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WTM/SR/ERO/52/08/2014

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI
CORAM: S. RAMAN, WHOLE TIME MEMBER

ORDER

Un!" S!#$%&n' 11, 11(4), 11A *n 11B &+ $,! S!#-"%$%!' *n E.#,*n/! B&*" &+ In%* A#$,
1002, %n $,! 1*$$!" &+ 2"&/"!'' C-3$%4*$%&n L%1%$! *n %$' D%"!#$&"', 4%5. S,"% S&-4%6
M%'$"7 (DIN: 02588012), S,"% B%6*', H&93*!" (DIN: 02588018) *n S,"% A:&7 D*'
(DIN: 05221852).


1. Securities and Exchange Board of India ("SEBI") received a complaint dated March 14
!"14 from an investor alleging illegal mo#ili$ation of funds #% &rogress 'ultivation
(imited ("2CL").

!.1 )hereafter SEBI vide letter dated *pril + !"14 advised &'( to furnish the follo,ing
information ,ithin 1- da%s from the date of receipt of the aforesaid letter vi$. .

i. 'op% of the Memorandum and *rticles of *ssociation of the compan%/
ii. 'op% of *udited *nnual *ccounts of the compan% for the last 0 %ears/
iii. 1ame addresses and occupation of all the promoters2directors of the compan%/
iv. 1ames and details of the 3e% Managerial &ersonnel of the compan%/
v. 4ther information in respect of ever% series of de#entures2shares issued #% the
compan% vi$. .
a. 'op% of &rospectus25ed 6erring &rospectus2Statement in lieu of
&rospectus2Information Memorandum filed ,ith 5egistrar of 'ompanies
("ROC") for issuance of de#entures2shares/
#. 7ate of opening and closing of the su#scription list/
c. 7etails regarding the num#er of application forms circulated inviting
su#scription/
d. 7etails regarding the num#er of applications received/
e. 7etails regarding the num#er of allottees and list of such allottees/
f. 1um#er of de#entures2shares allotted and value of such allotment against each
allottee8s name.
g. 7etails regarding su#scription amount raised/
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h. 7ate of allotment of de#entures2shares/
i. 'opies of the minutes of Board2'ommittee meeting in ,hich the resolution has
#een passed for allotment/
9. 7ate of dispatch of de#enture2share 'ertificates/
:. 7etails of the total num#er of applicants for each of &'(8s scheme #esides the
list of final allottee/
l. 'opies of application forms pamphlets advertisements and other promotional
material circulated for issuance of de#enture2shares/
m. )erms and conditions of the issue of de#enture2shares.
n. ;hether the compan% has applied for listing of its securities ,ith an% of the
stoc: exchanges<
o. 'op% of =orm ! and =orm 1" filed ,ith the 54' (along,ith all the
attachments)/
p. 7etails of de#enture trustee etc.

!.! &'( replied to SEBI vide letter dated *pril !4 !"14 ,herein ,hile see:ing an extension
of !- ,or:ing da%s for su#mission of the a#ovementioned information it provided the
follo,ing>

a. 'op% of the Memorandum and *rticles of *ssociation of the compan%.
#. 'op% of *udited *nnual *ccounts of the compan% for the last 0 %ears/
c. 1ame addresses and occupation of all the promoters2directors of the compan%.

!.0 )hereafter vide letter dated ?une @ !"14 &'( informed that> "Our company has already
submitted an application for settlement to SEBI, Mumbai pursuant to Regulation 3 of the Securities
and Echange Board of India !Settlement of "dministrati#e and $i#il Proceedings% Regulations, &'()
!"S!$$3!1!n$ R!/-3*$%&n'"% along*ith all information, supporting documents, enclosures and
prescribed fee of +''' by demand draft on &,-'+-&'()-" Aide another letter dated ?ul% ! !"14
&'( reiterated that it had alread% filed an application for settlement to SEBI under the
Settlement 5egulations. I note that the aforementioned application has #een returned to
&'( in terms of 5egulation -(1)(d) of the Settlement 5egulations.

0. )he material availa#le on record i.e. correspondences exchanged #et,een SEBI and &'(
along,ith the documents contained therein/ information o#tained from the .M$" &(
Portal. have #een perused. 4n an examination of the same it is o#served that .
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i. &'( ,as incorporated on March !- !""B ,ith the 54' 3ol:ata ;est Bengal
,ith 'I1 1o. as C"14"";B!""B&('104!4". &'(8s 5egistered 4ffice is at Moon
Sun *partment =lat . 7 !
nd
=loor 3ol:ata.D"""-! ;est Bengal India.

ii. )he 7irectors in &'( are Shri Souvi: Mistr% Shri Bi:ash 6o,lader and Shri *9o%
7as.

iii. &'( issued "Redeemable Preference Shares" ("I''-! &+ R2S") to a large num#er of
investors during the =inancial Eears !""B.1" !"1".11 and !"11.1! details of
,hich are provided #elo, F


<!*" T7=! &+ S!#-"%$7 N&. &+ =!"'&n' $& 9,&1
R2S 9!"! *33&$$!
T&$*3 A1&-n$
( %n C"&"!')

!""B . 1"

&reference Shares

!4+

".!-

!"1" . 11

&reference Shares

1-!4

1.@1

!"11 . 1!

&reference Shares

140


".!!
T&$*3 1015

2.0>

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4.1 In the context of the a#ovementioned details of the Issue of RPS the issue for
determination in the instant matter is ,hether the mo#ili$ation of funds #% &'( through
the aforesaid is in accordance ,ith the provisions of the SEBI *ct 1BB! ("SEBI A#$")/
the 'ompanies *ct 1B-@ read ,ith the 'ompanies *ct !"10.

4.! I note that the 9urisdiction of SEBI over various provisions of the 'ompanies *ct in the
case of pu#lic companies ,hether listed or unlisted ,hen the% issue and transfer
securities flo,s from the provisions of Section --* of the 'ompanies *ct. ;hile
examining the scope of Section --* of the 'ompanies *ct 1B-@ the 6on8#le Supreme
'ourt of India in S*,*"* In%* R!*3 E'$*$! C&"=&"*$%&n L%1%$! ? O"'. 4'. SEBI
(C%4%3 A==!*3 n&. 081; &+ 2011) (@-/1!n$ *$! A-/-'$ ;1, 2012) (hereinafter
referred to as the "S*,*"* C*'!"), had o#served that>

"/e, therefore, hold that, so far as the pro#isions enumerated in the opening portion of Section ++" of
the $ompanies "ct, so far as they relate to issue and transfer of securities and non0payment of di#idend is
concerned, SEBI has the po*er to administer in the case of listed public companies and in the case of
those public companies *hich intend to get their securities listed on a recogni1ed stoc2 echange in India-"

4.0 In this regard .

i. 5eference is also made to Sections @D(1) and @D(0) of the 'ompanies *ct 1B-@
,hich are reproduced as under>

"34- !(% "ny reference in this "ct or in the articles of a company to offering shares or debentures to
the public shall, sub5ect to any pro#ision to the contrary contained in this "ct and sub5ect also to the
pro#isions of sub0sections !3% and !)%, be construed as including a reference to offering them to any
section of the public, *hether 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% 6o offer or in#itation shall be treated as made to the public by #irtue of sub0 section !(% or sub0
section !&%, as the case may be, if the offer or in#itation can properly be regarded, in all the
circumstances0
!a% as not being calculated to result, directly or indirectly, in the shares or debentures becoming
a#ailable for subscription or purchase by persons other than those recei#ing the offer or in#itation7 or
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!b% other*ise as being a domestic concern of the persons ma2ing and recei#ing the offer or in#itation
8
2"&4%! that nothing contained in this sub0section shall apply in a case *here the offer or
in#itation to subscribe for shares or debentures is made to fifty persons or more9
2"&4%! +-"$,!" that nothing contained in the first pro#iso shall apply to non0ban2ing financial
companies or public financial institutions specified in section )" of the $ompanies "ct, (:+3 !( of
(:+3%-;

ii. ;hile examining the scope of Section @D of the 'ompanies *ct 1B-@ the 6on8#le
Supreme 'ourt of India in the Sahara $ase o#served that>

"Section 34!(% deals *ith the offer of shares and debentures to the public and Section 34!&% deals
*ith in#itation to the public to subscribe for shares and debentures and ho* those epressions are to
be understood, *hen reference is made to the "ct or in the articles of a company- <he emphasis in
Section 34!(% and !&% is on the =section of the public;- Section 34!3% states that no offer or
in#itation shall be treated as made to the public, by #irtue of subsections !(% and !&%, that is to any
section of the public, if the offer or in#itation is not being calculated to result, directly or indirectly, in
the shares or debentures becoming a#ailable for subscription or purchase by persons other than those
recei#ing the offer or in#itation or other*ise as being a domestic concern of the persons ma2ing and
recei#ing the offer or in#itations- Section 34!3% is, therefore, an eception to Sections 34!(% and !&%-
If the circumstances mentioned in clauses !(% and !b% of Section 34!3% are satisfied, then the
offer>in#itation *ould not be treated as being made to the public-
<he first pro#iso to Section 34!3% *as inserted by the $ompanies !"mendment% "ct, &''' *-e-f-
(3-(&-&''', *hich clearly indicates, nothing contained in Sub0section !3% of Section 34 shall apply
in a case *here the offer or in#itation to subscribe for shares or debentures is made to fifty persons or
more- 8
Resultantly, if an offer of securities is made to fifty or more persons, it *ould be deemed to be a
public issue, e#en if it is of domestic concern or pro#ed that the shares or debentures are not a#ailable
for subscription or purchase by persons other than those recei#ed the offer or in#itation- 8
I may, therefore, indicate, sub5ect to *hat has been stated abo#e, in India that any share or
debenture issue beyond forty nine persons, *ould be a public issue attracting all the rele#ant
pro#isions of the SEBI "ct, regulations framed thereunder, the $ompanies "ct, pertaining to the
public issue- 8"

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iii. In the instant matter for ascertaining ,hether the Issue of RPS is a pu#lic issue or an
issue on private placement #asis in accordance ,ith Section @D of the 'ompanies
*ct 1B-@ the num#er of su#scri#ers is of utmost importance.

a. Cnder the Issue of RPS, it is o#served that during the =inancial Eears !""B.1"
!"1".11 and !"11.1! &'( allotted RPS to !4+ 1-!4 and 140
individuals2investors respectivel% and mo#ili$ed funds amounting to
approximatel% !."D 'rores. )he num#er of allotments made during the
aforesaid =inancial Eears ,hen vie,ed in light of refusal to su#mit complete
and relevant information to SEBI #% &'( and its 7irectors ,ould prima facie
indicate that the Issue of RPS ,as a pu#lic issue of securities and prima facie
indicate that the num#er of persons to ,hom such Issue ,as made ,as a#ove
the limit of fort%.nine persons as prescri#ed under Section @D(0) of the
'ompanies *ct 1B-@.

#. &'( is not stated to #e a nonF#an:ing financial compan% or a pu#lic financial
institution ,ithin the meaning of Section 4* of the 'ompanies *ct 1B-@ and
therefore is not covered under the second pro#iso to Section @D(0) of the
'ompanies *ct 1B-@.

c. In vie, of the a#ove the Issue of RPS during the during the =inancial Eears
!""B.1" !"1".11 and !"11.1! ,ould prima facie Gualif% as a pu#lic issue under
the first proviso to Section @D(0) of the 'ompanies *ct 1B-@. In this regard it
is pertinent to note that #% virtue of Section --* of the 'ompanies *ct Section
@D of that *ct so far as it relates to issue and transfer of securities shall also #e
administered #% SEBI.

4.4 I note that .

i. =rom the a#ovementioned it ,ill follo, that since the Issue of RPS is a pu#lic issue
of securities such securities shall also have to #e listed on a recogni$ed stoc:
exchange as mandated under Section D0 of the 'ompanies *ct 1B-@. In this regard
reference is made to Sections D0 of the 'ompanies *ct 1B-@ of ,hich su#FSections
(1) (!) and (0) are relevant for the instant case ,hich is reproduced as under>

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"43- !(% E#ery company intending to offer shares or debentures to the public for subscription by the
issue of a prospectus shall, before such issue, ma2e an application to one or more recognised stoc2
echanges for permission for the shares or debentures intending to be so offered to be dealt *ith in the
stoc2 echange or each such stoc2 echange-
!("% 8
!&% /here the permission has not been applied under subsection !(% or such permission ha#ing been
applied for, has not been granted as aforesaid, the company shall forth*ith repay *ithout interest all
moneys recei#ed from applicants in pursuance of the prospectus, and, if any such money is not repaid
*ithin eight days after the company becomes liable to repay it, the company and e#ery director of the
company *ho is an officer in default shall, on and from the epiry of the eighth day, be 5ointly and
se#erally liable to repay that money *ith interest at such rate, not less than four per cent and not
more than fifteen per cent, as may be prescribed, ha#ing regard to the length of the period of delay in
ma2ing the repayment of such money-
!3% "ll moneys recei#ed as aforesaid shall be 2ept in a separate ban2 account maintained *ith a
Scheduled Ban2 ( ?until the permission has been granted, or *here an appeal has been preferred
against the refusal to grant such- permission, until the disposal of the appeal, and the money
standing in such separate account shall, *here the permission has not been applied for as aforesaid
or has not been granted, be repaid *ithin the time and in the manner specified in sub0 section !&%@7
and if default is made in complying *ith this sub0 section, the company, and e#ery officer of the
company *ho is in default, shall be punishable *ith fine *hich may etend to fi#e thousand rupees-;

ii. In the Sahara $ase the 6on8#le Supreme 'ourt of India also examined Section D0 of
the 'ompanies *ct 1B-@ ,herein it o#served that .

"Section 43!(% of the "ct casts an obligation on e#ery company intending to offer shares or
debentures to the public to apply on a stoc2 echange for listing of its securities- Such companies
ha#e no option or choice but to list their securities on a recogni1ed stoc2 echange, once they in#ite
subscription from o#er forty nine in#estors from the public- If an unlisted company epresses its
intention, by conduct or other*ise, to offer its securities to the public by the issue of a prospectus, the
legal obligation to ma2e an application on a recogni1ed stoc2 echange for listing starts- Sub0section
!("% of Section 43 gi#es indication of *hat are the particulars to be stated in such a prospectus-
<he conseAuences of not applying for the permission under sub0section !(% of Section 43 or not
granting of permission is clearly stipulated in sub0section !3% of Section 43- Obligation to refund the
amount collected from the public *ith interest is also mandatory as per Section 43!&% of the "ct-
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Bisting is, therefore, a legal responsibility of the company *hich offers securities to the public,
pro#ided offers are made to more than +' persons-"

iii. In the facts of the instant case since the Issue of RPS ,as made to fift% persons or
more #% &'( the same ,ill attract the reGuirement of compulsor% listing #efore a
recogni$ed stoc: exchange in terms of Section D0(1) of the 'ompanies *ct 1B-@. It
therefore prima facie appears that &'( has violated the provisions of Section D0(1) of
the 'ompanies *ct 1B-@ since it has failed to ensure listing ,ith a recognised stoc:
exchange of the securities issued under the Issue of RPS.

iv. *s per Section D0(!) of the 'ompanies *ct 1B-@ the o#ligation to refund the
amount ,ith interest that ,as collected from investors under the Issue of RPS is
mandator% on &'(. =urther Section D0(0) of 'ompanies *ct 1B-@ sa%s that all
mone%s received shall #e :ept in a separate #an: account maintained ,ith a
Scheduled Ban: and if default is made in compl%ing ,ith this su#FSection the
compan% and ever% officer of the compan% ,ho is in default shall #e punisha#le
,ith fine ,hich ma% extend to five thousand rupees.

In this context from the Balance Sheets for the %ear ended March 01 !"11
March 01 !"1! and March 01 !"10 it is o#served that &'( mo#ili$ed
significant monetar% amounts ,hich have #een recorded as share application
mone% pending allotment for an undul% long period of time. 7etails of the same
are provided #elo, .

SHARE A22LICATION MONE< ( IN CRORES)
AIND OF SECURITIES !"1".11 !"11.1! !"1!.10
EBUIT< SHARES 1I( ".-0 1.D"
2REFERENCE SHARES !.-D 4."@ D."B
TOTAL 2.5> 4.50 8.>0

In this regard there is no evidence on record to indicate ,hether or not &'(
has paid interest to the investors ,here such RPS are not allotted ,ithin + da%s
under the Issue of RPS and ,hether or not funds received from the investors
under such Issue has #een :ept in separate #an: account #% &'(, as per the
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aforesaid Sections. In vie, of the same I find that &'( has prima facie not
complied ,ith the provisions of Sections D0(!) . D0(0) of the 'ompanies *ct
1B-@.

4.- Cnder Section !(0@) read ,ith Section @" of the 'ompanies *ct 1B-@ a compan% needs
to register its prospectus ,ith the 54' #efore ma:ing a pu#lic offer or issuing the
prospectus. *s per the aforesaid Section !(0@) =prospectus; means an% document
descri#ed or issued as a prospectus and includes an% notice circular advertisement or
other document inviting deposits from the pu#lic or inviting offers from the pu#lic for
the su#scription or purchase of an% shares in or de#entures of a #od% corporate. *s
mentioned a#ove since the Issue of RPS ,as made to fift% persons or more it has to #e
construed as a pu#lic offer. 6aving made a pu#lic offer &'( ,as reGuired to register a
prospectus ,ith the 54' under Section @" of the 'ompanies *ct 1B-@. Based on the
material availa#le on record I find that &'( has not complied ,ith the provisions of
Section @" of 'ompanies *ct 1B-@.

4.@ Cnder Section -@(1) of the 'ompanies *ct 1B-@ ever% prospectus issued #% or on
#ehalf of a compan% shall state the matters specified in &art I and set out the reports
specified in &art II of Schedule II of that *ct. =urther as per Section -@(0) of the
'ompanies *ct 1B-@ no one shall issue an% form of application for shares in or
de#entures of a compan% unless the form is accompanied #% a#ridged prospectus
contain disclosures as specified. Based on the material availa#le on record I find that
&'( has not complied ,ith the provisions of Section -@(1) and -@(0) of the 'ompanies
*ct 1B-@ and therefore has prima facie violated the aforesaid provisions.

4.D *s per Section 4@-(1) of the 'ompanies *ct !"10 the 'ompanies *ct 1B-@ "shall stand
repealed". 6o,ever Section 4@-(!)(i) of the 'ompanies *ct !"10 provides that>

"!&%6ot*ithstanding the repeal under sub0section !(% of the repealed enactments,C
!a% anything done or any action ta2en or purported to ha#e been done or ta2en, including any rule,
notification, inspection, order or notice made or issued or any appointment or declaration made or any
operation underta2en or any direction gi#en or any proceeding ta2en or any penalty, punishment,
forfeiture or fine imposed under the repealed enactments shall, insofar as it is not inconsistent *ith the
pro#isions of this "ct, be deemed to ha#e been done or ta2en under the corresponding pro#isions of this
"ct7"
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4.+ In addition to the a#ove the follo,ing ma% also #e noted in respect of the Issue of RPS
made #% &'( .

i. =rom the Balance Sheets for the %ear ended March 01 !"11 and March 01 !"1! it
is o#served that the preference share capital ,as !."1 'rores and !.!! 'rores
respectivel%. 6o,ever as per =orm ! (filed #% &'( ,ith the 54' 3ol:ata) it is
o#served that an amount of 1.+@ 'rores and !."D 'rores has #een indicated as
preference share capital for the =inancial Eears !"1".11 and !"11.1! respectivel%.
It therefore appears that &'( has su#mitted contradictor% information in respect of
its preference share capital.

4.B Cpon a consideration of the aforementioned paragraphs I am of the vie, that &'( is
prima facie engaged in fund mo#ilising activit% from the pu#lic through the Issue of RPS
and a result of the aforesaid activit% has violated the aforementioned provisions of the
'ompanies *ct 1B-@ (Section -@ Section @" read ,ith Section !(0@) Section D0) read
,ith Section 4@- of the 'ompanies *ct !"10.

-. SEBI8s po,ers under Sections 11 11* 11B and 11(4) of the SEBI *ct as interpreted #%
9udicial authorit% are not fettered #% an% other la, including the 'ompanies *ct and in
vie, of the provisions of Section --* of the 'ompanies *ct 1B-@ read ,ith Section 4@-
of the 'ompanies *ct !"10 administrative authorit% on the su#9ects relating to pu#lic
issue of securities is exclusivel% ,ith SEBI. =or this purpose SEBI can exercise its
9urisdiction under Sections 11(1) 11* 11B and 11(4) of the SEBI *ct read ,ith Section
--* of the 'ompanies *ct 1B-@ and Section 4@- of the 'ompanies *ct !"10 over
companies ,ho issue securities to fift% persons or more #ut do not compl% ,ith the
applica#le provisions of the aforesaid 'ompanies *cts.

@. &rotecting the interests of investors is the foremost mandate for SEBI and therefore
steps have to #e ta:en in the instant matter to ensure onl% legitimate fund raising
activities are carried on #% &'( and no investors are defrauded. In light of the same I
find there is no other alternative #ut to ta:e recourse through an interim action against
&'( and its 7irectors for preventing that compan% from further carr%ing on ,ith its
fund mo#ilising activit% under the Issue of RPS.

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D. In vie, of the foregoing I in exercise of the po,ers conferred upon me under Sections
11 11(4) 11* and 11B of the SEBI *ct here#% issue the follo,ing directions .

i. &'( shall not mo#ili$e funds from investors through the Issue of RPS or through the
issuance of eGuit% shares or an% other securities to the pu#lic and2or invite
su#scription in an% manner ,hatsoever either directl% or indirectl% till further
directions/
ii. &'( and its 7irectors vi$. Shri Souvi: Mistr% (7I1> "!-@@"1!) Shri Bi:ash
6o,lader (7I1> "!-@@"1@) and Shri *9o% 7as (7I1> "-!!1@-!) are prohi#ited
from issuing prospectus or an% offer document or issue advertisement for soliciting
mone% from the pu#lic for the issue of securities in an% manner ,hatsoever either
directl% or indirectl% till further orders/
iii. &'( and its a#ovementioned 7irectors are restrained from accessing the securities
mar:et and further prohi#ited from #u%ing selling or other,ise dealing in the
securities mar:et either directl% or indirectl% till further directions/
iv. &'( shall provide a full inventor% of all its assets and properties/
v. &'(8s a#ovementioned 7irectors shall provide a full inventor% of all their assets and
properties/
vi. &'( and its a#ovementioned 7irectors shall not dispose of an% of the properties or
alienate or encum#er an% of the assets o,ned2acGuired #% that compan% through the
Issue of RPS, ,ithout prior permission from SEBI/
vii. &'( and its a#ovementioned 7irectors shall not divert an% funds raised from pu#lic
at large through the Issue of RPS, ,hich are :ept in #an: account(s) and2or in the
custod% of &'(/
viii. &'( and its a#ovementioned 7irectors shall ,ithin !1 da%s from the date of receipt
of this 4rder provide SEBI ,ith all relevant and necessar% information as sought
vide SEBI letter dated *pril + !"14 in respect of the Issue of RPS-

+. )he a#ove directions shall ta:e effect immediatel% and shall #e in force until further
orders.

B. )he prima facie o#servations contained in this 4rder are made on the #asis of the material
availa#le on record i.e. correspondences exchanged #et,een SEBI and &'( along,ith
the documents contained therein/ information o#tained from the .M$" &( Portal.. In this
context &'( and its a#ovementioned 7irectors ma% ,ithin !1 da%s from the date of
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receipt of this 4rder file their repl% if an% to this 4rder and ma% also indicate ,hether
the% desire to avail themselves an opportunit% of personal hearing on a date and time to
#e fixed on a specific reGuest made in that regard.

1". )his 4rder is ,ithout pre9udice to the right of SEBI to ta:e an% other action that ma% #e
initiated against &'( and its a#ovementioned 7irectors in accordance ,ith la,.



23*#!: M-1C*% S. RAMAN
D*$!: A-/-'$ 14, 2014 WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA


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