGMPA1004E], 3. Mr. Pravesh Kumar Karowliya [PAN: ATSPK4627Q; DIN: 02104180], 4. Mr. Rohit Gupta [PAN: APBPG3984P] and 5. Mr. Shiv Kumar [PAN: BLGPK9508K] Date of Hearing: August 07, 2015 Appearances: Mr. Rohit Gupta 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 Agrotech India Limited (hereinafter referred to as ‘the Company’ or ‘Swar Agrotech’). 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 Agrotech 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 Agrotech 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 and to safeguard the assets/ acquired by Swar Agrotech and its directors from the funds of the investing public. This Order directed Swar Agrotech and its directors, namely, Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Rohit Gupta 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 Swar Agrotech; iv. not to dispose of or alienate any of the properties/assets obtained directly or indirectly through money raised by Swar Agrotech; v. not to divert any funds raised from public at large which are kept in bank account(s) and/or in the custody of Swar Agrotech; 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, which was duly delivered to all the noticees. 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. On the date fixed, the noticee namely Mr. Rohit Gupta appeared and made oral submissions. He also gave the written submissions dated August 07, 2015, which were taken on record. Vide the said letter, he also provided the contact details of the Company and Mr. Rajesh Awasthi, Mr. Shiv Kumar and Mr. Pravesh Kumar Karowliya. During the course of personal hearing, Mr. Rohit Gupta was also granted liberty to submit the written submissions, within a period of seven days, from the date of personal hearing. However, till date no submissions have been filed by him.

5. As other noticees had failed to appear for the personal hearing, one further opportunity of personal hearing was granted to the noticees on October 05, 2015. On the date fixed, none of the noticees had turned up. In the meantime, one Mr. Manish Kumar, Chartered Accountant while talking on the 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 file 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.

6. The submissions of Mr. Rohit Gupta made vide letter dated August 07, 2015, in brief, are as under: a. He was director of the Company during the period of February 16, 2012 to September 14, 2013. Since September 14, 2013, he has no relation with the Company. b. During February 16, 2012 to September 13, 2013, the Company had collected around ₹80 lakh and had also purchased three properties of around the same value. c. Since September 14, 2013, the records of the Company are with Mr. Rajesh Awasthi, Mr. Shiv Kumar and Mr. Pravesh Kumar Karowliya.

7. While proceeding further with the matter, I have considered the interim order, the reply of Mr. Rohit Gupta 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 Agrotech 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 Agrotech India Limited (CIN:U01403UP2012PLC048364) was incorporated on January 16, 2012 having its registered office at Shastri Chauraha, Near Hero Honda Showroom, Etawah - 206001 (UP). Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Rohit Gupta and Mr. Shiv Kumar are the Directors of Swar Agrotech. b. The main objects of Swar Agrotech as per the MoA 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.” a. I note from the interim order that the Company had mainly two plans i.e. ‘Installment Payment Plan’ and ‘One Time Payment Plan’. The sample of the plans offered by the Company, as also noted in the interim order, is as under: One Time Payment Plans S.No. No. of Installment Expected return of Installment Accidental Units (₹) 75 126 180 216 240 Risk Cover Months Months Months Months Months 1 0.25 3,000 6,000 12,000 18,000 30,000 42,000 3,000 2 0.50 6,000 12,000 24,000 36,000 60,000 84,000 6,000 3 0.75 9,000 18,000 36,000 54,000 90,000 1,26,000 9,000 4 1.00 12,000 24,000 48,000 72,000 1,20,000 1,68,000 12,000 5 1.25 15,000 30,000 60,000 90,000 1,50,000 2,10,000 15,000 6 1.50 18,000 36,000 72,000 108,000 1,80,000 2,52,000 18,000

MT-36 S.No. No. of Installment Amounts Total Estimated Accidental Units Mly. Qly. Hly. Yly. Installment Realisable Value Risk Cover (₹) 1 1.5 500 1,485 2,955 5,880 18,000 19,665 18,000 2 3.00 1,000 2,970 5,910 11,760 36,000 39,330 36,000 3 4.50 1,500 4,455 8,865 17,640 54,000 58,995 54,000 4 6.00 2,000 5,940 11,820 23,520 72,000 78,660 72,000 5 7.50 2,500 7,425 14,775 29,400 90,000 98,325 90,000 6 9.00 3,000 8,910 17,730 35,280 1,08,000 1,17,990 1,00,000 1 unit = 100 sq. ft.

b. Having considered the above, I proceed further and note that for subscribing to the plans of the Company, a customer/ investor was required to submit an ‘Agreement’ (the same is also 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. Further, one unit has been said to be equal to 100 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 Company can allot the plot/ land as per its own discretion.  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 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 get the payment only after completing the tenure of the plan.

c. 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, plot unit and consideration, tenure of agreement, payment mode, instalment amount, expiry date of agreement, estimated realisable value, the assured realisable cost at the end of term, etc.

d. Another document is ‘Latter of Land Unit Allotment’. I have perused the sample ‘Latter of Land Unit Allotment’ issued to one Mr. Santosh Kumar and note that the same contains the following details, i.e. Number of land units - 1 Area (Sq.ft.) - 125 Land unit(s) number - 1.00/ Hectares

Khasra Gate No. - 753 Village - Sabdalpur-c Tehsil - Bharthna District - Etawah State - U.P. The relevant clauses of the ‘Letter of Land Unit Allotment’ is as under: “… SAIL reserves the right to change the location of this allotment, and allot you an alternate site at any other place. … You are required to immediately 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 said 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 SAIL under Single Installment Scheme … Has now been appropriated by SAIL 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.” e. The next document is a brochure for agent, wherein the Company has represented that as it works under the Department of Company Affairs, it is not registered with SEBI. Following important clauses are noted therefrom:  The investor/ customer has the option to surrender the agreement.  On completion of the agreement, the investor/ customer has the option of either retaining or selling the plot/ land. The Company provides for marketing services for sale of the plot.  The Company retains the right to enter the plot/ land.  The Company had provision for joint sale deed. Customer does not get any claim over the common facilities provided by the Company

8. My findings on the discussion of the documents of the Company are as under: a. The allotment of the plot is solely at the discretion of the Company. No option was given to the customer to specify the location/ details of the land in the agreement. b. As per the agreement, the customer/ investor gets the payment after completion of the tenure of the plan. The same suggest that the plan of the Company is a mere ‘investment’ scheme.

c. The registration letter/ ‘latter of land unit allotment’ does not provide the exact location of the land. The ‘latter of land unit allotment’ only provides the ‘Land Unit No.’, however, no supporting map/ layout plan is attached to identify the land/ plot. 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 ₹94,79,362.

9. 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. - The Company promises to allot the plot under the ‘one time payment’ plan after the completion of 365 days from the date of making application. Under ‘installment payment’ plan, the plot is promised to be allotted within 120 days on receipt of the 50% of the total payment. - The Company does not identify the plot in the ‘registration certificate’. Though the same provided for the ‘estimated realisable value at the end of term’, which was not allotted till that time.

- Further, the ‘Latter 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 ‘Latter of Land Unit Allotment’, the Company is yet to purchase the land. - Even if, it is assumed that the ‘Latter of Land Unit Allotment’ specified the details of the land, then also in the absence of any layout plan/ map, 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.

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 provides for the ‘estimated realizable value’, which is higher than the invested amount. The registration certificate also has space for ‘assured realisable cost at the end of term’. 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 were 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 plans. 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 investor/ customer was given the right to inspect the plot and tender suggestions, however, the Company has not produced anything to show as to how the investor/ customer will identify the plot. In view of the same, it can be concluded that 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.

10. 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.

11. 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.

12. 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.

13. 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. Rohit Gupta 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 16/01/2012 Continuing as director

Mr. Pravesh Kumar Karowliya 16/09/2013 Continuing as director Mr. Rohit Gupta 16/01/2012 14/09/2013 Mr. Shiv Kumar 16/01/2012 Continuing as director It is noted that Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya and Mr. Shiv Kumar are the present director of the Company.

It is noted that the noticees namely Mr. Rohit Gupta had resigned from the Company on September 14, 2013. I note that such resignation does not absolve him from the charges levelled in the interim order, in the light of the incorporation of the Company on January 16, 2012 and commencement of the schemes in the period during which he was the director 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. Rohit Gupta 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.

14. 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 Agrotech India Limited [CIN: U01403UP2012PLC048364], Mr. Rajesh Awasthi [PAN: AGMPA1004E], Mr. Pravesh Kumar Karowliya [DIN: 02104180], Mr. Rohit Gupta [PAN: APBPG3984P] 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 Agrotech India 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 Agrotech India 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 Agrotech India Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Rohit Gupta 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 Agrotech India Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Rohit Gupta 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 Agrotech India Limited and its directors namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Rohit Gupta and Mr. Shiv Kumar to comply with the above directions, the following actions shall follow:

- Swar Agrotech India Limited and its directors (past and present) namley Mr. Rajesh Awasthi, Mr. Pravesh Kumar Karowliya, Mr. Rohit Gupta 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 Agrotech India 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 Agrotech India 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 Agrotech India 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.

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

16. 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 Agrotech India Limited, including other persons who are in default, for the violations as found in this Order.

17. 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