Order in the matter of Waris Agrotech (India) Limited

Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter Waris Agrotech (India) Limited and its Directors, viz. Shri Pradip Acharya (DIN: 01615879; PAN: AJPPA1075R), Shri Dibakar Mandal (DIN: 01615951; PAN: APNPM2481B), Shri Debasish Chatterjee (DIN: 00725705; PAN: ADQPC9269G) and Smt. Polly Chatterjee (DIN: 02888356; PAN: AMQPC6132R).

1.1 Waris Agrotech (India) Limited ("WAL"), having its Registered Office at Waris Plaza, 94/1 Ashokenagar, 24 Parganas, Kolkata – 743222, was incorporated on November 16, 2001, with the ROC, Kolkata, West Bengal with CIN No. as U01300WB2001PLC093936. 1.2 Securities and Exchange Board of India ("SEBI") received a complaint dated December 19, 2013, against WAL alleging illegal mobilization of funds from the public. 1.3 On enquiry by SEBI, it was observed that WAL had issued Redeemable Preference Shares ("hereafter referred to as Offer of RPS") to 39 persons in the year 2007-2008 and to 436 persons in the year 2008-09. 2.1 The above said Offer of RPS was found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act") the Companies Act, 1956, Therefore, SEBI passed an interim order dated December 1, 2014 (hereinafter to be referred to as "interim order") and issued directions mentioned therein against WAL and its Directors, viz. Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee. 2.2 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. WAL has made an Offer of RPS as shown in the following Table. Type of Year Date of No. of No. of persons Security Allotment Redeemable to whom Preference Redeemable Shares Preference allotted Shares were allotted Redeemable 2007–08 31.03.2008 1,800 39 Preference 2008–09 31.03.2009 1,800 436 Shares Total 3,600 475

2.3 The Offer of RPS was a deemed public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, However, the resultant requirement under Section 60, Section 56(1) and 56(3), Sections 73(1),(2) and (3) of the Companies Act, the SEBI (Disclosure and Investor Protection) Guidelines, 2000 ("DIP Guidelines") read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations") were not complied with by WAL. 2.4 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated December 1, 2014 with immediate effect. i. WAL shall not mobilize any fresh funds from investors through the Offer of Redeemable Preference Shares 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. WAL and its present Directors, viz. Shri Pradip Acharya (DIN: 01615879; PAN: AJPPA1075R), Shri Dibakar Mandal (DIN: 01615951; PAN: APNPM2481B) and Smt. Polly Chatterjee (DIN: 02888356; PAN: AMQPC6132R) along with its past Director, viz. Shri Debasish Chatterjee (DIN: 00725705; PAN: ADQPC9269G), 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.

WAL 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; iv. WAL shall provide a full inventory of all its assets and properties; v. The abovementioned past and present Directors of WAL shall provide a full inventory of all their assets and properties; vi. WAL 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, without prior permission from SEBI; vii. WAL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of WAL; viii. WAL and its abovementioned present Directors shall furnish complete and relevant information in respect of the Offer of Redeemable preference shares (as sought by SEBI letters/e -mail dated March 28, 2014 and May 14, 2014), within 21 days from the date of receipt of this Order.

3.1 Vide the said interim order WAL and its abovementioned Directors were given an opportunity to file their replies, within 21 days from the date of receipt of the said interim Order. The order further stated that the concerned persons 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. 4.1 Service of interim order: The copy of the said interim order was sent to the above mentioned entities vide letter dated December 01, 2014 through registered post. The copies of order sent to the company and its directors viz. Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee returned undelivered. 4.2 Subsequently, vide notification dated April 14, 2015, published in newspaper Ananda Bazar Patrika, and notification dated April 15, 2015 published in newspaper Times of India, WAL and the directors were notified by SEBI that they will be given the final opportunity of being heard on April 22, 2015 at the time and the venue mentioned therein.

5.1 Hearing and submissions: Neither WAL nor the directors of WAL did avail the opportunity of hearing held on April 22, 2015. They did not file any submissions controverting the allegations leveled against them. 6.1 I have considered the allegations, and materials on record. On perusal of the same the following issues arise for consideration. Each question is dealt with separately under different headings. 1. Whether the company came out with the Offer of RPS ? 2. If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3), the Companies Act,1956. ? 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed? 7.1 Whether the company came out with the Offer of RPS? :-I have perused the interim order dated December 1, 2014 for the allegation of Offer of RPS. The Company and the directors did not dispute the said issuance. 7.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal'. On perusal of the Balance sheet as on March 31, 2009, it is disclosed by the Company that it was having preference share capital of Rs. 18 lakh as on March 31, 2008 and March 31, 2009. As per the Form 2 filed for the allotment dated March 31, 2008, the Company has issued 1800 preference shares of face value of Rs. 1,000 to 39 allottees and as per the Form 2 filed for the allotment dated March 31, 2009, the Company has issued 1800 preference shares of face value of Rs. 1000 to 436 persons.

The Company has not stated that it had redeemed the preference shares issued on March 31, 2008 before March 31, 2009. Form 5 which is required to be filed under section 95 of the Companies Act, 1956 in case of redemption of preference shares, also is not found to have been filed before the Registrar of the Companies. Therefore, I find that the Company has issued 1,800 preference shares at the face value of Rs.1000 each on March 31, 2008 and March 31, 2009 and collected Rs. 36 lakhs in total as shown in the above table. Surprisingly, the additional issuance of 1,800 preference shares is not disclosed in the Balance Sheet as on March 31, 2009. 8.1 If so, whether the said issues are in violation of Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3), the Companies Act,1956:- The provisions alleged to have been violated and mentioned in this issue are applicable to the offer made to the public.

Therefore the primary question that arises for consideration is whether the issue of redeemable preference shares covered in this issue is a public issue. At this juncture, reference may be made to section 67(1) & (3) of the Companies Act, 1956: 8.2 The following observations of the Hon'ble Supreme Court of India in Sahara India Real Estate Corporation Limited & Ors.Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011)(hereinafter referred to as the 'Sahara Case'), while examining the scope of Section 67 of the Companies Act, 1956, are worth consideration:- "84. Section 67(1) deals with the offer of shares and debentures to the public and Section 67(2) deals with invitation to the public to subscribe for shares and debentures and how those expressions are to be understood, when reference is made to the Act or in the articles of a company. The emphasis in Section 67(1) and (2) is on the ―section of the public. Section 67(3) states that no offer or invitation shall be treated as made to the public, by virtue of subsections (1) and (2), that is to any section of the public, if the offer or invitation is not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation or otherwise as being a domestic concern of the persons making and receiving the offer or invitations.

Section 67(3) is, therefore, an exception to Sections 67(1) and (2). If the circumstances mentioned in clauses (1) and (b) of Section 67(3) are satisfied, then the offer/invitation would not be treated as being made to the public. The first proviso to Section 67(3) was inserted by the Companies (Amendment) Act, 2000 w.e.f. 13.12.2000, which clearly indicates, nothing contained in Sub-section (3) of Section 67 shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. Resultantly, after 13.12.2000, any offer of securities by a public company to fifty persons or more will be treated as a public issue under the Companies Act, even if it is of domestic concern or it is proved that the shares or debentures are not available for subscription or purchase by persons other than those receiving the offer or invitation....." (emphasis supplied) 8.3 Section 67(3) provides for situations when an offer is not considered as offer to public. As per the said sub section, if the offer is one which is not calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation {(section 67(3)(a)}, or, if the offer is the domestic concern of the persons making and receiving the offer {(section 67(3)(b)}, the same are not considered as public offer.

Under such circumstances, they are considered as private placement of shares and debentures. It is noted that as per the first proviso to Section 67(3) Companies Act, 1956, the public offer and listing requirements contained in that Act would become automatically applicable to a company making the offer to fifty or more persons. 8.4 In the instant case, the offer and allotment of RPS has been made by WAL to 39 persons on March 31, 2008. Reference may be made to Sahara Case, wherein it was held that under Section 67(3) of the Companies Act, 1956, the "Burden of proof is entirely on Saharas to show that the investors are/were their employees/workers or associated with them in any other capacity which they have not discharged." In respect of the issuance on March 31, 2008, the Company or the directors have not placed any material that the allotment to 39 persons was in satisfaction of section 67(3)(a) or 67(3)(b) of Companies Act, 1956 i.e., it was made to the known associated persons. Therefore, I find that the said issuance cannot be considered as private placement. As far as the allotment on March 31, 2009 is concerned, I find that the same was allotted to 436 persons.

Therefore, I find that the said offer of RPS falls within the first proviso of section 67(3) of Companies Act, thereby such issue is deemed to be public issue. Therefore, both the above offers and subsequent allotment on March 31, 2008 and March 31, 2009 are required to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 8.5 In terms of section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company, shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of that Act. Further, as per section 56(3) of the Companies Act, 1956, no one shall issue any form of application for shares in a company, unless the form is accompanied by abridged prospectus, containing disclosures as specified. Section 2(36) of the Companies Act read with section 60 thereof, mandates a company to register its 'prospectus' with the RoC, before making a public offer/ issuing the 'prospectus'. As per the aforesaid Section 2(36), “prospectus” means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate.

8.6 The allegation of non-compliance of the above provisions was not denied by the company or directors. Neither the company nor the directors produced any record to show that WAL had issued Prospectus containing the disclosures mentioned in section 56(1) of the Companies Act, 1956, or filed a Prospectus with ROC or issued application forms accompanying the abridged prospectus. Therefore, I find that, WAL and the persons responsible for the issuance of the prospectus have not complied with Sections 56(1), 56(3) and 60 of the Companies Act, 1956. 8.7 Further, having issued RPS to as stated in para 7.2, WAL had to compulsorily list such securities in compliance with section 73 of the Companies Act, 1956, since they were deemed public issues. As per section 73(1) and (2) of the Companies Act, 1956, a company is required to make an application to one or more recognized stock exchanges for permission for the shares or debentures to be offered to be dealt within the stock exchange and if permission has not been applied for or not granted, the company is required to forthwith repay with interest all moneys received from the applicants.

8.8 The allegation of non-compliance of the above provisions was not denied by the company or directors by filing any replies. I find that no records have been submitted to indicate that the company made an application seeking listing permission from stock exchange nor did it refund the amounts consequent upon such failure. Thus, WAL has contravened the said provisions. WAL did not provide any records to show that the amount collected by WAL are kept in a separate bank account. Therefore, I find that WAL has also not complied with the provisions of section 73(3) as it has not kept the amounts received from investors in a separate bank account and failed to repay the same in accordance with section 73(2) as observed above. 8.9 I note that the jurisdiction of SEBI over various provisions of the Companies Act, 1956 including the above mentioned, in the case of public companies, whether listed or unlisted, when they issue and transfer securities, flows from the provisions of Section 55A of the Companies Act, 1956. While examining the scope of Section 55A of the Companies Act, 1956, the Hon'ble Supreme Court of India in Sahara Case, had observed that:

"We, therefore, hold that, so far as the provisions enumerated in the opening portion of Section 55A of the Companies Act, so far as they relate to issue and transfer of securities and non-payment of dividend is concerned, SEBI has the power to administer in the case of listed public companies and in the case of those public companies which intend to get their securities listed on a recognized stock exchange in India." " SEBI can exercise its jurisdiction under Sections 11(1), 11(4), 11A(1)(b) and 11B of SEBI Act and Regulation 107 of ICDR 2009 over public companies who have issued shares or debentures to fifty or more, but not complied with the provisions of Section 73(1) by not listing its securities on a recognized stock exchange" 8.10 SEBI had framed the DIP Guidelines in exercise of the powers conferred upon itself by the SEBI Act. In the words of the Hon'ble Supreme Court in the matter of Sahara Companies," DIP Guidelines had statutory force since they were framed by SEBI in exercise of its powers conferred on it under Sections 11 and 11A of the SEBI Act. Powers have been conferred on SEBI to protect the interests of the investors in securities and regulate the issue of prospectus, offer documents or advertisement soliciting money through the issue of prospectus. Section 11 of the Act, it may be noted has been incorporated, evidently to protect the interests of investors whose securities are legally required to be listed. DIP Guidelines were implemented by SEBI with regard to the listed and unlisted companies, which made public offer, until it was replaced by ICDR 2009". The DIP Guidelines were applicable to all public issues by listed and unlisted companies. 8.11 When the DIP Guidelines were repealed and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("the ICDR Regulations") were notified with effect from August 28, 2009, the Company was mandated to comply with such regulations with respect to its capital issues made thereafter. Therefore, in addition to the provisions of the Companies Act, WAL was also mandated to comply with the provisions of DIP Guidelines till such time they were in force. 8.12 Therefore, WAL has not complied with the provisions of the DIP Guidelines in respect of its allotment made on March 31, 2008 and March 31, 2009, including the following clauses :

a) Clause 2.1.1. (filing of offer document), b) Clause 2.1.4 (application for listing), c) Clause 2.1.5.(issue of securities in dematerialized form), d) Clause 2.8. (means of finance), e) Clause 4.1.(promoters contribution in a public issue by unlisted companies), f) Clause 4.11. (lock-in of minimum specified promoters contribution in public issues), g) Clause 4.14 (lock-in of pre-issue share capital of an unlisted company), h) Clause 5.3.1(memorandum of understanding), i) Clause 5.3.3 (due diligence certificate), j) Clause 5.3.5 (undertaking), k) Clause 5.3.6 (list of promoters group and other details), l) Clause 5.4 – appointment of intermediaries, m) Clause 5.6 (offer document to be made public) n) Clause 5.6A (Pre-issue Advertisement), o) Clause 5.7 - despatch of issue material, p) Clause 5.8 – no complaints certificate, q) Clause 5.9 – mandatory collection centres and Clause 5.9.1.(minimum number of collection centres), r) Clause 5.10 – authorized collection agents, s) Clause 5.12.1. (appointment of compliance officer), t) Clause 5.13 – abridged prospectus, u) Clause 6.0 – contents of offer documents - Clause 6.1 to Clause 6.15 (contents of prospectus), Clause 6.16 to Clause 6.34 (contents of abridged prospectus) including Clause 6.17.13 and Clause 41.6 – rating for the proposed debentures/preference shares issue, if any, obtained from credit rating agencies, v) Clause 8.3 (Rule 19(2)(b) of SC(R) Rules, 1957), w) Clause 8.8.1 (Opening & closing date of subscription of securities), x) Clause 9 – guidelines on advertisements by issuer company, and y) Clause 10.1. (requirement of credit rating).

8.13 In view of the forgoing, I am of the view that WAL is engaged in fund mobilizing activity from the public, through the offer and issuance of RPS and has contravened the provisions of sections 56, 60 and 73 of the Companies Act, 1956 and the above provisions of DIP guidelines. 9.1 If the findings on question No.2 are found in the affirmative, who are liable for the violations committed?: Sections 56(1) and 56(3) read with section 56(4) imposes the liability for the 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, 1956 is on the company, and every person who is a party to the non-compliance of issuing the prospectus as per the said section. 9.2 As far as the liability for non-compliance of section 73 of Companies Act, 1956 is concerned, as stipulated in section 73(2) of the said Act, the company and every director of the company who is an officer in default shall, from the eighth day becomes jointly and severally liable to repay that money with interest at such rate, not less than four per cent and not more than fifteen per cent. 9.3 As far as the liability for non-compliance of DIP Guidelines read with the ICDR Regulations, the company and the concerned directors are responsible for the violations. 9.4 I find from the extract of Register of directors, managing directors, manager and secretary,etc” of Ministry of Corporate Affairs, the details of appointment and resignation is as follows:-

Date of Current appointment at Date of Name of the Persons Designation current cessation designation Shri Pradip Acharya Director 30/05/2006 - Shri Dibakar Mandal Director 30/05/2006 - Shri Debasish Chatterjee Director 16/11/2001 14/09/2009 Smt. Polly Chatterjee Director 04/09/2009 -

9.5 In view of the provisions of law, WAL and its Directors, viz. Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee being the directors are responsible for the non compliance of the above provisions. Shri Pradip

Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee being the directors at the time of impugned issues and allotment are liable as officers in default. The liability of the company to repay under section 73(2) is continuing and such liability continues till all the repayments are made. Therefore, the directors who joined subsequent to the impugned public issuance are also officers in default in not making the refund, if the company does not repay the money collected, as mandated in section 73(2) of the Companies Act, 1956. 9.6 I note that Smt. Polly Chatterjee who joined subsequent to the impugned issues, has not exercised necessary diligence after becoming director in the Company. Nor did she make any attempts to report the wrongdoings of the company to appropriate authorities. The very inaction by this director against the existing management (for violating the public issue norms as stipulated under the Companies Act, 1956 while making the offer and issuing the preference shares), even after the receipt of the interim order, leads one to conclude on a possible collusion at her end with the Company and its existing management.

Further, Smt. Polly Chatterjee has also not taken any steps to remedy the violations committed. Therefore, I hold Smt. Polly Chatterjee also to be 'officer in default' and hence liable for the contraventions found against the Company and also for the consequences of such violations. 9.7 Moreover, WAL and its present Directors, Shri Pradip Acharya, Shri Dibakar Mandal and Smt. Polly Chatterjee who were required to furnish complete and relevant information in respect of the Offer of Redeemable preference shares (as sought by SEBI letters/e – mail dated March 28, 2014 and May 14, 2014) have not provided any information despite a direction in the interim order to provide the same within 21 days from the date of receipt of interim Order. Though the copies of the orders could not be served, as mentioned in para 4.2 of this order, a public notification to that effect was given. 10.1 In view of the foregoing, the natural consequence of not adhering to the norms governing the issue of securities to the public and making repayments as directed under section 73(2) of the Companies Act, 1956, is to direct WAL and its Directors, viz. Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee, to refund the monies collected, with interest to such investors.

In view of the violations committed by the Company and its directors, to safeguard the interest of the investors who had subscribed to such preference shares issued by the Company and to further ensure orderly development of securities market, it also becomes necessary for SEBI to issue appropriate directions against the Company and the other noticees. 10.2 In view of the foregoing, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with Sections 11(1), 11(4), 11A and 11B thereof hereby issue the following directions: a) The Company, namely, Waris Agrotech (India) Limited and its directors Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee shall forthwith refund the money collected by the Company through the issuance of RPS, including the money collected from investors, till date, pending allotment of securities, if any, with an interest of 15% per annum compounded at half yearly intervals, from the date when the repayments became due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual payment. b) The repayments and interest payments to investors shall be effected only through Bank Demand Draft or Pay Order. c) Waris Agrotech (India) Limited and its present management is permitted to sell the assets of the Company only for the sole purpose of making the refund including interest, as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. d) Waris Agrotech (India) Limited and its directors Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee shall issue public notice, in all editions of two National Dailies (one English and one Hindi) and in one local daily (in Bengali) 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 coming into effect. e) After completing the aforesaid repayments, Waris Agrotech (India) Limited, Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee, shall file a report of such completion with SEBI, within a period of three months from the date of this order, certified by two independent peer reviewed Chartered Accountants who are in the panel of any public authority or public institution.

For the purpose of this Order, a peer reviewed

Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India ("ICAI"). f) In case of failure of Waris Agrotech (India) Limited and it directors Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee to comply with the aforesaid directions, SEBI, on the expiry of the three months period from the date of this order,- i. shall recover such amounts in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. ii. may initiate appropriate action against the Company, its promoters/directors and the persons/officers who are in default, including adjudication proceedings against them, in accordance with law. iii. would make a reference to the State Government/ Local Police to register a civil/ criminal case against the Company, its promoters, directors and its managers/ persons in-charge of the business and its schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation of public funds; and iv. would also make a reference to the Ministry of Corporate Affairs, to initiate the process of winding up of the Company g) Waris Agrotech (India) Limited and it directors Shri Pradip Acharya, Shri Dibakar Mandal, Shri Debasish Chatterjee and Smt. Polly Chatterjee are directed not to, directly or indirectly, access the securities market, by issuing prospectus, offer document or advertisement soliciting money from the public and are further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order, till the expiry of 4 years from the date of completion of refunds to investors as directed above. The above said directors are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, or any intermediary registered with SEBI from the date of this Order till the expiry of 4 years from the date of completion of refunds to investors. h) The above directions shall come into force with immediate effect.

11.1 This Order is without prejudice to any action, including adjudication and prosecution proceedings, that might be taken by SEBI in respect of the above violations committed by the Company, its promoters, directors and other key persons. 11.2 Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for information and necessary action. 11.3 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 with respect to the directions/restraint imposed above against the Company and the individuals.

Date :August 24th, 2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA