Order in the matter Torsa Agro Projects Limited

Under sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India Act, 1992, in the matter Torsa Agro Projects Limited (PAN: AACCT9099F) and its Directors, viz. Shri Arup Kumar Dey (DIN: 01585110; PAN: AFSPD0472J), Shri Arun Maji (DIN: 01591656; PAN: ALTPM2263M), Shri Ashish Kumar Dey (DIN: 01960755; PAN: AHEPD8514D), Shri Ranjit Chandra Pathak (DIN: 06512666; PAN: ANEPP8118P), Shri Pran Gobind Debnath (DIN: 06512700; PAN: AGSPD4319B), Smt. Nielhousanuo Angami (DIN: 05137311; PAN: AORPA2602M) and Shri Dipankar Medda (DIN: 06512759; PAN: AHJPM8312M) 1.1 Torsa Agro Projects Limited ("TAPL" or "Company"), having its Office at Kameshwari Road, West Khagra Bari, Cooch Behar, Kolkata–736101, West Bengal, was incorporated on March 7, 2008, with the ROC, Kolkata, West Bengal with CIN No. as U02001WB2007PLC118607. 1.2 Securities and Exchange Board of India ("SEBI") received two references dated May 8, 2013 and May 9, 2013 respectively, from the Office of the Director: Bureau of Investigation (E. O.), Assam: Srimantapur – Guwahati, alleging mobilization of funds through the issue of preference shares by TAPL. 1.3 On enquiry by SEBI, it was observed that TAPL had issued Cumulative Redeemable Preference Shares, to 204 persons in the year 2008-2009 ("hereafter referred to as Offer of CPS") and collected an amount of Rs. 8 lakhs, and to 385 persons and collected Rs. 21 lakhs in the year 2011-12. 2.1 The above said Offer of CPS 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 September 12, 2014 and issued directions mentioned therein against TAPL and its Directors, Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri

Pran Gobind Debnath, Nielhousanuo Angami and Shri Dipankar Medda. 2.2 Prima facie findings/allegations: In the said interim order the following prima facie findings/allegation were recorded. TAPL has made an Offer of CPS as shown in the following Table No.1. TAPL also collected Rs.1.24 crores towards share application money. Table No.1 Year Type of Date of No. of No. of Total Security Allotment securities persons to Amount ( in whom Crores) preference Approximate shares were allotted 2008 – Cumulative 27.06.2008 47,235 109 0.04 09 Preference 23.10.2008 46,950 95 0.04 Shares of at face value of Rs. 10 2011 – Cumulative 05.04.2011 2,01,990 385 0.21 12 Preference Shares of at face value of Rs. 10 TOTAL 2,96,175 589 0.29

2.3 The Offer of CPS 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) (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 TAPL. 2.4 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated September 12, 2014 with immediate effect. i. TAPL (PAN: AACCT9099F) shall not mobilize funds from investors through the Offer of 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. TAPL and its Directors, viz. Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Nielhousanuo Angami and Shri Dipankar Medda 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. TAPL and its abovementioned 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. TAPL shall provide a full inventory of all its assets and properties; v. TAPL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. TAPL and its abovementioned 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 Preference Shares, without prior permission from SEBI; vii. TAPL and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of Preference Shares, which are kept in bank account(s) and/or in the custody of TAPL; viii. TAPL shall furnish complete and relevant information (as sought by SEBI letters dated July 30, 2013; December 6, 2013 and January 30, 2014), within 21 days from the date of receipt of this Order. 3.1 Vide the said interim order TAPL and its abovementioned Directors were given the opportunity to file their reply, 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 copies of the said interim order were sent to the above mentioned entities by speed post vide letters dated September 12 2014. The copies of the order delivered to Smt Angami Nielhousanuo and Shri Prangobinda Debnath. However, the copy of the orders sent to TAPL, Shri

Arup Kumar Dey, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak and Shri Dipankar Medda were returned undelivered. As per material available on record, the status of delivery of copy of the order sent to Shri Arun Maji could not be ascertained. 4.2 Subsequently, vide notification dated April 14, 2015, published in newspaper Ananda Bazar Ptrika, and notification dated April 15, 2015 published in newspaper Times of India, TAPL 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. 4.3 Hearing and submissions: Neither TAPL nor the directors of TAPL availed the opportunity of hearing held on April 22, 2015. 4.4 Smt Angami Nielhousanuo, one of the directors, vide letters dated September 30, 2014 and April 23, 2015 submitted and stated that she was a director only for a brief period of time between August 7, 2011 and December 24, 2012 and further submitted that neither did she attend any board meeting nor did she sign any documents of the company. 4.5 Shri Prangobinda Debnath, another director filed his reply dated September 29, 2014 received on October 09, 2014 that he was a commission agent and he came to know that his name is appearing as director of TAPL appointed on December 20, 2012 in the ROC portal. He further submitted that he has resigned from the company as director, by submitting to the founder director, Mr. Arun Maji, a resignation letter dated April 29, 2013 addressed to the CMD of the company. The other noticees did not file their replies. 5.1 I have considered the allegations, and material on record including the documents annexed with the abovementioned references dated May 8, 2013 and May 9, 2013. 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 CPS ? 2. 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? 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed?

6.1 Whether the company came out with the Offer of CPS ?: I have perused the interim order dated September 12 ,2014 for the allegation of Offer of CPS. The company or the directors have not disputed the said issuance. 6.2 I have also perused the documents/ information obtained from the 'MCA 21 Portal'. On persual of the Form 2 for the allotment made on June 27, 2008, October 23, 2008 and April 5, 2011, it shows that TAPL had issued and allotted CPS as shown in the above Table No1. On perusal of the Balance sheet for the Financial Years 2009–10, 2010–11 and 2011–12, it is found that TAPL collected Rs. 1.24 Crores towards share application money. 6.3 On perusal of the Balance sheets of 2012-2013 and 2013-2014, it is disclosed that the company has redeemed preference shares to the tune of Rs. 27.06 lakhs. However, no proof of redemption was submitted by the company before SEBI. 7.1 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 by the noticees and mentioned in Issue No.2 are applicable to the offer made to the public.

Therefore, the primary question that arises for consideration is whether the issue of impugned cumulative preference shares is a public issue. At this juncture, reference may be made to section 67(1) & (3) of the Companies Act, 1956: "67. (1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary contained in this Act and subject also to the provisions of sub-sections (3) and (4), be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner. (2)any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitations to subscribe for them extended to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner.

(3) No offer or invitation shall be treated as made to the public by virtue of sub-section (1) or sub-section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as 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 (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation … Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).” 7.2 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. 85. 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) 7.3 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.

7.4 In the instant case, since the offer of CPS has been made by TAPL and allotment to 109 persons on June 27, 2008, 95 persons on October 23, 2008, in the financial year 2008-09 and 385 persons on April 5, 2011 in the year 2011-12, the offer of CPS falls within the first proviso of section 67(3) of Companies Act thereby such issues are deemed to be public issues and was mandated to comply with the 'public issue' norms as prescribed under the Companies Act, 1956. 7.5 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.

7.6 The allegation of non-compliance of the above provisions were not denied by the company or directors. Neither the company nor the directors produced any record to show that TAPL has 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, TAPL and the persons responsible for the issuance of the prospectus has not complied with Sections 56(1), 56(3) and 60 of the Companies Act, 1956. 7.7 Further, by issuing CPS to as stated in para 7.4 to more than forty nine persons, TAPL had to compulsorily list such securities in compliance with section 73 of the Companies Act, 1956. 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.

7.8 The allegation of non-compliance of the above provisions were not denied by the company or directors. I find that no records have been submitted to indicate that it has made an application seeking listing permission from stock exchange nor refunded the amounts on account of such failure. The company or the directors have not adduced any proof in support of the company's disclosure in the Company's Balance sheet of 2012-2013 and 2013-14 that it has redeemed Rs. 27.06 lakh worth of Preference shares. Moreover, the amount so collected is required under section 73(2) to be repaid 'forthwith' by the Company. The liability of the directors to repay starts on the eighth day from such failure of the company to repay. Thus, TAPL and the directors have contravened the said provisions. TAPL has not provided any records to show that the amount collected by TAPL are kept in a separate bank account. Therefore, I find that TAPL 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 7.9 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" 7.10 In the instant case, TAPL has issued cumulative preference shares to 109 persons on June 27, 2008 and to 95 persons on October 23, 2008, which are deemed to be public issue, when the DIP guidelines were in force. 7.11 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. 7.12 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, TAPL was also mandated to comply with the provisions of DIP Guidelines till such time they were in force. 7.13 Therefore, TAPL has not complied with the provisions of the DIP Guidelines in respect of its allotment made during 2008-09, 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 - dispatch 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). 7.14 In view of the foregoing findings, I am of the view that TAPL is engaged in fund mobilizing activity from the public, through the offer and issuance of CPS and has contravened the provisions of sections 56, 60 and 73 of the Companies Act, 1956 and the above provisions of DIP guidelines. 8.1 If the findings on question No.2 are found in the affirmative, who are liable for the violation committed?: Section 56(1) and 56(3) read with section 56(4) impose the liability on the company, its directors, and other persons responsible for the issuance of the prospectus for the compliance of the said provisions. The liability for non-compliance of Section 60 of the Companies Act, 1956 is on the company, and every person who is party to the non-compliance of issuing the prospectus as per the said section. 8.2 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 when the company becomes liable to repay, be 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 if the money is not repaid forthwith.

8.3 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. 8.4 In view of the provisions of law, TAPL and its Directors, viz. Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt Nielhousanuo Angami and Shri Dipankar Medda being the directors are responsible for the noncompliance of the above provisions. Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey 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 do not repay the money collected, as mandated in section 73(2) of the Companies Act, 1956. 8.5 I find from the “Register of directors, managing directors, manager and secretary,etc” of Ministry of Corporate Affairs, the dates of the appointment of the directors and the resignation is as shown in the following Table No.2 Table No.2 Date of Original Name of the Current appointment Date of date of Persons Designation at current cessation appointment designation Arun Maji Director 13/09/2007 13/09/2007 - Ashish kumar Dey Director 11/04/2008 11/04/2008 07/08/2011 Arup Kumar Dey Managing director 23/05/2008 13/09/2007 01/10/2012 Nielhousanuo Director 07/08/2011 07/08/2011 24/12/2012 Angami Pran Gobind Director 20/12/2012 20/12/2012 - Debnath Ranjit Chandra Director 20/12/2012 20/12/2012 - Pathak Dipankar Medda Director 26/02/2013 26/02/2013 - 8.6 Smt Angami Nielhousanuo, one of the directors, vide letters dated September 30, 2014 and April 23, 2015 submitted that she was a director only for a brief period of time between August 7, 2011 and December 24, 2012 and further submitted that neither did she attend any board meeting nor did she sign any document of the company.

It was submitted by her that she was not involved in the day-to-day affairs of the company. 8.7 I find from the extract of Register of directors, managing directors, manager and secretary,etc” of Ministry of Corporate Affairs, that Angami Nielhousanuo was a director from August 7, 2011 to December 24, 2012. 8.8 Prangobinda Debnath, another director filed his reply dated September 29, 2014 wherein he stated that he was a commission agent and he came to know that his name is shown as director of TAPL w.e.f December 20, 2012 in the ROC portal. He further submitted that he had resigned from the company as director, by submitting to the founder director Mr. Arun Maji, a resignation letter dated April 29, 2013 addressed to the CMD of the company (Annex A of Letter dated September 29, 2014). It was also submitted that he sent through e-mail to the company the fact of his resignation vide his letter dated April 28, 2014(Annex B of Letter dated September 29, 2014). He also annexed a copy of the letter dated May 20, 2014 sent by him to the Registrar of companies (claimed to be sent in response to the letter of June 26, 2013) and a copy of letter dated May 20, 2014 sent in response to the SEBI letter dated January 30, 2014, wherein it is stated that by going through the ROC portal, his name is appearing as director since December 20, 2012, without his consent.

8.9 I find from the extract of the “Register of directors, managing directors, manager and secretary,etc” of Ministry of Corporate Affairs, that Shri Prangobinda Debnath was director of TAPL from December 20, 2012 till today. I find that Shri Prangobinda Debnath is taking various contradictory positions in respect of his resignation. In his letter dated May 20, 2014 sent to ROC and SEBI, he stated that he submitted his resignation letter on February 27, 2013. However he submitted no proof for this letter to SEBI. However in letter dated Sep 29, 2014 sent to SEBI pursuant to the interim order, he stated that his resignation letter is dated April 29, 2013. He also enclosed a copy of handwritten resignation letter dated February 02, 2014 along with the letter dated September 29, 2014. In the hand written resignation letter, there was no mention of his being appointed as director without his knowledge. It does not stand to reason if he had already resigned vide his letter dated February 27, 2013 or April 29, 2013 why he should write again a hand written letter after a year without making any mention of his previous letters therein.

It appears that the previous letter dated February 27, 2013 and April 29, 2013 are only an afterthought to introduce the claim of his appointment without his knowledge. Given the extract of “Register of directors, managing directors, manager and secretary,etc” of Ministry of Corporate Affairs wherein he is not shown as a resigned director, I find that the documentary proof adduced by Shri Prangobinda Debnath are not credible. Even otherwise, in view of the company's continuing liability, Shri Prangobinda

Debnath who has joined as director subsequent to the impugned issue also becomes liable for refund. 9.1 Shri Pran Gobind Debnath, Shri Ranjit Chandra Pathak, Shri Dipankar Medda and Smt. Nielhousanuo Angami being the directors who have joined subsequent to the impugned allotment, have failed to report the wrong doings of the Company. The very inaction by them against the previous management (for violating the public issue norms as stipulated under the Companies Act, 1956 while making the offer and issuing of the preference shares), even after the receipt of the interim order, leads one to conclude on a possible collusion at their end with the Company and its previous management. Further, Shri Pran Gobind Debnath, Shri Ranjit Chandra Pathak, Shri Dipankar Medda and Smt. Nielhousanuo Angami have also not taken any steps to remedy the violations committed. Therefore, I hold, Shri Pran Gobind Debnath, Shri Ranjit Chandra Pathak, Shri Dipankar Medda and Smt. Nielhousanuo Angami also to be 'officers in default' and hence liable for the contraventions found against the Company and also for the consequences of such violations. 9.2 Therefore, 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 the TAPL and its Directors, viz. Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt. Nielhousanuo Angami and Shri Dipankar Medda, 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. 9.3 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, Torsa Agro Projects Limited and its directors Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit

Chandra Pathak, Shri Pran Gobind Debnath, Smt.Nielhousanuo Angami and Shri Dipankar Medda 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. If the Company had redeemed the preference shares to the tune of Rs. 27.06 lakhs to its investors along with promised returns as per provisions of paragraph 9.3(b) above, the above directions shall be applicable for the amounts due to be returned to remaining investors. However, such repayments/redemption as disclosed in the Balance sheet of the Company, shall be certified by Chartered Accountants, as directed in sub-paragraph (f) below. d. Torsa Agro Projects Limited and its present management is permitted to sell the assets of the Company only for the sole purpose of making the repayments including interest, as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. e. Torsa Agro Projects Limited and its directors Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt.Nielhousanuo Angami and Shri Dipankar Medda 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. f. After completing the aforesaid repayments, Torsa Agro Projects Limited and its directors, Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt. Nielhousanuo Angami and Shri Dipankar Medda, 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"). g. Torsa Agro Projects Limited and its directors namely, Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt. Nielhousanuo Angami and Shri Dipankar Medda are directed to provide a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form. h. In case of failure of Torsa Agro Projects Limited and its directors Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt. Nielhousanuo Angami and Shri Dipankar Medda 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 i. Torsa Agro Projects Limited and its directors, namely, Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Smt. Nielhousanuo Angami and Shri Dipankar Medda 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. j. The above directions shall come into force with immediate effect. 10.1 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. 10.2 Copy of this Order shall be forwarded to the recognized stock exchanges and depositories for information and necessary action. 10.3 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 14th, 2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA