Order in the matter of Vanishing Companies

1. A Co-ordination and Monitoring Committee (hereinafter referred to as ‘CMC’) was setup jointly by the Department of Company Affairs (hereinafter referred to as 'DCA') and Securities and Exchange Board of India (hereinafter referred to as 'SEBI') in 1999 in respect of listed companies which were not traceable. These untraceable companies are identified as “vanishing companies”. Seven Task Forces for each region were set up consisting of officials of the DCA, SEBI and the concerned stock exchange to assist the CMC in identifying vanishing companies in the region and recommending suitable action to be taken by the DCA and SEBI against such companies. 2. The criteria for identifying vanishing companies has been laid down by CMC as under: (a). company failed to file statutory returns with the Registrar of Companies (RoC) for 2 years; (b). company failed to file returns with stock exchange for 2 years, provided it remains a listed company; (c). company not traceable at its registered office location; and (d). none of the directors of the company are traceable. 3. It was observed that certain companies and their promoters/directors were falling within the criteria laid down by CMC. Accordingly, SEBI issued show cause notices (hereinafter referred to as 'the SCNs') under section 11B of the SEBI Act and section 12A of the Securities Contracts Regulations Act, 1956 (hereinafter referred to as 'SCRA'), to such 15 companies and their 80 promoters/directors (hereinafter the companies and their promoters/directors collectively referred to as 'the noticees' or individually by their respective names). The details of such companies, their promoters/directors and the SCNs issued to them are given in the following Table:- Table-1- List of Companies and their Promoters/Directors to whom show cause notices were issued Name of the Name of Company and its Sl. No. Date of SCN Promoters/Directors I. Marine Cargo Company Limited 07-Jan-14

Order in the matter of Vanishing Companies

1. Mr. Pramod Purohit 18-Feb-14 2. Ms. Kapilaben M. Patel 18-Feb-14 3. Mr. C.R. Patel 18-Feb-14 4. Mr. Shailesh Shah 18-Feb-14 5. Mr. Prakash Chandra P. Agarwal 18-Feb-14 6. Mr. Kanilal N. Patel 18-Feb-14 Genuine Commodities Development Company II. 07-Jan-14 Limited 7. Mr. Manoharsinh Waghela 23-Jan-14 8. Mr. Hemant Bhati 23-Jan-14 9. Ms. Kusum Waghela 23-Jan-14 10. Mr. Rajkumar Bafna 23-Jan-14 III. South Asian Mushrooms Limited 07-Jan-14 11. Mr. Rajendra Kumar Shrivastava 23-Jan-14 12. Mr. Narendra Kumar Shrivastava 23-Jan-14 13. Mr. Vipul M. Asher 23-Jan-14 14. Mr. Vinod Tandon 23-Jan-14 15. Mr. Surendra Malhotra 23-Jan-14 IV. Ambuja Zinc Limited 07-Jan-14 16. Mr. Durga Prasad Gupta 23-Jan-14 17. Mr. Gopi Krishna Gupta 23-Jan-14 18. Mr. Madan Mohan Choudhary 23-Jan-14 19. Mr. Shyam Sundar Gupta 23-Jan-14 20. Mr. Krishna Vadan R. Desai 23-Jan-14 V. Sparkle Foods Limited 07-Jan-14 21. Mr. Bhavesh Javeri 23-Jan-14 22. Mr. Nanalal Javeri 23-Jan-14 VI. Pashupati Cables Limited 07-Jan-14 23. Mr. Vinay Kumar Singal 23-Jan-14 24. Mr. K. C. Gupta 23-Jan-14 25. Mr. Sushil Kumar Aggarwal 23-Jan-14 26. Mr. Vijay Jain 21-May-14 VII. Hitesh Textile Mills Limited 07-Jan-14 27. Mr. Hitesh Raval 23-Jan-14 28. Mr. Satish Singhal 23-Jan-14 29. Mr. Prithi H. Rawal 23-Jan-14 VIII. Asian Vegpro Industries Limited 26-May-14 30. Mr. Shiv Ratan Agrawal 1-Apr-14 31. Mr. Shyam Sunder Agrawal 1-Apr-14 32. Mr. Subhash Rameshchandra Mittal 1-Apr-14

33. Mr. Rajendra Janardan Agrawal 1-Apr-14 IX. Hi-Tech Drugs Limited 11-Mar-14 34. Mr. Daluram Agrawal 1-Apr-14 35. Mr. Rajeev Kumar Jain 1-Apr-14 36. Mr. Sanjeev Kumar Jain 1-Apr-14 X. Manav Pharma Limited 11-Mar-14 37. Mr. Ramesh Banatwala 23-Apr-14 38. Mr. S. C. Bafna 23-Apr-14 39. Mr. Sarvesh Bansal 23-Apr-14 40. Mr. Shashikant Tulsiyan 23-Apr-14 41. Mr. Anil K. Thanavala 23-Apr-14 42. Mr. Pramod K Goel 23-Apr-14 43. Mr. Bimlesh Bansal 23-Apr-14 44. Mr. Ishwar N. Phadnis 23-Apr-14 XI. Realtime Finlease Limited 11-Mar-14 45. Mr. Dhanpatraj Phoolchand Mehta 23-Apr-14 46. Mr. Dilipkumar Phoolchand Mehta 23-Apr-14 47. Mr. Kushal Phoolchand Mehta 23-Apr-14 XII. Rusoday & Company Limited 11-Mar-14 48. Mr. V. N. Nadkarni 23-Apr-14 49. Mr. Kamalsingh Borar 23-Apr-14 50. Mr. Vijay Borar 23-Apr-14 51. Mr. Motimal Mahamwal 23-Apr-14 52. Mr. Pradeep Malu 23-Apr-14 53. Mr. Ramesh Jain 23-Apr-14 54. Mr. Vinod Vaid 23-Apr-14 55. Mr. B. D. Jain 23-Apr-14 XIII. Sequelsoft India Limited 11-Mar-14 56. Mr. Rambabu Kattamaneni 23-Apr-14 57. Mr. B. Madhuri 23-Apr-14 58. Mr. Kodali Madhubabu 23-Apr-14 59. Mr. K. Murali Kishore Katamanenimadhavi 23-Apr-14 60. Mr. P.C. Venkataraana 23-Apr-14 61. Mr. Sri Rama Chandra Murthy 23-Apr-14 62. Mr. Muniswamy Venkata Varada 23-Apr-14 63. Mr. Samir Subhash Koppikor 23-Apr-14 XIV. Shree Yaax Pharma and Cosmetics Limited 11-Mar-14 64. Dr. Yogesh S. Dave 23-Apr-14 65. Dr. Jitendra Rajgor 23-Apr-14 66. Dr. Parul Dave 23-Apr-14

67. Maneklal Velsibhai Thakkar 23-Apr-14 68. Dr. Anant C Patel 23-Apr-14 69. Dr. Arvind K Patel 23-Apr-14 70. Mr. Dipak S. Talati 23-Apr-14 71. Mr. Kantibhai M. Patel 23-Apr-14 72. Mr. Prakash J. Patel 23-Apr-14 73. Mr. Vijay S. Talati 23-Apr-14 XV. Sterling Kalks and Bricks Limited 07-Jan-14 74. Mr. P. S. Santhanakrishnan 23-Jan-14 75. Mr. Avtar Singh Narang 23-Jan-14 76. Mr. Paramjeet Singh Saluja 23-Jan-14 77. Mr. Vijay Kumar Verma 23-Jan-14 78. Mr. Sachidand Chitale 23-Jan-14 79. Mr. Ramnik Singh Saluja 23-Jan-14 4. SCNs addressed to 13 such companies and 62 promoters/directors were returned undelivered or status of delivery could not be ascertained. Accordingly, a public notice was issued on November 14, 2014 in one English newspaper having nationwide circulation and two vernacular newspapers having circulation at the last known addresses of the registered offices of such companies, giving them another opportunity to submit their reply to the SCNs. Pursuant to the publication certain companies and promoters/directors as given in the following Tables submitted their replies to the respective SCNs:- Table 2- Companies which submitted reply Sl .No. Name of Company 1 Pashupati Cables Limited 2 Asian Vegpro Industries Limited 3 Hi-Tech Drugs Limited 4 Realtime Finlease Limited

Table 3- Promoters/Directors who submitted reply Sl. No. Name of Director Company 1 Mr. Rajkumar Bafna Genuine Commodities Development Corporation Limited 2 Mr. Surendra Malhotra South Asian Mushrooms Limited 3 Mr. Sushil Kumar Aggarwal Pashupati Cables Limited 4 Mr. Subhash Rameshchandra Mittal Asian Vegpro Industries Limited 5 Mr. Rajendra Agarwal 6 Mr. Shyam Sunder Agarwal 7 Mr. Shiv Ratan Agarwal 8 Mr. Rajeev Kumar Jain Hi-Tech Drugs Limited 9 Mr. Sanjeev Kumar Jain 10 Mr. Dhanpatraj Phoolchand Mehta Realtime Finlease Limited 11 Mr. Ramesh Jain Rusoday & Company Limited

12 Mr. Kamal Singh Borar 13 Mr. Vijay Borar 14 Mr. V. N. Nadkarni (since deceased) 15 Mr. Motimal Mahamwal 16 Mr. Pradeep Malu 17 Mr. Vindo Baid 18 Mr. B. D Jain 19 Mr. P. S. Santhanakrishnan Sterling Kalks and Bricks Ltd. 20 Mr. Avtar Singh Narang 21 Mr. Vijay Kumar Verma 22 Mr. Ramnik Singh Saluja 23 Mr. Paramjeet Singh Saluja 24 Mr. Sachidanad Chitale 5. As requested, Asian Vegpro Industries Limited and its aforesaid 4 promoters/directors, Mr. Rajkumar Bafna, promoter/director of Genuine Commodities Development Corporation Limited and Mr. Surendra Malhotra, promoter/director of South Asian Mushrooms Limited were granted an opportunity of personal hearing on December 04, 2014 when they made oral submissions on the line of their reply and also filed written submissions in the matter. Replies and submissions of the aforesaid noticees are as under:- I. Asian Vegpro Industries Limited and its 4 promoters/directors have inter alia submitted that: (a) The company and its promoters/directors denied that the company has failed to file its returns to Registrar of Companies (RoC) for a consecutive period of two years. (b) It has been filing returns viz. Annual Returns along with e-form 20B and Balance Sheet and Profit and Loss Account along with e-form 23AC and e-form 23ACA for all financial years 2011, 2012 and 2013 with RoC, Kolkata. The company enclosed a sheet from the RoC website wherein the status of the company has been shown as "Active". (c) The company maintains its address at the registered address with RoC and stock exchanges from the date of incorporation. Mr. Shiv Ratan Agarwal, promoter/director has been attending the office at the registered address on a regular basis, and denied that none of its directors were untraceable. The latest address proof of all the promoters/directors of the company has also been submitted. (d) The company had complied with the reporting requirement of the stock exchanges, albeit with delay, due to such delay its scrip has been suspended from trading on stock exchanges. The company is trying its best to get such suspension revoked by the stock exchanges. (e) The company has informed that it has complied in filing Clause 35, 41, 47C and 55A of the listing agreement from the period 2008 to December 2012, and requested not be treated as a vanishing company and all further actions against its promoters/directors be dropped.

(f) In support of its submission the company has submitted the following documents: (i) Copy of Annual Returns along with e-form filed with RoC for the year ended March 31, 2014. (ii) Copies of Shareholding pattern as per clause 35 of listing agreement filed with BSE for quarter ended June 30, 2013 and September 2013 to June 2014. (iii) Copies of Financial statements as per Clause 41 filed with BSE for the quarters ended June 30, 2012 to June 30, 2013 and quarters ended September 30, 2013 to June 30, 2014. (iv) Copies of certificate from a practicing Company Secretary for clause 47 (c) of listing agreement for quarter ended June 30, 2012 to September 30, 2014. (v) Copies of filing made with regard to reconciliation of Share capital audit for the quarter ended June 30, 2012 to September 30, 2014. (vi) Acknowledgement copy of the listing fee paid to BSE for the year 2014-15. II. Mr. Rajkumar Bafna, director of Genuine Commodities Development Corporation, has submitted as under: (a) He was appointed as additional director of Genuine Commodities Development Corporation on May 18, 1992. However, he never visited the premises of the company or any of its offices till date and did not participate in any day to day affairs of the company.

(b) He is the resident of Mumbai whereas the company's office and activities were from Ahmedabad (Gujarat). He has not attended any board meeting of the company after his appointment and has not signed any single documents on behalf of the company which accrues any liability on him any manner whatsoever. (c) He has submitted following documents in support of his submissions: (i) a copy of the resignation letter dated January 15, 1996 from the directorship of the company. (ii) copy of the letter from the company dated March 5, 1996 accepting and confirming the resignation of Shri Bafna. (iii) copies of several letters dated July 28, 2001, August 18, 2001, September 14, 2002, April 8, 2005 and May 26, 2005 informing RoC Ahmedabad about resignation from the company. (iv) copy of the letter dated September 23, 2002 from the company to RoC Ahmedabad intimating about resignation of Mr. Rajkumar Bafna from the company. (v) copies of the judgements of the cases where under section 283(1) (g) of Companies Act 1956, on failure to attend three consecutive board meetings, a person disqualifies as a director and his office as a director stands vacated.

III. Mr. Surendra Malhotra, director of South Asian Mushrooms Limited, has inter alia submitted that: (a) He joined the company on November 20, 1994 as the director of the company and resigned from the company on November 12, 1996. (b) He was a non-executive independent director and had no control on the affairs of the company. (c) Due to ease of filing of prospectus, he had executed power of attorney in favour of Mr. R. K. Shrivastava, Managing Director of the said company to sign the prospectus on his behalf. IV. Realtime Finlease Limited through its promoter/director, Mr. Dhanpatraj Phoolchand Mehta has made the following submission: (a) The company has been on the records of RoC since its inception and has been in active state since then. It has made all the annual fillings with the RoC up to the Financial Year 2009-10 and is in the process of filing annual accounts for the financial years 2010-11, 2011-12, 2012-13. The delay in filing of annual accounts has happened mainly on account of prolonged illness of one of its Directors. (b) The company had notified RoC regarding the change of registered address with effect from 18/01/2001 by duly filing Form 18 with the RoC.

The address where the SCN was delivered is the current registered address of the company as recorded with RoC and Exchange since 2001. (c) RoC, through designated officer, had conducted an in-person inspection of the registered office to verify the registered address of the company as appearing in the records. He had effectively attended to the queries of the officer and had sent a letter dated April 10, 2014 to the RoC in connection with the pending annual filings. (d) The directors of the company are traceable and the company is maintaining its registered office at the address notified with RoC and stock exchange and two of the three compulsory conditions for a vanishing company have not been satisfied. Hence the allegations made by SEBI in the SCN are invalid. V. Hi-Tech Drugs Limited through its promoters/directors Mr. Rajeev Kumar Jain and Mr. Sanjeev Kumar Jain have made the following submissions in response to the SCNs: (a) The company is regularly filing the annual return and balance sheets to the RoC. The company has submitted copies of SRNS as evidence for filing of the past three years (2010-11, 2011-12 and 2012-13).

(b) The company is maintaining its registered office at Village Magral, 8th K.M., Mhow Road, Ratlam (M.P.) 457 001. (c) All the promoters/directors of the company are available at their residential addresses and are receiving all the documents and communications. (d) Some of the assets acquired, after attachment were disposed of by Oriental Bank of Commerce. Thereafter, the company's share were delisted by the concerned stock exchanges and the company is an unlisted company. (e) The promoters/directors are unable to represent their case before SEBI and have requested SEBI to decide on the matter at its end.

VI. Pashupati Cables Limited made following submissions: (a) SEBI vide order dated December 17, 1999 debarred the company from accessing capital market for 5 years for non-compliance with Listing agreement. However, the company has not associated itself with any of the capital market activity till date. The company did not communicate with Stock Exchanges as BSE has already delisted the company with effect from March 15, 1999. However, the company has filed the necessary documents with RoC by availing the Company Law Settlement Scheme, 2011 upto Financial Year ending on March 31, 2010 and Ministry of Company Affairs, Government of India has issued Immunity Certificate to the company confirming the same. Thereafter, the company is regularly filing Annual returns with RoC upto latest Financial Year ending on March 31, 2014. (b) The company has regularly maintained its registered office since the date of incorporation and the changes in the registered office/Corporate Office has been notified to the RoC. (c) The company has filed a letter to BSE dated September 20, 2013 and to RoC dated December 05, 2011 for removal of the name of the company and its directors from the list of vanishing companies.

(d) Details of all the present directors are available on the MCA website. (e) The company has also hosted its website “http://www.pashupaticables.com” for the information for investors and public at large. VII. Mr. Sushil Kumar Aggarwal, director of Pashupati Cables Limited, has submitted as under: (a) He is neither a shareholder nor a director of the company since its incorporation and has never given consent to act as a director in the company. However, his name is appearing in the prospectus issued by the company on February 3, 1996 under the list of directors. (b) During the period 1985 to 2008, he never visited Mumbai, where the registered office of the company is located and has never attended any meetings of the board of directors of the company. (c) He has never signed any documents like cheque, never bought any share or had financial dealing and other money related documents of the company. (d) He had vide letters dated November 2, 2000 and November 18, 2000 addressed to the RoC, Mumbai and the Investing Officer, R.K. Puram Police Station, New Delhi, respectively, informed that he has been named as a Director without his knowledge, information and consent.

His signatures on the company's documents are forged and his name has been misused. VIII. Director of Rusoday & Company Limited, Mr. Ramesh Jain, vide letter dated March 5, 2015 submitted reply for himself and on behalf of Mr. Kamal Singh Borar, Mr. Vijay Borar, Mr. Motimal Mahamwal, Mr. Pradeep Malu, Mr. Vindo Baid and Mr. B. D Jain. The management of the company was taken over by Mr. S. K. Jain of Kolkata and there was also change in the registered office address of the company. He submitted that these directors have resigned from the board of Rusoday & Company Limited around two decades back, the details of which are as under: Table 4 – Promoters/Directors of Rusoday & Company Limited Sl. No. Promoters/Directors Date of Resignation 1 Mr. Ramesh Jain 30.09.1994 2 Mr. Kamal Singh Borar 10.12.1990 3 Mr. Vijay Borar 14.08.1991 4 Mr. Motimal Mahamwal 15.03.1994 5 Mr. Pradeep Malu 01.04.1993 6 Mr. Vindo Baid 28.07.1995 7 Mr. B. D. Jain 07.02.1995 (i) He submitted duly acknowledged copies of Form 32 furnished to RoC Mumbai, in support of the above. (ii) However, for Mr. Vijay Borar, he has referred to the copy of Annual Return as on September 30, 1991 submitted to RoC as relevant proof for resignation.

(iii) Further, Mr. V. N. Nadkarni has passed away few years ago. IX. The directors of Sterling Kalks and Bricks Ltd., namely, Mr. P. S. Santhanakrishnan, Mr. Avtar Singh Narang, Mr. Vijay Kumar Verma, Mr. Ramnik Singh Saluja, Mr. Paramjeet Singh Saluja and Mr. Sachidanad Chitale submitted that they have been exonerated with respect to the charges in the matter vide an order dated September 9, 2004. 6. Considering that Registrar of Companies (RoC) are the appropriate authority for administration of provisions of the Companies Act, 1956 particularly with regard to their registered office address and other disclosures, reporting, etc., comments of RoCs, Delhi, Kolkata, Mumbai and Chennai were also sought to ascertain facts available with them. RoC, Chennai vide letter dated July 1, 2015 informed that none of these companies are registered with them. Similarly, RoC, Delhi vide letter dated September 17, 2015 informed that the companies mentioned in the SEBI letter are registered with RoC Maharashtra. Hence, the matter was referred to RoC Mumbai for appropriate action. 7. RoC, Kolkata vide letter dated July 12, 2016 informed that only one company, Asian Vegpro Industries Limited is registered with them.

RoC, Kolkata has provided the status of the company as ‘active’ and has provided the Annual Return and Financial Statement filing status till March 31, 2015. 8. With regard to the following companies, RoC, Mumbai vide letter dated July 2, 2015, informed as under:

A. Rusoday & Company Limited – (i) A combined representation of promoters/directors of Rusoday & Company Limited, namely, Mr. Ramesh Jain, Mr. Kamalsingh Borar, Mr. Vijay Borar, Mr. Vinod Vaid, Mr. B. D. Jain, Mr. Motimal Mahamwal and Mr. Pradeep Malu, stated that these directors have resigned from the board of the company more than two decades back. The relevant documents in this regard had been filed with RoC, Mumbai. (ii) RoC, Mumbai in this regard has submitted that the reply of Mr. Pradeep Malu, Mr. Vinod Vaid, Mr. B. D. Jain, Mr. Ramesh Jain and Mr. Motilal Mahamwal is not tenable as the letter of offer was approved by the board of directors and hence liable for penal action. (iii) With regard to submissions of Mr. Kamal Singh Borar and Mr. Vijay Borar, RoC Mumbai has informed that they are not signatories to the letter of offer. Hence, no action should be taken against them. (iv) RoC, Mumbai has also confirmed that one of the directors Mr. V. N. Nadkarni was not the signatory to the letter of offer and, as per the documents submitted by Mr. Ramesh Jain, he has expired few years ago.

B. Sparkel Foods Limited – The promoters/directors of the company Mr. Nan Lal Javeri and Mr. Bhavesh Javeri have been the signatories to the prospectus. Hence, they are liable for penal action. C. Hitesh Textile Mills Limited – The promoters/directors Mr. Prithivi H. Raval, Mr. Hitesh Raval, Mr. Satish Singhal have been the signatories to the prospectus. Hence, they are liable for penal action. 9. Further, minutes of Western Regional Task Force on vanishing companies held on July 22, 2016 provides updated status on the aforesaid companies which is as under: (i) Pashupati Cables Limited – The company is traceable and active. It has filed its annual return and balance sheet till the year ended 2014-15. The registered office of the company is maintained at the stated address. All the existing directors of the company have obtained Director Identification Number (DIN). Further, offences committed under section 68 of the Companies Act, 1956 against Mr. Vijay Singhal has been compounded by Company Law Board (CLB) (WR), Mumbai on February 19, 2016. Hence, no action is required under section 128(8) of the Companies Act 2013 and 266G of the Companies Act, 1956. (ii) Realtime Finlease Limited – The company is traced and active and has filed Annual Return and Balance Sheet till financial year ended 2012-13.

The registered office is maintained at the address stated and also the existing directors have obtained DIN. Prosecution under section 162 and 220(3) has been filed for non-filing of AR/BS for the year 2013-14 and default notice for 2014-15 are issued. Hence, no action is required under section 128(8) of the Companies Act, 2013 and 266G of the Companies Act, 1956. 10. I have carefully considered the material available on record and the submissions made by the respective noticees in the matter. To determine, as to whether a company is a vanishing company or not, it has to be judged on the parameters, as discussed above, that has been laid down by CMC for identifying vanishing companies. 11. From the material brought on record, it is noted that the following noticees have failed to submit any reply/submissions to the respective SCNs issued to them despite service of respective SCNs upon them and sufficient opportunities. I am of the view that these noticees are deliberately keeping away from these proceedings and are not willing to cooperate. Further, there is nothing on record to state that these noticees have become compliant.

I, therefore, do not find any reason to deviate from the allegations qua them in the respective SCNs. Table 5 – Noticee companies which did not reply Sl. No. Name of Company 1. Marine Cargo Company Limited 2. Genuine Commodities Development Company Limited 3. South Asian Mushrooms Limited 4. Ambuja Zinc Limited 5. Sparkle Foods Limited 6. Hitesh Textile Mills Limited 7. Manav Pharma Limited 8. Rusoday & Company Limited 9. Sequelsoft India Limited 10. Shree Yaax Pharma and Cosmetics Limited. 11. Sterling Kalks And Bricks Limited Table 6 – Noticee promoters/directors who did not reply Sl. No. Name of the Promoters/directors Name of the company 1. Pramod Purohit 2. Kapilaben M. Patel 3. C.R. Patel Marine Cargo Company Limited 4. Shailesh Shah 5. Prakash Chandra P Agarwal 6. Kanilal N. Patel 7. Manoharsinh Waghela Genuine Commodities Development 8. Hemant Bhati Company Limited 9. Kusum Waghela 10. Rajendra Kumar Shrivastava 11. Narendra Kumar Shrivastava South Asian Mushrooms Limited 12. Vipul M Asher 13. Vinod Tandon

14. Durga Prasad Gupta 15. Gopi Krishna Gupta 16. Madan Mohan Choudhary Ambuja Zinc Limited 17. Shyam Sundar Gupta 18. Krishna Vadan R Desai 19. Bhavesh Javeri Sparkle Foods Limited 20. Nanalal Javeri 21. Hitesh Raval 22. Satish Singhal Hitesh Textile Mills Limited 23. Prithi H. Rawal 24. Ramesh Banatwala 25. S. C. Bafna 26. Sarvesh Bansal 27. Shashikant Tulsiyan Manav Pharma Limited 28. Anil K. Thanavala 29. Pramod K Goel 30. Bimlesh Bansal 31. Ishwar N. Phadnis 32. Rambabu Kattamaneni 33. B. Madhuri 34. Kodali Madhubabu K. Murali Kishore 35. Katamanenimadhavi Sequelsoft India Limited 36. P.C. Venkataraana 37. Sri Rama Chandra Murthy 38. Muniswamy Venkata Varada 39. Samir Subhash Koppikor 40. Dr. Yogesh S Dave Shree Yaax Pharma and Cosmetics 41. Dr. Jitendra Rajgor Limited 42. Dr. Parul Dave 43. Mr. Maneklal Velsibhai Thakkar 44. Dr. Anant C Patel 45. Dr. Arvind K Patel 46. Dipak S Talati 47. Kantibhai M Patel 48. Prakash J Patel 49. Vijay S Talati 12. It has been brought on record that Mr. V. N. Nadkarni, director of Rusoday and Company Limited, has since passed away. It is noted that the allegation have been levelled against him as vicarious liability in his fiduciary capacity as a director of Rusoday and Company Limited.

Thus, the proceedings were initiated against the acts of omission and commission of a person who is no more to face the charges. It is worth mentioning in this regard that in Girijanandini Vs Bijendra Narain (AIR 1967 SC 2110), the Hon’ble Supreme Court observed that in case of personal actions, i.e., the actions where the relief sought is personal to the deceased, the right to sue will not survive to or against the representatives and in such cases the maxim actio personalis moritur cum persona (personal action dies with the death of the person) would apply. It is also relevant to refer to the decision of Hon’ble Securities Appellate Tribunal (SAT) in Chandravadan J. Dalal vs. SEBI (Appeal No. 35/2004 decided on June 15, 2005) wherein it was held as under: “The appeal abates since the appellant during the pendency of the appeal died on 29th November 2004. The appeal accordingly abates. The penalty imposed on the original appellant being personal in nature also abates.” 13. In view of the foregoing, I am of the view that the proceedings against Mr. V. N. Nadkarni are liable to be abated without going into the merits of the case qua him and the SCN as against him is accordingly disposed of.

14. It has also been confirmed that names of Mr. P. S. Santhanakrishnan, Mr. Avtar Singh Narang, Mr. Vijay Kumar Verma, Mr. Ramnik Singh Saluja, Mr. Paramjeet Singh Saluja and Mr. Sachidanad Chitale have been removed from the list of directors of Sterling Kalks and Bricks Ltd. and they have been exonerated vide order dated September 09, 2004. I, accordingly dispose of the SCNs in respect of them. 15. It is noted from the MCA's website that Asian Vegpro Industries Limited is shown as “Active”. Further, the company had made disclosure of standalone Profit and Loss and Balance Sheet for the period April 01, 2012 to March 31, 2013. BSE vide e-mail dated September 02, 2014 had informed SEBI regarding the compliance status of key clauses of listing agreement by the company as under: Table 7 – Last submission details of - Asian Vegpro Industries Limited Key Clauses Quarter(Q)/Yearly (y)/Half Yearly(HY) Annual Report (Clause -31) Mar-13 (y) Shareholding Pattern (Clause - 35) Jun-14 (Q) Financial Results (Clause – 41) Jun-14(Q) Certificate under Clause 47C Mar-13(HY) Corporate Governance Report (Clause- 49) None of Corporate Governance Report Submitted 16. Further, BSE vide email dated August 25, 2016 has confirmed that the company has applied for revocation of suspension.

17. Similarly, with regard to Realtime Finlease Limited it is noted from MCA's website that the status of the company is mentioned as ‘Active’. BSE vide e-mail dated September 02, 2014 had informed SEBI regarding the compliance status of key clauses of the listing agreement by the company as following: Table 8 - Last submission details of - Realtime Finlease Limited Key Clauses Quarter(Q)/Yearly (y)/Half Yearly(HY) Annual Report (Clause-31) Non submission of hard copy and soft copy of Annual Report for the year 2010, 2011, 2012 and 2013. Shareholding Pattern (Clause- 35) Not submitted Financial Results (Clause – 41) Not submitted Certificate under Clause 47C Not submitted Corporate Governance Report (Clause- 49) Not submitted 18. Further, BSE vide email dated August 25, 2016 has informed that also confirmed that the company has applied for revocation of suspension. 19. With regard to Pashupati Cables Limited it is noted that concerned RoC has confirmed that the company has been traced and is making regular filing with the RoC. BSE vide email dated August 25, 2016 has confirmed that the company has applied for revocation of suspension.

The company has submitted that all the cases filed by RoC have been withdrawn by Hon. Metropolitan Magistrate, 18th Court, Girgaon, Mumbai. The case under section 68 of the Companies Act, 1956 against one of the director, Mr. Vinay Singhal has been compounded by the Member (Judicial), Hon. CLB on February 19, 2016. The compounding fees has been deposited by the company. Further, the inspection under section 209A of the Companies Act, 1956 has been carried out on December 10, 2012 by the Dy. Regional Director. The Office of Regional Director observed certain violations/non-compliance under the Companies Act, 1956 during the course of inspection. Those violations/non-compliances by the company have been compounded by the Company Law Board on May 16, 2016 and necessary fees have been deposited. No cases are pending on company or any of the present directors by the RoC. Further, Mr. Sushil Kumar Agrwal had resigned from the directorship of company on February 8, 1998. Copy of Form 32 has been provided by him in this regard. 20. In view of the above, I find that Asian Vegpro Industries Limited, Realtime Finlease Limited and Pashupati Cables Limited do not fall under the aforesaid criteria of ‘vanishing companies’.

I, accordingly dispose of the SCNs in respect of these companies and their promoters/directors without any directions. 21. It is noted that BSE had, after giving opportunity to revoke the suspension of Genuine Commodities Development Company Limited, South Asian Mushrooms Limited and Sparkle Foods Limited which were suspended for more than 7 years on account of various clauses of Listing Agreement, compulsorily delisted these companies with effect from August 17, 2016. In terms of regulation 24 of the SEBI (Delisting of Equity Shares) Regulation, 2009, consequent upon such compulsory delisting these companies, their whole time directors, promoters and the companies promoted by any of them shall not directly or indirectly access the securities market or seek listing for any equity shares for a period of 10 years. In view of these facts and circumstances, I am of the view that these companies do not remain vanishing companies. Apart from this, it has been brought on record that Mr. Rajkumar Bafna and Mr. Surendra Malhotra who have been charged in the capacity of directors of Genuine Commodities Development Corporation and South Asian Mushroom Limited, respectively were not responsible for the defaults of these companies at the relevant time.

I, therefore, dispose of the SCNs qua these companies, namely, Genuine Commodities Development Company Limited, South Asian Mushrooms Limited and Sparkle Foods Limited and their promoters/directors without any direction. 22. Hi-Tech Drugs Limited has claimed that it is maintaining its registered office at “Village Magral, 8th K.M., Mhow Road, Ratlam, M. P. 457 001”. It is further noted that vide its letter dated September 11, 2014 Hi-Tech Drugs Limited has submitted copies of receipts confirming the e-filing of annual return and balance sheets to the RoC for the past three years (2010-11, 2011-12 and 2012-13). It is also seen from the website of the MCA that Hi- Tech Drugs Limited has filed its balance sheet as on March 31, 2015 with RoC, Gwalior. The copies of the receipt also contain the aforesaid address of the company. Further, the company has claimed that its directors are also available at their usual residential addresses and receiving all the documents and communications. I also note that BSE has informed that the company is under suspended category and vide Public Notice dated June 23, 2016 BSE has proposed compulsory delisting of shares of the company alongwith other such suspended companies.

It is, thus, noted that the company has failed to file returns with the stock exchange. In view of these facts and circumstances, I find that Hi-Tech Drugs Limited is not falling in the criteria of vanishing company. I, therefore, dispose of the SCNs in respect of Hi-Tech Drugs Limited and its promoters/directors without any directions. 23. Mr. Kamal Singh Borar and Mr. Vijay Borar, promoters/directors of Rusoday & Company Limited, have claimed that they had resigned as directors of the company in the year 1990 and 1991, respectively. Further, Mr. Motimal Mahamwal, Mr. Pradeep Malu, Mr. Vindo Baid and Mr. B. D Jain have also claimed to have resigned as directors of Rusoday & Company Limited during the year 1993 to 1995. In support of their submission, these promoters/directors have submitted copies of Form 32 submitted to RoC and acknowledged by it. Considering the aforesaid facts and circumstances, I do not deem it necessary to issue any directions to these promoters/directors of Rusoday & Company Limited. 24. In view of the above facts and circumstances, I dispose of the SCNs in respect of the following noticees without any direction.

Table 9 - Names of Noticees - Companies S. No Name of the Company Address 1. Genuine Commodities Development Company Rakhial, Near Ajit Mills, Ahmedabad 380 023 Limited 2. 44, Zone II, Maharana Pratap Nagar, Bhopal South Asian Mushrooms Limited 462017, (M.P) 3. Sparkle Foods Limited 517/A Panchratna, 14 M Parmanand Marg, Opera House, Mumbai - 400004

4. Pashupati Cables Limited 27/A, C Wing, Ground Floor, Mhatre Plaza, Dhanukar Wadi, Kandivili (W) Mumbai – 400067 5. Todi Chambers, 2, Lal Bazar Street, Room No. Asian Vegpro Industries Limited 315, Kolkata - 700001 6. Village Magral, 8th Km Mhow Road, Ratlam Hi-Tech Drugs Limited (M.P) - 457001 7. 25/B, Shantinagar, 98, Napean Sea Road, Realtime Finlease Limited Mumbai - 400006

Table 10 - Names of Noticees - Promoters/Directors S. No Name of the Director Address Name of the Company 1. 37/1Jayant Park, Mani Nagar Genuine Mr. Manoharsinh Waghela Ahmedabad, Gujarat Commodities 2. Hotel Neelam, Mount Abu, Development Mr. Hemant Bhati Rajasthan Company Limited 3. 37/1Jayant Park, Mani Nagar, Ms. Kusum Waghela Ahmedabad 4. Block No. 12, 3rd Floor, Magin Mahal, 82, Veer Mr. Rajkumar Bafna Nariman Road, Churchgate, Mumbai - 400020 5. Mr. Rajendra Kumar E-7/746, Arera Colony, Near South Asian Shrivastava Viveh Apartment, Bharat Mushrooms 6. Mr. Narendra Kumar Nager Road, Bhopal -462016 Limited Shrivastava 7. Mr. Vipul M. Asher 8. RB IV/B/1, New Diesel Railway Colony, Dhole Patil Mr. Vinod Tandon Road, Pune-1 - 9. 1-A1, Girdhar Apartments, 28, Feroze Shah Road, New Delhi Mr. Surendra Malhotra - 110001 10. 9, J. Mehta Road, Mumbai- Sparkle Foods Mr. Bhavesh Javeri 400009, Maharashtra Limited 11. 147/3, Mahavir Jain Society, Mr. Nanalal Javeri Mumbai-400022 12. C1/UGF, Mianwali Nagar, Pashupati Cables Mr. Vinay Kumar Singal Rohtak Road, New Delhi - Limited 110087

13. 802/12. Klard No.6, Main Mr. K. C. Gupta Market, Mehroli, 110 030 New Delhi 14. M-59 Greater Kailash II Mr. Sushil Kumar Aggarwal Market, New Delhi 15. 138, Urban Estate, Hissar, Mr. Vijay Jain Haryana 16. Mr. Shiv Ratan Agrawal Todi Chambers, 2, Lal Bazar Asian Vegpro 17. Street, Kolkata – 700001, West Industries Limited Mr. Shyam Sunder Agrawal Bengal 18. 120, Marathon Galaxy, Mr. Subhash L.B.S. Marg, Mulund (W), Rameshchandra Mittal Mumbai - 400080 19. A-3, Surabhi, Model Town, B. Mr. Rajendra Janardan R. Road, Mulund (West), Agrawal Mumbai - 400080 20. 181, Lakkad Pitha Road, Hi-Tech Drugs Mr. Daluram Agrawal Ward-41, Ratlam-455001, Limited Madhya Pradesh 21. Maheshwari Complex, Power House Road, Ratlam – Mr. Rajeev Kumar Jain 455001 Madhya Pradesh 22. 5, Yamnotri Apartments, Mr. Sanjeev Kumar Jain Shastri Nagar, Ratlam, Madhya Pradesh 23. 25/B, Shanti Nagar, 98, Realtime Finlease Mr. Dhanpatraj Napean Sea Road, Mumbai - Limited Phoolchand Mehta 400006 24. Mr. Dilipkumar 203, Navpad Apartment, Vhor Phoolchand Mehta Wad, Near Post Office, 25. Gopipura, Athwa, Surat - Mr. Kushal Phoolchand 395001 Mehta 26. 12 Jayashree, 75 Abdul Gaffar Rusoday & Mr. V. N. Nadkarni Marg, Worli Sea Face, Mumbai Company Limited - 400025 27. Matru Ashish, B-3 13th Floor, Mr. Kamalsingh Borar 39 Napean Sea Road, Mumbai - 400036 28. 902 Cliff Towers, Mr. Vijay Borar Lokhandwala Complex,

Andheri (West), Mumbai - 400058 29. Mr. Motimal Mahamwal 12, Sheetal Sadan, 4th Floor, 30. Mr. Pradeep Malu 75, Perin Nariman Street, Fort, Mumbai-400001, 31. Mr. Ramesh Jain Maharashtra 32. Mr. Vinod Vaid 33. Mr. B. D. Jain 34. 2 B Rosely Garden Apts, Sterling Kalks and Mr. P. S. Santhanakrishnan Barnasg Road, Kilpank, Bricks Limited Chennai 600010 35. Mr. Avtar Singh Narang 356 Khatiwala Tank, Indore 36. 61-62 Chandralok Extn, Mr. Paramjeet Singh Saluja Indore 37. Mr. Vijay Kumar Verma 27 Vallabh Nagar Ext., Indore 38. Mr. Sachidand Chitale 32 Narayan Baug, Indore 39. 61-62 Chandralok Extn., Mr. Ramnik Singh Saluja Indore

25. In view of the failure of the companies and/or promoters/directors other than those mentioned above to comply with the requirements of listing agreement which is in violation of provisions of the SCRA and in the absence of any explanations from such directors/companies to the alleged violations and proposed action, I am constrained to take a view that the said directors/companies as named in the annexure to this direction have no explanation to offer in respect of the above said violations of the listing agreement and in respect of the directions as proposed to be issued against them under section 11B of the SEBI Act, 1992 as mentioned in the show cause notices and public notice issued to them. Further, the nonexistence of such companies is a matter of grave concern. These violations and non-traceability of these companies are detrimental to the interest of investors and to the integrity of securities market. Besides, they have also eroded the confidence of the investors and credibility of the capital market, which calls for suitable action. Therefore, it would be appropriate in the interest of investors and for healthy development of the securities market that the companies and directors thereof should not be allowed to deal in securities or to access the capital markets in future. 26. I, therefore, in exercise of the powers conferred upon me under sections 11(1) and 11B read with section 4(3) of the Securities and Exchange Board of India Act, 1992 hereby direct the companies and their director as mentioned in the following Tables to disassociate themselves in every respect from the capital market related activities, not to raise funds from the capital market, not to deal in securities and not to be or be associated with any of the intermediaries in the capital market, in whatsoever manner, for a period of five years from the date of this order:

Table 11 - Names of Noticees - Companies S. No. Name of the Company Address 1. Marine Cargo Company 609, Hari Kurpa Towers, Ellisbridge, Limited Ahmedabad - 380007, Gujarat 2. Ambuja Zinc Limited Manish Villa, Patliputra Colony, Patna - 800013, Bihar 3. Hitesh Textile Mills Limited 26, Rajnikant Mansion, 2nd Floor, 51/55 Old Hanuman Lane, Mumbai-400002, Maharashtra 4. Manav Pharma Limited 1st Floor, Nirman House, Near Sardar Vallabhbhai Patel Railway Crossing, Usmanpura, Ahmedabad-380013, Gujarat 5. Rusoday & Company Limited 405, Embassy Centre, Nariman Point, Mumbai - 400021, Maharashtra 6. Sequel Soft India Limited 86 Commercial Chambers, 6th Floor, Masjid Bunder Road, Mumbai 400003, Maharashtra 7. Shree Yaax Pharma & 269/1, NR Parimal Hospital, Motera Road, Cosmetics Limited Sabarmati, Ahmedabad-380005, Gujarat 8. Sterling Kalks and Bricks 205, Chetak Centre, RNT Marg, Indore- 452001, Limited Madhya Pradesh Table 12 - Names of Noticees - Promoters/Directors

S. No. Name of the Director Address Name of the Company 1. Pramod Purohit 609, Hari Kurpa Towers, Marine Cargo 2. Kapilaben M. Patel Ellisbridge, Ahmedabad - Company Limited 380007, Gujarat 3. C.R. Patel 4. Shailesh Shah 5. Prakashchandra P Agarwal 6. Kanilal N. Patel 7. Durga Prasad Gupta 188, Patliputra Colony, Ambuja Zinc Limited Patna 8. Gopi Krishna Gupta Manish Vila, New Patliputra Colony, Patna- 13 9. Madan Mohan Choudhary B176, Peoples Co-op, Patna-20 10. Shyam Sundar Gupta Greater Kailash Part II New Delhi 11. Krishna Vadan R Desai Gokul, 8, Shivranjan, Ahmedabad, Gujarat 12. Prithi H. Raval 8- Kiran Building, 26 Hitesh Textile Mills Sector - 15A, Noida, Limited Delhi 13. Hitesh Raval 117-118 Racecourse, Baroda – 390015 14. Satish Singhal 27 Anandvan Society, Sama, Baroda - 390015 15. Ramesh Banatwala 1st Floor, Nirman House, Manav Pharma Limited 16. S. C. Bafna Near Sardar Vallabhbhai Patel Railway Crossing, 17. Sarvesh Bansal

18. Shashikant Tulsiyan Usmanpura, Ahmedabad- 19. Anil K. Thanavala 380013, Gujarat 20. Pramod K Goel 21. Bimlesh Bansal 22. Ishwar N. Phadnis 23. Rambabu Kattamaneni Plot No.14, II Phase, Sequel Soft India 24. B. Madhuri Beside Quality Marble Limited Street, Kamalapuri 25. Kodali Madhubabu Colony, Srinagar Colony, 26. K. Murali Kishore Hyderabad-500075 Katamanenimadhavi Andhra Pradesh. 27. P.C. Venkataraana 28. Sri Rama Chandra Murthy 29. Muniswamy Venkata Varada 30. Samir Subhash Koppikor 31. Dr. Yogesh S Dave 4th Floor, Vaghela Shree Yaax Pharma & 32. Dr. Jitendra Rajgor Avenue, Navrangpura, Cosmetics Limited Ahmedabad-380009, 33. Dr. Parul Dave Gujarat 34. Maneklal Velsibhai Thakkar 35. Dr. Anant C Patel 36. Dr. Arvind K Patel 37. Dipak S Talati 38. Kantibhai M Patel 39. Prakash J Patel 40. Vijay S Talati 27. These directions are without prejudice to the right of SEBI, MCA and stock exchanges to take any other action as deemed fit under the provisions of the law against the above companies and the directors.

Sd/-

DATE: OCTOBER 21ST, 2016 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA