Order in the matter of United Medicine and Surgical Industries Limited

WTM/RKA/EFD/174/2016 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under Sections 11 (1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in respect of: 1. United Medicine and Surgical Industries Limited 2. Mr. Santosh Kumar Hati 3. Mr. Suvendu Ganguly 4. Mr. Biplab Sarkar 5. Mr. Satyanarayan Karmakar 6. Mr. Sumit Guria 7. Mr. Biplab Banerjee 8. Mr. Rajib Bhattacharya 9. Mr. Md. Saifuddin Halder 10. Mr. Tozemmul Islam 11. Mr. Harendra Nath Sinha 12. United Debenture Trust (represented by Mr. Abbas Ali Molla). In the matter of issuance of Redeemable Preference Shares and Non-Convertible Debentures by United Medicine and Surgical Industries Limited.

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”), conducted a preliminary examination into the issuance of Redeemable Preference Shares (hereinafter referred to as “RPS”) by United Medicine and Surgical Industries Limited {hereinafter referred to as “the company” or “UMSIL”} with a view to ascertain the possible violations of the public issue norms stipulated under the Companies Act, 1956 and other applicable laws pertaining to the SEBI (Issue and Listing of Non-convertible Redeemable Preference Shares) Regulations, 2013 (“NPRS Regulations”) and SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“ILDS Regulations”). 2. Pursuant to the examination, SEBI passed an interim order dated June 25, 2015 (hereinafter referred to as “interim order”) against the company, its directors, Mr. Santosh Kumar Hati, Mr. Suvendu Ganguly, Mr. Biplab Sarkar and Mr. Satyanarayan Karmakar, its past directors, Mr. Sumit Guria, Mr. Biplab Banerjee, Mr. Rajib Bhattacharya, Mr. Md. Saifuddin Halder, Mr. Tozemmul Islam and Mr. Harendra Nath Sinha and United Debenture Trust (represented by Mr. Abbas Ali Molla) {collectively referred to as “the noticees”}, in view of the following:

Order in respect of United Medicine and Surgical Industries Limited and others (i) “….. UMSIL is prima facie engaged in fund mobilising activity from the public, through the Offer of Redeemable Preference Shares and Offer of NCDs and as a result of the aforesaid activity has violated the aforementioned provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73, Sections 117B–117C) read with the Non– Convertible Redeemable Preference Shares Regulations and the Debt Securities Regulations”. (ii) “United Debenture Trust (represented by Shri Abbas Ali Molla) has acted as unregistered Debenture Trustee, which amounts to violation of the abovementioned provisions of the SEBI Act read with the Debenture Trustee Regulations”. 3. In view of the alleged contraventions and for the reasons stated in the interim order, the following directions were issued therein: i. “UMSIL (PAN: AABCU2558H) shall not mobilize any fresh funds from investors through the Offer of Redeemable Preference Shares and Offer of NCDs or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii.

UMSIL and its present Directors, viz. Shri Santosh Kumar Hati (PAN: ACKPH9229A; DIN: 03213907), Shri Suvendu Ganguly (PAN: BDOPG6630C; DIN: 05298893), Shri Biplab Sarkar (PAN: CAYPS6984D; DIN: 06859547) and Shri Satyanarayan Karmakar (PAN: BCJPK2878L; DIN: 06859637), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iii. The past Directors of UMSIL, viz. Shri Sumit Guria (PAN: AQFPG0812M; DIN: 05121677), Shri Biplab Banerjee (PAN: AUDPB3526F; DIN: 05176290), Shri Rajib Bhattacharya (PAN: AMGPB0981P; DIN: 02744648), Shri Md. Saifuddin Halder (PAN: ABJPH6895C; DIN: 03213829), Shri Tozemmul Islam (PAN: ABHPI1120R; DIN: 06594445) and Shri Harendra Nath Sinha (PAN: AUUPS6793A; DIN: 03271303), 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; iv.

UMSIL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; v. UMSIL shall provide a full inventory of all its assets and properties; vi. UMSIL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. UMSIL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares and Offer of NCDs, without prior permission from SEBI;

viii. UMSIL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares and Offer of NCDs, which are kept in bank account(s) and/or in the custody of UMSIL; ix. The Debenture Trustee, viz. United Debenture Trust (represented by Shri Abbas Ali Molla), is prohibited from continuing with its assignment as debenture trustee in respect of the Offer of NCDs of UMSIL and also from taking up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, from the date of this order till further directions.” 4. The interim order advised the company and its aforesaid directors to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act including the following, should not be taken/imposed against them: i. Directing them jointly and severally to refund money collected through the Offer of Redeemable Preference Shares and Offer of NCDs along with interest, if any, promised to investors therein; ii. Directing them not to issue prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, for an appropriate period; iii.

Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period. 5. The noticees were afforded opportunity to file their reply within 21 days of receipt of the interim order and to seek a personal hearing, if they desired. The interim order was forwarded to the noticees vide SEBI letters dated June 26, 2015. One Sandeep Kumar Sinha (son of noticee, Mr. Harendra Nath Sinha) submitted vide letter dated July 13, 2015 and that Mr. Harendra Nath Sinha had passed away on November 21, 2011. Death Certificate dated February 07, 2012 issued by the Tamluk Municipality (West Bengal) was enclosed. Therefore, the proceeding in respect of Mr. Harendra Nath Sinha has abated. 6. Mr. Abbas Ali Molla, vide letter dated July 22, 2015, inter alia made the following submissions: (a) He is a practicing lawyer and has been looking into the legal affairs of the company since 2010. (b) He was mostly engaged in registration of land which the company purchased for expansion of their business activities in Baruipur area.

The directors of the company requested him to sign a Deed of Mortgage although it was not stated that he was being made a debenture trustee.

(c) Upon discovering such fraudulent acts of the company and the fraudulent fact in making him the debenture trustee, he tendered his resignation on September 30, 2013. The same was acknowledged by the company and/or its directors. (d) After wrongfully made a debenture trustee in respect of the mortgage deed dated January 14, 2012, he was compelled to file a suit before the City Civil Court at Calcutta. Thereafter, company and others accepted that his name was fraudulently included as a debenture trustee in the mortgage deed and vide a Board Resolution dated November 29, 2013 unanimously decided that his name should be deleted as a debenture trustee. (e) By a newspaper publication dated January 02, 2014, such facts have also been intimated to the general public and the debenture holders have not disputed to the same. (f) He submitted therefore that the interim order against him is not maintainable and in view of the subsequent acts of the company and its directors it became apparent that his name was included in a fraudulent manner without his knowledge. (g) He also submitted that he was not related to the affairs of the company except that he was entrusted with certain activities which he performed for his clients as an Advocate.

(h) He enclosed copy of the Mortgage Deed dated January 14, 2012, Notice dated September 30, 2013 issued by the noticee to the company and directors, plaint of the civil suit filed by the noticee, written statement filed in the court by the company and others, company’s Board Resolution dated November 29, 2013 and newspaper publication. 7. Thereafter, SEBI vide notices dated August 30, 2016 advised the noticees that they have been afforded an opportunity of personal hearing on September 29, 2016. As the interim order could not be delivered to some of the noticees at their last known address, SEBI made a public notice in the newspapers (in Times of India-Kolkata Edition on August 28, 2016 and in Anand Bazaar Patrika on August 29, 2016) intimating the noticees about the interim order and the personal hearing fixed on September 29, 2016. They were also advised to file their replies before the date of personal hearing. 8. Mr. Satya Narayan Karmakar, vide letter dated September 08, 2016 submitted that he resigned from the company on April 30, 2015 and that the company had accepted the same and filed DIR- 11. He enclosed copy of resignation letter dated received by company on April 30, 2015, company’s letter dated May 15, 2015 releasing him and Form No. DIR-11 (notice of resignation of a director to the Registrar) which mentions that he was appointed as a director in ‘promoter’ category on April 28, 2014 and resigned on April 30, 2015. He has submitted that as he is no more a present director, calling him for a personal hearing does not arise.

9. Mr. Abbas Ali Molla, vide letter dated September 16, 2016 while reiterating his earlier submissions submitted that he had no financial gains and that the company accumulated huge sum of money from the general public. He undertook to provide the bank accounts and other financial details of the company. 10. Mr. Rajib Bhattacharya, vide letter dated September 15, 2016, submitted that he worked as a director in the company from November 2010 to February 2012. The company and United Cosmetics Manufacturing (I) Limited are group companies incorporated by Mr. Nirapada Maity. The said person had used the noticee’s name and formed the company. Mr. Nirapada Maity’s name is not present as a director, however he is the ultimate decision maker and key person in the company. During his tenure of 14 months, he was working as a marketing executive only and looked after the insurance development division. He used to report to Mr. Nirapada Maiti, Managing Director and Head of the company. Mr. Nirapada Maiti was the key person in respect of legal, financial and administrative functions of the company and took all major decisions related to the company. The noticee further submitted that he may have been given the designation of a Director, but never received any privilege or benefits of any standard like a director and was treated as an employee of a company.

11. In the personal hearing held on September 29, 2016, Mr. Swatarup Banerjee, Advocate and Mr. Kunal Parekh, Advocate appeared on behalf of United Debenture Trust (represented by Mr. Abbas Ali Molla). The learned advocate made oral submissions on the lines of the written replies filed by Mr. Abbas Ali Molla. Liberty was sought for submitting copies of documents pertaining to the company and the same was allowed. Noticees, Mr. Biplab Banerjee and Mr. Sumit Guria vide separate letters had stated that they are in a poor financial condition and therefore it would not be possible for them to attend the hearing in Mumbai. They had requested for a personal hearing in Kolkata. As adequate opportunity was already granted for hearing and filing of submissions, the above request was rejected. However, as a last opportunity, they were granted liberty to file written submissions along with all supporting documents within a period of 10 days. The other noticees neither appeared nor filed their submissions despite a public notice. The proceedings of personal hearing was concluded. 12. I have considered the interim order and material available on record. The prima facie findings made in the interim order remain undisputed as none of the noticees have filed their response on merits till date. Therefore, I do not wish to burden this Order by repeating the elaborate facts and observations mentioned in the interim order. The company is alleged to have made a public offer of NCDs and RPS and issued such securities without complying with the public issue norms mandated under the Companies Act, 1956, the NPRS Regulations and the ILDS Regulations.

13. The company admittedly issued RPS during 2013-14 to 1538 persons and raised Rs.0.71 crore. The interim order has observed “………. although UMSIL has admittedly allotted 71,090 Redeemable Preference Shares on a common date (i.e. on March 31, 2014) to 1538 persons in respect of 'Share Application Money' received upto March 31, 2013, it is noted that the Redeemable Preference Shares issued to 8 different persons, copies of which have been submitted by the complainant, are all dated between November 26, 2010 and January 31, 2012. Further, it is noted that the names of 7 out of 8 such persons do not figure in the said list of allottees who were allotted Redeemable Preference Shares on March 31, 2014, as provided by UMSIL. Thus, it appears that UMSIL has issued Redeemable Preference Shares even prior to March 31, 2014 (i.e. during Financial Years 2010–11 and 2011–12) and the number of persons who have been allotted Redeemable Preference Shares is definitely more than 1538 persons (as named in the return of allotment provided by UMSIL) and consequently the amount is also likely to be higher.

The same also shows that UMSIL has filed false information with SEBI in respect of fund mobilization through the issue of Redeemable Preference Shares”. As the company/its directors have failed to respond to the same and have not submitted complete information with respect to the offer and issue of RPS, I have no reason to take a different view regarding the above findings made the interim order. Considering the number of persons to whom the securities was offered and issued, it can be held that the company made a public issue of RPS in terms of the first proviso to section 67(3) of the Companies Act, 1956. In terms of the aforesaid provision, an issue of securities becomes a ‘public issue’ if the offer to subscribe to shares or debentures is made to 50 persons or more. 14. The company admittedly issued NCDs during 2011-12 to 222 persons and raised Rs.0.08 crore. Further in this regard, the interim order has observed “….. although UMSIL has admittedly allotted NCDs on a common date (i.e. on March 31, 2012) to 222 persons, it is noted that the copies of debenture certificates issued to 4 different persons, copies of which have been submitted by the complainant, are dated between April 29, 2012 to February 23, 2013. Further, it is noted that the names of the aforesaid 4 persons do not figure in the list of allottees who were allotted NCDs on March 31, 2012, as provided by UMSIL.

Thus, it appears that UMSIL has issued NCDs even after March 31, 2012 and the number of persons who have been allotted NCDs is definitely more than 222 persons (as informed by UMSIL) and consequently the amount is also likely to be higher. The same also shows that the company has filed false information with SEBI in respect of fund mobilization through the issue of NCDs”. As the company/its directors have failed to respond to the same and have not submitted complete information with respect to the offer and issue of NCDs, I have no ground to deviate from the above findings made the interim order. Considering that the number of persons to whom the securities was offered and issued was more than 49, it can be held that the company made a public issue of NCDs in terms of the first proviso to section 67(3) of the Companies Act, 1956.

15. As the issuance of NCDs and RPS by the company was done through a ‘public issue’, it ought to have complied with the provisions of sections 56(1), 56(3), 60 read with section 2(36), 73, 117B and 117C of the Companies Act, 1956, regulations 4(2)(a), (b), (c), (d), e, 4(3), 4(5), 5, 6, 7, 8, 9, 13, 15, 16 and 22 of the NPRS Regulations and regulations 4(2)(a), (b), (c), (d), 4(4), 5(2)(b), 6, 7, 8, 9, 12, 14, 15, 17, 19 and 26 of the ILDS Regulations. In the present case, there is no record to show that the company complied with requirements of the above provisions of law in respect of its offer and issuance of NCDs and RPS. The company is therefore held guilty of contravening the aforesaid provisions of the Companies Act, 1956, the NPRS Regulations and the ILDS Regulations and becomes liable for the consequences of such non-compliances. 16. The interim order has issued directions in respect of the company’s directors, namely Mr. Santosh Kumar Hati, Mr. Suvendu Ganguly, Mr. Biplab Sarkar and Mr. Satyanarayan Karmakar and the company’s past directors, Mr. Sumit Guria, Mr. Biplab Banerjee, Mr. Rajib Bhattacharya, Mr. Md. Saifuddin Halder, Mr. Tozemmul Islam and Mr. Harendra Nath Sinha. It is held above that the company made a public issue of RPS (since FY 2010-11 to FY 2013-14) and NCDs (during FY 2011-12 and also thereafter). The details regarding the date of appointment and resignation, if any, of the aforesaid directors is tabulated below:

Name Date of appointment Date of resignation Mr. Santosh Kumar Hati 09.11.2010 Continuing as director Mr. Suvendu Ganguly 26.05.2012 Continuing as director Mr. Biplab Sarkar 28.04.2014 Continuing as director Mr. Satyanarayan Karmakar 28.04.2014 30.04.2015 (as per DIR-11 filed by the noticee) Mr. Sumit Guria 16.01.2012 21.03.2013 Mr. Biplab Banerjee 16.01.2012 14.05.2013 Mr. Rajib Bhattacharya 09.11.2010 09.02.2012 Mr. Md. Saifuddin Halder 25.07.2011 09.02.2012 Mr. Tozemmul Islam 14.05.2013 10.05.2014 Mr. Harendra Nath Sinha 09.11.2010 04.08.2011 17. For the reasons stated above in this order, the proceedings in respect of Mr. Harendra Nath Sinha stands abated. The aforesaid directors (excluding Mr. Biplab Sarkar and Mr. Satyanarayan Karmakar) were present in the company’s Board during the period when the company made offer and issued the RPS and NCDs in a public issue. In terms of section 291 of the Companies Act, 1956, the Board of Directors of a company shall be entitled to exercise all such powers and do all such acts and things as the company is authorized to exercise and do. Therefore, the Board of Directors being responsible for the conduct of the business of a company will be liable for any non-compliance of law and such liability shall be upon the individual directors also.

Section 56(1) and 56(3) read with section 56(4) imposes the liability for the non-compliance of the said provisions, on the company, every director, and other persons responsible for the issuance of the prospectus. The liability for non-compliance of section 60 of the Companies Act is on the Company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section. Further, the directors of a company shall be liable for action in case of contravention of the ILDS Regulations. 18. The liability of the company and directors to repay under section 73(2) of the Companies Act, 1956 would remain until the whole of the subscription amount along with interest is refunded to the allottees/investors. Therefore, the directors (irrespective of whether they continue or resign) who were present during the period when the company made the offer and allotted NCDs shall be liable for violation of sections 56, 60 and 73 of the Companies Act, 1956 and the ILDS Regulations. Further, the persons who join the company’s Board as directors pursuant to the offer and allotment of securities shall also be liable if the company/concerned directors fail to make refunds as mandated under sections 73(2) of the Companies Act, 1956. With respect to the breach of law and duty by a director of a company, I refer to and rely on the following observations made by the Hon’ble High Court of Madras in Madhavan Nambiar vs Registrar of Companies (2002 108 Comp Cas 1 Mad): “13. ….

A director either full time or part time, either elected or appointed or nominated is bound to discharge the functions of a director and should have taken all the diligent steps and taken care in the affairs of the company. 14. In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust or violation of the statutory provisions of the Act and the rules, there is no difference or distinction between the whole-time or part time director or nominated or co-opted director and the liability for such acts or commission or omission is equal. So also the treatment for such violations as stipulated in the Companies Act, 1956.”

19. Except for Mr. Rajib Bhattacharya and Mr. Satya Narayan Karmakar, the directors (past as well as present) did not file their response to the interim order. Mr. Satya Narayan Karmakar had admitted that he was a director from April 28, 2014 and has filed Form no. DIR-11 in respect of his resignation on April 30, 2015. He has stated that he need not appear in the personal hearing as he is no more a director. Mr. Rajib Bhattacharya has also admitted that he was a director in the company. As per records, Mr. Rajib Bhattacharya was a director from November 09, 2010 to February 09, 2012. This noticee has contended that he was hired to look after the insurance development division. He used to report to Mr. Nirapada Maiti, who was wholly in-charge of the legal, financial and administrative functions of the company. He has also alleged that Mr. Nirapada Maiti had used his name to form the company. However, he has not informed whether he has initiated any action against Mr. Nirapada Maiti or others responsible. Therefore, having been aware that he was appointed as a director, this noticee cannot plead ignorance.

He should be aware of the duties and responsibilities that are cast upon a director under law. Considering the observations made above and in the previous paragraphs and the admission of Mr. Satya Narayan Karmakar and Mr. Rajib Bhattacharya that they were the directors in the company, I find that their submissions are without merit. They would therefore be liable, along with the other noticees, for the violations committed by the company. 20. In view of the foregoing observations, I hereby find Mr. Santosh Kumar Hati, Mr. Suvendu Ganguly, Mr. Sumit Guria, Mr. Biplab Banerjee, Mr. Rajib Bhattacharya, Mr. Md. Saifuddin Halder and Mr. Tozemmul Islam liable for the contravention of sections 56, 60 and 73 of the Companies Act, 1956, the ILDS Regulations and the NPRS Regulations committed by the company including default in making refunds of the subscription money to the allottees/investors under section 73(2) of the Companies Act, 1956. Mr. Biplab Sarkar and Mr. Satyanarayan Karmakar having been appointed on April 28, 2014 (i.e. pursuant to the FY 2013-14) shall be liable for default in making refunds in terms of section 73(2) of the Companies Act, 1956. All the aforesaid persons are ‘officers in default’ in terms of section 5 of the Companies Act, 1956. Therefore, the company and the aforesaid persons are liable for the consequences including making refund of the subscription money to the allottees along with interest at 15% p.a. as mandated under section 73(2) of the Companies Act, 1956 read with rule 3(c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. 21. United Debenture Trust, represented by its Trustee, Mr. Abbas Ali Molla is alleged to have acted in contravention of section 12(1) of the SEBI Act, 1992 and regulation 7 of the SEBI (Debenture Trustees) Regulations, 1993. Mr. Abbas Ali Molla had submitted that he was fraudulently made a debenture trustee as he was only involved in registration of lands purchased by the company.

It is an admitted fact that he had executed the Mortgage Deed dated January 14, 2012. In the Mortgage Deed, it is clearly mentioned that the Mr. Abbas Ali Molla is the Trustee of United Debenture Trust and the noticee has executed the said document. After a gap of one year and nine months, the noticee has tendered resignation on September 30, 2013. In this letter, he acknowledges that at the request of the company and directors, he was appointed as a Trustee under the Trust Deed. The noticee has stated that he filed a civil suit praying inter alia for cancelling the mortgage deed. However, outcome of the civil suit has not been informed. The Company vide Resolution passed on November 29, 2013 released Mr. Abbas Ali Molla from his responsibilities as a Trustee. A public notice is also stated to have been made to the public at large. From the above stated facts and records, it becomes clear that Mr. Abbas Ali Molla was a Trustee from January 14, 2012 till November 29, 2013.

22. Section 12(1) of the SEBI Act, 1992 mandates that a Trustee shall buy, sell or deal in securities, except under and in accordance with the conditions of a certificate of registration obtained from SEBI. It is an undisputed fact that United Debenture Trust and Mr. Abbas Ali Molla were never registered with SEBI as ‘debenture trustees’. In terms of regulation 7 of the Debenture Trustees Regulations, a person can act as a debenture trustee only if he is either a scheduled bank or a public financial institution or an insurance company or a body corporate. United Debenture Trust and Mr. Abbas Ali Molla are not eligible under regulation 7 to be engaged as a debenture trustees. Accordingly, I find United Debenture Trust and Mr. Abbas Ali Molla guilty of contravening section 12(1) of the SEBI Act and regulation 7 of the Debenture Trustee Regulations. 23. In view of the foregoing, I, in exercise of the powers conferred under sections 11(1), 11(4), 11A and 11B read with section 19 of the Securities and Exchange Board of India Act, 1992, hereby issue the following directions: (i) United Medicine and Surgical Industries Limited (PAN: AABCU2558H), Mr. Santosh Kumar Hati (PAN: ACKPH9229A; DIN: 03213907), Mr. Suvendu Ganguly (PAN: BDOPG6630C; DIN: 05298893), Mr. Biplab Sarkar (PAN: CAYPS6984D; DIN: 06859547), Mr. Satyanarayan Karmakar (PAN: BCJPK2878L; DIN: 06859637), Mr. Sumit Guria (PAN: AQFPG0812M; DIN: 05121677), Mr. Biplab Banerjee (PAN: AUDPB3526F; DIN: 05176290), Mr. Rajib Bhattacharya (PAN: AMGPB0981P; DIN: 02744648), Mr. Md.

Saifuddin Halder (PAN: ABJPH6895C; DIN: 03213829) and Mr. Tozemmul Islam (PAN: ABHPI1120R; DIN: 06594445) shall within a period of three months from the date of this order, jointly and severally refund the money collected through the issue of redeemable preference shares and non-convertible debentures to the subscribers/allottees with interest at the rate of 15% per annum from the date of receipt of money till the date of such refund. (ii) Such refund shall be made only in cash through a Demand Draft or Pay Order. (iii) United Medicine and Surgical Industries Limited and its directors shall within fifteen days from the date of this Order submit to SEBI complete details of their assets (along with proofs thereof) certified by a peer reviewed Chartered Accountant. (iv) United Medicine and Surgical Industries Limited and its directors are permitted to sell assets of the company and deposit the sale proceeds in an Escrow Account opened with a nationalized bank. Such proceeds shall be utilized for the sole purpose of making refund/ repayment to the allottees of securities till the full refund/ repayment as directed above is made.

(v) United Medicine and Surgical Industries Limited and its directors shall issue a public notice, in all editions of one English national daily and one vernacular daily with wide circulation, detailing the modalities for refund, including details of contact persons including names, addresses and contact details, within fifteen days of this order. (vi) Within seven days of completion of refund/ repayment as directed hereinabove, United Medicine and Surgical Industries Limited and its directors shall file a certificate of such completion with SEBI from two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution. Such certificate shall be issued by the Chartered Accountants after verifying the relevant documents including bank accounts of the noticees and satisfying themselves that the refund has actually been made. (vii) 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. (viii) United Medicine and Surgical Industries Limited, Mr. Santosh Kumar Hati, Mr. Suvendu Ganguly, Mr. Biplab Sarkar, Mr. Satyanarayan Karmakar, Mr. Sumit Guria, Mr. Biplab Banerjee, Mr. Rajib Bhattacharya, Mr. Md.

Saifuddin Halder and Mr. Tozemmul Islam are restrained from, directly or indirectly, accessing the capital market by issuing prospectus, any offer document or advertisement soliciting money from the public and are further prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly, in whatsoever manner for a period of four years or till the date of refund of money to the allottees, whichever is later. (ix) Mr. Santosh Kumar Hati, Mr. Suvendu Ganguly, Mr. Biplab Sarkar, Mr. Satyanarayan Karmakar, Mr. Sumit Guria, Mr. Biplab Banerjee, Mr. Rajib Bhattacharya, Mr. Md. Saifuddin Halder and Mr. Tozemmul Islam are also restrained from associating themselves, with any listed public company and any public company which intends to raise money from the public, for a period of four years or till the date of refund of money to the allottees, whichever is later. (x) United Debenture Trust and Mr. Abbas Ali Molla are prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly, in whatsoever manner for a period of four years (xi) For the purposes of sub-paragraphs (viii) and (ix) above, the period of restraint shall be counted from the date of the interim order.

24. The interim order dated June 25, 2015 is disposed off accordingly. The above directions are without prejudice to the right of SEBI to take any other appropriate action for the violations found in this case or to initiate any action in case of failure to comply with the above directions, in accordance with the provisions of applicable laws including the proceedings under the provisions of section 28A of the SEBI Act. 25. This Order shall come into force with immediate effect. A copy of the Order shall be served on the noticees to ensure compliance with the above directions. A copy of this Order shall also be forwarded to the recognized stock exchanges and depositories for information and necessary action. 26. 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.

Date : October 28th, 2016 RAJEEV KUMAR AGARWAL Place : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA