Order in the matter of Utkarsha Plotters & Multi Agro Solutions India Limited

Under Sections 11(1), 11B and 11(4) 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 Utkarsha Plotters & Multi Agro Solutions India Limited (CIN:U70200MH2011PLC212898) and its Directors viz., Ms.Dipali Mithalal Gurav (DIN:03366250), Mr.Mitharam Chhagan Gurav (DIN:03366321) and Mr.Pravin Chhagan Gurav (DIN:03368401).

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) received a complaint dated December 11, 2013 alleging that “Utkarsha Plotters & Multi Agro Solutions India Limited (hereinafter referred to as “Utkarsha”) was "illegally collecting crores of rupees from gullible investors under the guise of trading in lands ".

2. As a matter of preliminary inquiry into whether or not Utkarsha was carrying on activities of 'collective investment scheme' in terms of Section 11 AA of the SEBI Act, 1992 ("SEBI Act"), SEBI vide letter dated January 03, 2014, sought inter alia the following information from Utkarsha and its Directors:- a. “Memorandum and Articles of Association (" MoA" and "AoA") of the company as filed with the Registrar of Companies (‘RoC’). b. Details of the past and present directors of the company. c. Brochures/offer documents pertaining to schemes / arrangements offered to the public. d. Sample copies of the application forms that are required to be submitted by investors to participate in the schemes of Utkarsha. e. Sample copies of the registration letter and allotment letter issued to the investors who subscribe to the schemes of Utkarsha. f. Sample copies of the agreement letter / contract required to be entered into by investor /applicant under the schemes of Utkarsha.

g. Details of the scheme wise / year wise amount mobilized, along with the number of investors under the schemes of Utkarsha. h. Details of the scheme wise / year wise amount paid / redeemed, along with the number of investors under the schemes of Utkarsha. i. List of all investors under the schemes of Utkarsha. j. Certified copies of audited financial statements of Utkarsha for the last three financial years. k. Copy of Income Tax Returns filed by Utkarsha for the last three years. l. Details of any other similar scheme (s), if any, floated by group / associates of Utkarsha.”

3. In response thereto, Utkarsha vide letter dated January 15, 2014 sought three to four months time to submit the requisite information to SEBI.

4. Subsequently, SEBI vide letters dated June 12, 2014 and July 10, 2014 sought the following additional information: a. “Details of the land owned/purchased by Utkarsha (Location of Land, Size of Land, relevant papers related to ownership of land, date of ownership/purchase of land). b. Details of various investment plans of the company. c. Details regarding minimum and maximum amount which can be invested under the investment plans. d. Details regarding minimum and maximum number of installments, an investor can opt under the investment plans. e. List of customers/investors who have entered into registered sales deed/agreement of sale for transfer of land in their names.”

5. Thereafter, Utkarsha vide its letters dated April 28, 2014, May 22, 2014, August 04, 2014, August 11, 2014 and August 19, 2014 submitted the following documents/ information : a. “Copy of Memorandum and Articles of Association. b. Sample copy of Letter of Intent / Offer Letter cum Agreement (Offer Documents). c. Sample copy of application form to participate in the investment schemes of the company. d. Sample copy of allotment letter. e. Sample copy of installment receipt and Acceptance letter issued by company. f. Details of the scheme wise, year wise amount mobilized by the company along with the number of investors under the schemes till 31.03.2013 g. Certified copies of audited financial statements for the financial years March 31, 2012 and March 31, 2013. h. Copy of Income Tax Returns filed by the company for the financial years March 31, 2012 and March 31, 2013. i. List of investors along with the address and their contact numbers. j. Details of regulatory approvals obtained by the company. k. Details of land owned/purchased by the company. l. Details of the various investment plans in which an investor can invest. m. Details regarding minimum and maximum amount which can be invested under the investment plans of the company. n. Details regarding minimum and maximum number of installments an investor can opt under the investment plans of the company. o. List of customers who have entered in to a registered sales deed/agreement of sale.”

6. Utkarsha, vide the aforesaid letter also submitted that “the company was formed for dealing in infrastructure activity especially buying undeveloped plots and then convert to non agriculture plots and develop road, electricity, water and basic infrastructure facilities and amenities for selling to customers.”

7. I have carefully considered the material available on record such as correspondence exchanged between SEBI and Utkarsha along with the documents contained therein, submissions made by Utkarsha, etc. In this context, the issue for determination is whether the mobilization of funds by Utkarsha under its schemes fall under the ambit of "Collective Investment Scheme" provided in Section 11AA of the SEBI Act. 8. On an examination of the material available on record, it is prima facie observed: a. Utkarsha(CIN:U70200MH2011PLC212898) was incorporated on February 01, 2011 having its registered office at 9, Basement, A wing, Shri Chhatrapati Shivaji Maharaj Jilla Krida Sankul, Opp. State Bank of India, Jalgaon, Maharashtra 425 001. Its Directors are Ms. Dipali Mithalal Gurav, Mr. Mitharam Chhagan Gurav and Mr.Pravin Chhagan Gurav.

b. Utkarsha started collecting money from the public since April 2011 and the earliest land purchased by the company was on April 16, 2012.

c. Utkarsha receives applications from its customers for purchase and development of land / plot (s). The business/ scheme of Utkarsha is to collect money from public to buy undeveloped plots and then convert those into non agricultural developed plots with road, electricity, water and other infrastructure amenities.

d. As per the marketing pamphlets, Utkarsha is inviting investments into its various plans with an estimated realizable value for developed plot. Plan nos. 1 to 4 are installment payment plans and Plan nos. 5 and 6 are cash down payment plans. For e.g. In Plan 1, Utkarsha is inviting money from investors in an equated monthly installment of `300/- for 60 months and offering `25,270/- as an estimated realizable value for the developed plot. The details of the Plans mentioned in the marketing pamphlets are tabulated as under:

Plan No. 1 for 5 year (60 Months) - Installment Payment Plan

Plot Size Considera Monthly Qtly. Half Yearly Estimated (Sq. Yd.) tion yearly Realizable Value of Developed Plot 121 18000 300 880 1760 3500 25270 180 27000 450 1320 2640 5250 37905 240 36000 600 1760 3520 7000 50540 300 45000 750 2200 4400 8750 63175 360 54000 900 2640 5280 10500 75810 420 63000 1050 3080 6160 12250 88445 480 72000 1200 3520 7040 14000 101080 540 81000 1350 3960 7920 15750 113715 600 90000 1500 4400 8800 17500 126350 660 99000 1650 4840 9680 19250 138985 720 108000 1800

Plan No. 2 for 6 year (72 Months) - Installment Payment Plan Plot Size Considera Monthly Qtly. Half Yearly Estimated (Sq. Yd.) tion yearly Realizable Value of Developed Plot 121 18000 250 730 1460 2900 26820 180 27000 375 1095 2190 4350 40230 240 36000 500 1460 2920 5800 53640 300 45000 625 1825 3650 7250 67050 360 54000 750 2190 4380 8700 80460 420 63000 875 2555 5110 10150 93870 480 72000 1000 2920 5840 11600 107280 540 81000 1125 3285 6570 13050 120690 600 90000 1250 3650 7300 14500 134100 660 99000 1375 4015 8030 15950 147510 720 108000 1500 4380 8760 17400 160920

Plan No. 3 for 7 year (84 Months) - Installment Payment Plan Plot Size Considera Monthly Qtly. Half Yearly Estimated (Sq. Yd.) tion yearly Realizable Value of Developed Plot 121 18000 215 625 1250 2480 28590 180 27000 322 940 1875 3720 42885 240 36000 430 1250 2500 4960 57180 300 45000 535 1565 3125 6200 71475 360 54000 645 1875 3750 7440 85770 420 63000 750 2190 4375 8680 100065 480 72000 860 2500 5000 9920 114360 540 81000 965 2815 5625 11160 128655 600 90000 1075 3125 6250 12400 142950 660 99000 1180 3440 6875 13640 157245 720 108000 1290 3750 7500 14880 171540

Plan No. 4 for 6/8/10 Year (Select any one option) - Installment Payment Plan Plot Considera Only 3 6 Year 8 Year 10 Year Estimated Size tion Year Estimated Estimated Realizable Value of (Sq. Install Realizable Realizable Developed Plot Yd.) ment Value of Value of Developed Plot Developed Plot 121 18000 6000 32590 41250 52200 180 27000 9000 48885 61875 78300 240 36000 12000 65180 82500 104440 300 45000 15000 81475 103125 130500 360 54000 18000 97770 123750 156600 420 63000 21000 114065 144375 182700 480 72000 24000 130360 165000 208880 540 81000 27000 146655 185625 234900 600 90000 30000 162950 206250 261000 660 99000 33000 179245 226875 287100 720 108000 36000 195540 247500 313200 Plan No. 5 for Cash Down Payment Plan - 5/6/7/8/9/10/11/15/16 Year (Select Any One Option) Plot Consi 5 6 7 8 10 11 15 16 Size deratio Years Years Years Years Years Years Years Years (Sq. n E.R.V E.R.V E.R.V E.R.V E.R.V E.R.V E.R.V E.R.V Yard) of of of of D.P of D.P of D.P of D.P of D.P D.P.* D.P. D.P. 121 18000 32436 36495 41052 46184 58450 65756 105328 118495 134.44 20000 36040 40550 45614 51315 64945 73062 117035 131664 168.05 25000 45050 50688 57017 64144 81180 91328 146294 164580 201.66 30000 54060 60825 68420 76973 97417 109593 175553 197496 235.27 35000 63070 70963 79823 89801 113653 127859 204811 230412 268.88 40000 72080 81100 91226 102630 129890 146124 234070 263328 336.11 50000 90100 101375 114034 128288 162361 182656 292588 329160 504.16 75000 135150 152063 171051 192431 243542 273984 438882 493740 672.22 100000 180200 202750 228068 256575 324722 365312 585176 658320 1008.33 150000 270300 304125 342102 384863 487083 547968 877764 987480 1344.44 200000 360400 405500 456136 513158 649444 730624 1170352 1316640 *E.R.V of D.P - Estimated Realizable Value of Developed Plot

Plan No. 6 for Cash Down Payment Plan

Plot Size Consideration 6 Year 11 Year 16 Year 21Year (Sq. Yd) ERVODP* ERVODP ERVODP ERVODP 121 * 4 72000 36495 65756 118495 213530 (18000*4) 168.5* 4 100000 50688 91328 164580 296569 (25000*4) 240 * 4 144000 73000 131512 236990 427060 (36000*4) 336.11*4 200000 101375 182656 329160 593138 (50000*4) 504.16*4 300000 152063 273984 493740 889707 (75000*4) 672.22*4 400000 202750 365312 658320 1186276 (100000*4) * ERVODP - Estimated Realizable Value of Developed Plot Note for Plan No. 6: Customer can take 4 plots one time & first plot can sell after 6 year. Remaining 3 plots can be sold after every 5 years. Customer have to be given 4 offer / intent letter.

e. From the sample copy of the receipt issued by Utkarsha to purchasers/ investors, it is noted that plot size, estimated realizable value of developed plot, date of handing over the possession of developed plot etc. are mentioned, but there is no identification of the plots earmarked for a particular investor.

f. As per the Allotment letter of plot(s) of land issued to one of the investors of Utkarsha, it is noted that though the details of plot such as plot number, khasra number, village, Tehsil, District are mentioned, Utkarsha reserves the right "to change the location of this allotment".

g. From the letter of intent /offer letter submitted by Utkarsha, the following terms & conditions for purchasing the plot of the land is noted:

i. “As per clause 2, minimum booking amount of 50 % of the total consideration either in one stroke or installments has to be paid by the purchaser / investor.

ii. As per clause 3, after the receipt of the first installment of booking amount, the purchaser shall be eligible for enrollment of his/her name for the plot of land with the company.

iii. As per clause 6, the company enters into an "Agreement to Sell" with the purchaser / investor after receipt of booking amount and issues an allotment letter specifying the location and number of plot (s) for which the money has been paid by the investor.

iv. As per clause 10, the purchaser has the option to avail the facility of opting out of the contract under "cash down" payment plan at any time before allotment of plot (s) of land, by submitting specific written request to the company to that effect. In such circumstances, the company shall deduct 20% of amount of total consideration towards cost and other incidental expenses and balance consideration amount will be refunded to the purchaser.

v. As per clause 12, purchaser's right to know the exact location and plot (s) number of the plot of land to be allotted to him / her shall come into existence only after the payment of minimum booking amount.

vi. As per clause 13, where Fragmentation into smaller size of plot (s)/ lands may not be practicable, feasible or permissible under the relevant revenue laws, the purchaser shall be allotted the requisite share jointly with other purchasers / allottees / transferees in the particular plot (s) of land and in such case company shall execute / procure, execution and registration of agreement for sale / sale - deed, ensuring the title and interest of such joint holders with other purchasers.

vii. As per clause 14, on execution and registration of the agreement for sale/ sale deed before the concerned sub-registrar or public notary as may be feasible or practicable of the said plot (s)/ land shall be kept in safe custody of trustee(s) appointed by the company for the said purpose. The name and address of the trustee (s) shall be informed to the purchaser at the time of issue of letter of allotment. A certified copy of the said title deed shall be made available to the purchaser by the said trustee (s) on request in writing by the purchaser.

viii. As per clause 15, the possession of the plots of land shall rest with the purchaser at all times (subject to payment of the balance consideration amount), however company has the right to carry out work in relation to the development of the said plot (s) of land as per the terms of the agreement of sell. The company or its representatives shall enter upon the said plot for the limited purposes of rendering the development work.

ix. As per Clause 16, cost of plot includes the cost of land, development charges, stamp registration charges, saplings, plants, trees, other miscellaneous expenses in order to make the plot (s) of land ready for cultivation purpose as mentioned in the agreement.

x. As per Clause 17, after expiry of the tenure of the development period, the purchaser has the right either to retain or sell the said plot of land as the purchaser may deem fit and proper”.

h. The following Clauses are mentioned on the Agreement between Utkarsha and the investor for purchase of the plot of land: i. "Vendor is engaged in the business of buying, selling and acquiring all types of lands such as agricultural and non agricultural lands and development of such lands situated at various place in India. Vendor sells the land of difference measurement by demarking and plotting the land in small segments to prospective purchasers as required. Vendor also undertakes the development work as and when necessary, either solely or in joint venture with other agencies.

ii. The purchaser requests the vendor through letter of intent to allot/sale of plot (s) of agricultural land in his favor and to develop the same by rendering various activities in order to make the plot (s) suitable for cultivation purpose as per the terms & conditions mentioned therein and also in this agreement and plan. The purchaser has accordingly paid the requisite booking amount after acceptance of the terms and conditions laid down by the vendor.

iii. The vendor has registered the name of the purchaser on their role by accepting his/her offer and has agreed to sell the plot (s) of agricultural land in favor of the purchaser and to develop the same by rendering various activities as mentioned in the agreement.

iv. As per clause 15 of the Agreement, the purchaser shall not ordinarily interfere, with the development of plot (s) related rights of the vendor, however, purchaser shall have the right to tender suggestions, visit the land site and inspect the records in regard to the development of the said property. A minimum period of 3 to 27 years (as per plans & tenure) is required for development of said property. i. As per the financial statements of Utkarsha, it had long term liability (booking against sale of land) of `1,61,50,572/- as on March 31, 2012 and `6,35,76,983/- as on March 31, 2013. It had inventory of `98,54,930 as on March 31, 2013 comprising of agricultural lands. j. Utkarsha submitted a list of approximately 12083 investors (as on March 31, 2013) and a list of 274 investors (as on March 31, 2013) who had entered into a agreement for sale with company for transfer of land in investors names, which is approximately 2.3% of the total investor base of Utkarsha. However, Utkarsha has not provided any proof of having registered sale deed or agreement of sale with investors.

9. The details of the 'Schemes' towards the purchase/sale and development of plot/land offered by Utkarsha have to be considered in light of Section 11AA of the SEBI Act. The aforesaid Section 11AA, which provides for the conditions to determine whether a scheme or arrangement is a ‘collective investment scheme’, reads as follows: “(1) Any scheme or arrangement which satisfies the conditions referred to in subsection (2) or sub-section (2A) shall be a collective investment scheme. Provided that any pooling of funds under any scheme or arrangement, which is not registered with the Board or is not covered under the exemptions from CIS sub-section (3), involving a corpus amount of one hundred Crore rupees or more shall be deemed to be a collective investment scheme. (2) Any scheme or arrangement made or offered by any person under which, (i) the contributions, or payments made by the investors, by whatever name called, are pooled and utilized solely for the purposes of the scheme or arrangement; (ii) 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; (iii) the property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors; (iv) the investors do not have day to day control over the management and operation of the scheme or arrangement.

10. In the context of abovementioned Section 11AA of the SEBI Act, the ‘schemes’ offered by Utkarsha is examined as under:

i. The contributions, or payments made by the investors, by whatever name called, are pooled and utilized solely for the purposes of the scheme or arrangement.

Utkarsha receives applications from its customers for purchase and development of land / plot(s). The business/scheme of Utkarsha is to collect money from public to buy undeveloped plots and convert into non agricultural developed plots with road, electricity, water and other infrastructure amenities. The contribution or investment made by a ‘Purchaser’ or investor is in accordance with the various “Payment Schedule(s)” offered under the aforesaid Scheme i.e. participation in the form of equal instalments or onetime payment towards purchase of plot of land of varying sizes. An equal monetary amount is collected from each ‘Purchaser’ depending on the size of the plot of land irrespective of its location, etc. It is noted that there is no specific identified plot of land mentioned in the receipts issued by Utkarsha to purchasers/ investors. Furthermore, as per the allotment letter issued to one of the investors, Utkarsha reserves the right "to change the location of this allotment". It is noted that as per the financial statements, Utkarsha had raised moneys by booking against sale of land to the extent of `6,35,76,983/- as on March 31, 2013. In view of the aforesaid, prima facie it appears that the contributions or investments received from the ‘Purchaser(s)’ are pooled and utilized for the purpose of the scheme towards booking or purchase of plot of land. Thus, the instant 'schemes' offered by Utkarsha satisfy the first condition specified in Section 11AA (2) (i) of the SEBI Act.

ii. 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.

An investor invests / contributes money into the plans of the company for an ‘estimated realizable value’ (which includes appreciation on the investment) at the time of maturity. This fact is clear from the plans of Utkarsha which have been detailed in para 8 (d) above. For instance, in Plan 1, Utkarsha is inviting money from investors in an equated monthly installment of `300/- for 60 months and suggesting `25,270/- as an “estimated realizable value” of developed plot. An amount of `7,270/- is the assured return/profit to the investors of Utkarsha under this Plan. Hence, it is clear that the second condition, which stipulates that the contributions or payments are made to such scheme of arrangement by the investors with a view to receive profits, income, produce or property as stipulated in Section 11AA (2) (ii) of the SEBI Act is also fulfilled.

iii. The property, contribution or investment forming part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors. iv. The investors do not have day to day control over the management and operation of the scheme or arrangement.

It is apparent from the marketing pamphlets, letter of intent/offer letter cum Agreement and receipt issued to the investors that contributions made by the Purchasers/investors in either installment payment plans or cash down payment plans are collected by Utkarsha who in turn manage these funds on behalf of investors during agreed term of Plan. As per clause12 of the terms and conditions for purchasing the plot of land, “Purchaser's right to know the exact location and plot (s) number of the plot of land to be allotted to him/her shall come into existence only after the payment of minimum booking amount”. Clause 14 states, “on execution and registration of the agreement for sale/sale deed of the said plot (s) of land shall be kept in safe custody of trustee(s) appointed by the company for the said purpose.” As per clause 15, Utkarsha has the right to carry out work in relation to the development of the said plot (s) of land as per the agreement to sale. Clause17 states, “after expiry of the tenure of the development period, the purchaser has the right either to retain or sell the said plot of land as the purchaser may deem fit and proper.” It can be seen from the above points of the terms and conditions for purchasing the plot of land, Company keeps the title of the lands with themselves and has the right to carry out work in relation to the development of the said plot (s) of land and the purchaser has the right either to retain or sell the said plot of land only after the expiry of the tenure of the development period.

Further, clause 15 of the Agreement states “the purchaser shall not ordinarily interfere, with the development of plot (s) related rights of the vendor, however purchaser shall have the right to tender suggestions, visit the land site and inspect the records in regard to the development of the said property.” It can be seen from the above point that the purchaser / investor has only right to tender suggestions, to visit the land site and to inspect the related records, he does not have any right to manage or to operate the business of Utkarsha which in turn means that he does not have any control over the operations of the business of the company. In light of these facts and circumstances, it is clear that the property, contribution or investment forming part of the scheme/Plans are managed by Utkarsha on behalf of its Purchasers/investors and they do not have any say/control over the management and operation of the scheme. Thus, the condition specified in Section 11AA (2) (iii) and (iv) of the SEBI Act is prima facie fulfilled in terms of the Plans being offered by Utkarsha.

11. The activity of fund mobilization by Utkarsha under the scheme/Plans for allotment, development and maintenance and subsequent transfer of land, with a resultant promise of return/"estimated realizable value at the end of the term', when considered in light of peculiar characteristics and features of such schemes/Plans, as discussed in the preceding paragraphs, prima facie satisfies all four conditions specified in Section 11AA (2) of the SEBI Act. I find that Utkarsha is carrying on collective investment scheme under the garb of purchase/sale/development of plot (s) of land.

12. In this context, it is relevant to refer to the observations of the Hon'ble Supreme Court of India in the matter of P.G.F Limited & Ors. vs. UOI & Anr. (MANU/SC/0247/2013), wherein it had observed: “...sub-section (2) of Section 11 AA, which defines a collective investment scheme disclose that it is not restricted to any particular commercial activity such as in a shop or any other commercial establishment or even agricultural operation or transportation or shipping or entertainment industry etc. The definition only seeks to ascertain and identify any scheme or arrangement, irrespective of the nature of business, which attracts investors to invest their funds at the instance of someone else who comes forward to promote such scheme or arrangement in any field and such scheme or arrangement provides for the various consequences to result there from.”

13. I note that in terms of Section 12(1B) of the SEBI Act, "no person shall sponsor or cause to be sponsored or cause to be carried on a 'collective investment scheme' unless he obtains a certificate of registration from the Board in accordance with the regulations”. Regulation 3 of the SEBI (Collective Investment Schemes) Regulations, 1999 (hereinafter referred to as "CIS Regulations") also prohibits carrying on CIS activities without obtaining registration from SEBI. 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. It is noted that Utkarsha has not obtained any certificate of registration under the CIS Regulations for its fund mobilizing activity from the public, under the schemes offered by it. Considering the above, I am of the view that Utkarsha is prima facie engaged in fund mobilizing activity from the public, by sponsoring or launching 'collective investment schemes' as defined in Section 11AA of the SEBI Act without obtaining a certificate of registration from SEBI as required under Section 12(1B) of the SEBI Act and the CIS Regulations.

14. Protecting the interests of the investors is the first and foremost mandate of SEBI and therefore, SEBI has to take immediate steps to prevent activities if companies or persons defrauding the investors and damaging the orderly development of the securities market. In order to ensure that Utkarsha and its Directors do not collect further funds under its scheme/Plans and to safeguard the assets/property acquired by Utkarsha and its Directors from the funds of the investing public until full facts and materials are brought and final decision is taken in the matter, it becomes necessary for SEBI to take urgent preventive action by way of this interim measure. In the light of the above, I find no other alternative but to take recourse to an interim order against Utkarsha and its Directors for preventing them from further carrying on with the fund mobilizing activity by launching 'collective investment scheme', without obtaining registration from SEBI in accordance with law.

15. In view of above, I, in exercise of powers conferred upon me under Sections 11(1), 11(4) and 11B of the SEBI Act read with CIS Regulations, hereby direct Utkarsha Plotters & Multi Agro Solutions India Limited and its Directors, Ms.Dipali Mithalal Gurav (DIN:03366250), Mr.Mitharam Chhagan Gurav (DIN:03366321) and Mr.Pravin Chhagan Gurav (DIN:03368401): • not to collect any fresh money from investors under its existing schemes; • not to launch any new schemes or plans or float any new companies to raise fresh moneys; • to immediately submit the full inventory of the assets including land obtained through money raised by Utkarsha; • not to dispose of or alienate any of the properties/assets obtained directly or indirectly through money raised by Utkarsha; • not to divert any funds raised from public at large which are kept in bank account(s) and/or in the custody of Utkarsha; • to furnish all the information/details sought by SEBI within 15 days from the date of receipt of this order, including, i. Details of amount mobilized and refunded till date, ii. Details of commission paid on amounts mobilized above, iii. Details of agents along with their addresses, etc. and iv. Audited Accounts for the last financial year.

16. The above directions shall take effect immediately and shall be in force until further orders.

17. This Order is without prejudice to the right of SEBI to take any other action that is deemed fit to be initiated against Utkarsha and its Directors in accordance with law.

18. The prima facie observations contained in this Order are based on the material available on record. In this context, Utkarsha and its Directors may, within 21 days from the date of receipt of this Order, file their reply, if any, to this Order and may also indicate whether they desire to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

Place: Mumbai S. RAMAN Date: January 14, 2015 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA