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WTM/SR/GLO/58/08/2014

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

ORDER

U!"# S"$%&'( 11, 11)4*, 11A +! 11B ', %-" S"$.#&%&"( +! E/$-+0" B'+#! ', I!&+ A$%,
1112, & %-" 2+%%"# ', A2#&% 3#'4"$%( )N. E.* L&2&%"! +! &%( D&#"$%'#(, 5&6. S-#& 7+&8+(-
C-+! D.4+#& )DIN: 00928:42*, S-#& S+(+;+ R'< S+#;+# )DIN: 03345094*, S-#& B+#.
7.2+# D" )DIN: 05115240*, S-#& R+4+ 7.2+# C-'=!-.#< )DIN: 095112:5*, S-#& 7+8&
7&(-'#" B+0$-& )DIN: 009018:1*, S-#& N&(-+% 3#+;+(- )DIN: 00910:1:*, S-#& D">!+(
C-+%%"#4"" )DIN: 05112408*, S-#& S<"! 7+6&2 R+6+ )DIN: 051:2:20*, S-#& ?+2&8 A-2"!
F+#''@.& )DIN: 051:2:08* +! S-#& M+-+22+! A6+2 7-+ )DIN: 0144109:*.


1. Securities and Exchange Board of India ("SEBI") received a complaint on January !"
#!1$" from an investor alleging mo%ili&ation of funds %y 'mrit (ro)ects (*. E.) +imited
("A3NEL").

#.1 ,hereafter" SEBI vide letter dated -e%ruary 1#" #!1$" advised '(*E+ to furnish the
follo.ing information .ithin 1/ days from the date of receipt of the aforesaid letter" vi&.
0

i. 1opy of the 2emorandum and 'rticles of 'ssociation of the company3
ii. 1opy of 'udited 'nnual 'ccounts of the company for the last years3
iii. 1opies of 'nnual 4eturns filed %y the company for the last years3
iv. 1opies of 1ompliance 1ertificate filed %y the company for the last years3
v. *ame" addresses and occupation of all the promoters5directors of the company3
vi. *ames and details of the 6ey 2anagerial (ersonnel of the company3
vii. 7ther information in respect of every series of redeema%le preference shares
("R3S") issued %y the company" vi&. 0
a. 1opy of (rospectus54ed 8erring (rospectus5Statement in lieu of
(rospectus5Information 2emorandum filed .ith 4egistrar of 1ompanies
("ROC")3
%. 1onfirmation of having made an 'pplication for listing3
c. 1opy of -orm # filed .ith 4713
d. 9ate of opening and closing of the su%scription list3
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e. 9etails regarding the num%er of application forms circulated inviting
su%scription3
f. 9etails regarding the num%er of applications received3
g. 9etails regarding the num%er of allottees and list of such allottees" etc.3
h. *um%er of RPS allotted and value of such allotment against each allottee:s
name.
i. 9etails regarding su%scription amount raised3
). 9ate of allotment of RPS3
;. 1opies of the minutes of Board51ommittee meeting in .hich the resolution has
%een passed for allotment3
l. 9ate of dispatch of RPS 1ertificates3
m. 9etails of the total num%er of applicants for each of '(*E+:s scheme %esides
the list of final allottee3
n. 1opies of application forms" pamphlets" advertisements and other promotional
material circulated for issuance of RPS3
o. ,erms and conditions of the issue of RPS.

#.# '(*E+ replied to the a%ovementioned letter vide its letter dated -e%ruary #/" #!1$"
.herein .hile providing copy of the 2emorandum and 'rticles of 'ssociation" 'udited
'nnual 'ccounts for the last years" *ame5addresses of all its 9irectors" it inter alia
stated<

a. "We like to mention over here that the Company is not engaged in any Non Banking Finanial
ativity in any !ay. "he Company has never offered its shares to the p#$li for s#$sription vide any
sort of Prospet#s or Red %erring Prospet#s and !hatever money has $een raised are stritly on
private plaement $asis to meet the demand of long term apital investment of the ompany.
$. "he offer to iss#e preferene shares !as made to parti#lar addresses and !as made to parti#lar
addressees and !as meant to $e aepted only $y the said addressees. "h#s& there !ere as many
n#m$er of appliations reeived as there !ere n#m$er of allottees.
. 't is h#m$ly s#$mitted that the offer of preferene shares !ere the domesti onern of the Company
and !as meant only for those people to !hom it !as intended. 'n other !ords& it !as made to a
parti#lar addressee and !as meant to $e aepted only $y the said addressee. "h#s& the offer !as a
private offer !ithin the meaning of Setion ()*+) of the *Companies) ,t. 't is h#m$ly s#$mitted
that the shares of the Company !ere offered and allotments !ere made on private plaement $asis in
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d#e ompliane !ith the provisions of the Companies ,t& -./( and the provisions as ontained in
Setion )+ of the *Companies) ,t& !as not applia$le to the Company."

#. ,hereafter" SEBI" vide letter dated 2ay !" #!1$" once again sought the information
(sought vide its letter dated -e%ruary 1#" #!1$) from '(*E+. In this regard" '(*E+
replied vide letter dated June !" #!1$" .herein it provided details regarding the RPS
issued %y it.

. ,he material availa%le on record i.e. correspondences exchanged %et.een SEBI and
'(*E+ along.ith the documents contained therein3 information o%tained from the
2inistry of 1orporate 'ffairs: .e%site i.e. 01C, 2- Portal0 along.ith information
for.arded %y the 471" Shillong& have %een perused. 7n an examination of the same" it
is o%served that 0

i. '(*E+ .as incorporated on July !=" #!!=" .ith 1I* *o. as
>$!1!1'S#!!=(+1!!?$#@. '(*E+:s 4egistered 7ffice is at /?" Shima (la&a" #nd
-loor" >lu%ari 1hariali" A. S. 4oad" Au.ahati" 'ssam0=?1!!=" India.

ii. ,he 9irectors in '(*E+ are Shri 6ailash 1hand 9u)ari" Shri Sasan;a 4oy Sar;ar"
Shri Barun 6umar 9e and Shri 4an)an 6umar 1ho.dhury. Shri 6ali 6ishore
Bagchi" Shri *ishant (ra;ash" Shri 9e%das 1hatter)ee" Shri Syed 6a&im 4a&a" Shri
Jamil 'hmed -arooBui and Shri 2ahammad '&am 6han" .ho .ere earlier
9irectors in '(*E+" have since resigned.

iii. '(*E+ issued "Redeema$le Preferene Shares" ("O,,"# ', R3S") in accordance .ith
inter alia the follo.ing terms and conditions 0

a. ",llotment of Redeema$le Preferene Shares !ill $e made !ithin +3 days from the date of
reeipt of appliation. "he 4etter of ,llotment5Redeema$le Preferene Share Certifiate*s) !ill
$e delivered to the First5Sole ,ppliation at the address given.
$. "he 6ffer is $eing made on a private plaement $asis and annot $e aepted $y any person other
than to !hom it has $een offered. F#rther& this 6ffer annot $e transferred or reno#ned in
anyone0s favo#r.
c. "his appliation is not an offer to the p#$li in general to s#$sri$e and this do#ment is m#st
for private ir#lation only for iss#e of instr#ments on private plaement $asis.
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d. "he payment of mat#rity amo#nt and all the ret#rns as mentioned in the do#ments are tentative
in nat#re."

iv. ,he details of plan launched %y '(*E+ in respect of the 6ffer of RPS are as under 0

3LAN H2 A2 B2 D2 E2 G2
I((." 3#&$" A"# (-+#"
)*
1!! 1!! 1!! 1!! 1!! 1!!
R"!"2A%&' 3"#&'! 1 Cear Cears / Cears
D 2onths
= Cears 1! Cears 1/ Cears
R"!"2A%&' B+8." 1!@ 1$! #!! !! /!! 1!!!


S$-"2" M33S
)R"!""2 ' M'%-8< B+(&(*
C33S
)R"!""2 ' C.+#%"#8< B+(&(*
38+ O1 S1 T1 R1 U1 B1
I((." 3#&$" 3"# S-+#" 1!!! 1!!! 1!!! 1!!! 1!!! 1!!!
R"!"2A%&' 3"#&'! / Cears =
Cears
1! Cears / Cears = Cears 1! Cears
R"!"2A%&'
)M'%-/C.+#%"#*
@./! 1!.!! 1!.=/ #@.=/ 1./! $./!
M&&2.2 D"A'(&% $!!!! $!!!! $!!!! #/!!! #/!!! #/!!!
F&+8 R"!"2A%&'
A2'.% )=&%-
A!!&%&'+8 R"!"2A%&'
3#"2&.2*
11!! 11#! 11/! 11!! 11#! 11/!


v. It is o%served from the information su%mitted %y '(*E+ that it passed the
follo.ing resolutions at its Extra 7rdinary Aeneral 2eetings" for issuance of RPS.

D+%" ',
R"('8.%&'
T<A" ', M""%&0 N'. ', R3S %'
>" &((."!
F+$"
B+8." ',
S-+#" )*
A2'.%
) & C#'#"(*
!#E!$E#!!@
Extra 7rdinary Aeneral
2eeting
1D"!!! 1!!! 1.D
!/E!$E#!1! 1#"!!! 1!!! 1.#
!$E!$E#!11 #1"!!! 1!!! #.1
!=E!$E#!1# Extra 7rdinary Aeneral
2eeting
#"!!! 1!!! #.
"$!"!!! 1!! .$




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vi. '(*E+ issued RPS to a large num%er of investors during the -inancial Cears #!!@0
1!" #!1!011" #!1101# and #!1#01" details of .hich are provided %elo. 0


$.1 In the context of the a%ovementioned details of the 6ffer of RPS" the issue for
determination in the instant matter is .hether the mo%ili&ation of funds %y '(*E+
through the aforesaid" is in accordance .ith the provisions of the SEBI 'ct" 1@@#
("SEBI A$%")3 the 1ompanies 'ct" 1@/D read .ith the 1ompanies 'ct" #!1.

$.# I note that the )urisdiction of SEBI over various provisions of the 1ompanies 'ct in the
case of pu%lic companies" .hether listed or unlisted" .hen they issue and transfer
securities" flo.s from the provisions of Section //' of the 1ompanies 'ct. Fhile
examining the scope of Section //' of the 1ompanies 'ct" 1@/D" the 8on:%le Supreme
1ourt of India in S+-+#+ I!&+ R"+8 E(%+%" C'#A'#+%&' L&2&%"! D O#(. 5(. SEBI
)C&5&8 AAA"+8 '. 1813 ', 2011* )?.!02"% !+%"! A.0.(% 31, 2012* (hereinafter
referred to as the "S+-+#+ C+("")& had o%served that<

"We& therefore& hold that& so far as the provisions en#merated in the opening portion of Setion //, of
E"+# T<A" ',
S"$.#&%<
D+%" ', A88'%2"% N'. ',
S"$.#&%&"(
N'. ',
A88'%%""(

T'%+8 A2'.%
)*

#!!@ 0 1!





4edeema%le
(reference
Shares



1.!.#!1!

1/$?

1?/

1/$?!!!

#!1! 0 11

1.!.#!11

11?D#

1$@

11?D#!!!

#!11 0 1#

1.!.#!1#

#!@D?

##@

#!@D?!!!

#!1# 0 1

1.!.#!1

##!!!

1!!!

##!!!!!!

1.!.#!1

/$1!

$=!

/$1!!!

T'%+8



5033

103854000
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the Companies ,t& so far as they relate to iss#e and transfer of se#rities and non7payment of dividend is
onerned& S8B' has the po!er to administer in the ase of listed p#$li ompanies and in the ase of
those p#$li ompanies !hih intend to get their se#rities listed on a reogni9ed stok e:hange in 'ndia."

$. In this regard 0

i. 4eference is also made to Sections D=(1) and D=() of the 1ompanies 'ct" 1@/D"
.hich are reproduced as under<

"(). *-) ,ny referene in this ,t or in the artiles of a ompany to offering shares or de$ent#res to
the p#$li shall& s#$;et to any provision to the ontrary ontained in this ,t and s#$;et also to the
provisions of s#$7setions *+) and *<)& $e onstr#ed as inl#ding a referene to offering them to any
setion of the p#$li& !hether seleted as mem$ers or de$ent#re holders of the ompany onerned or
as lients of the person iss#ing the prospet#s or in any other manner.
*2) ...
*+) No offer or invitation shall $e treated as made to the p#$li $y virt#e of s#$7 setion *-) or s#$7
setion *2)& as the ase may $e& if the offer or invitation an properly $e regarded& in all the
ir#mstanes7
*a) as not $eing al#lated to res#lt& diretly or indiretly& in the shares or de$ent#res $eoming
availa$le for s#$sription or p#rhase $y persons other than those reeiving the offer or invitation= or
*$) other!ise as $eing a domesti onern of the persons making and reeiving the offer or invitation
>
3#'5&!"! that nothing ontained in this s#$7setion shall apply in a ase !here the offer or
invitation to s#$sri$e for shares or de$ent#res is made to fifty persons or more?
3#'5&!"! ,.#%-"# that nothing ontained in the first proviso shall apply to non7$anking finanial
ompanies or p#$li finanial instit#tions speified in setion <, of the Companies ,t& -./( *- of
-./().@

ii. Fhile examining the scope of Section D= of the 1ompanies 'ct" 1@/D" the 8on:%le
Supreme 1ourt of India in the Sahara Case o%served that<

"Setion ()*-) deals !ith the offer of shares and de$ent#res to the p#$li and Setion ()*2) deals
!ith invitation to the p#$li to s#$sri$e for shares and de$ent#res and ho! those e:pressions are to
$e #nderstood& !hen referene is made to the ,t or in the artiles of a ompany. "he emphasis in
Setion ()*-) and *2) is on the Asetion of the p#$li@. Setion ()*+) states that no offer or
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invitation shall $e treated as made to the p#$li& $y virt#e of s#$setions *-) and *2)& that is to any
setion of the p#$li& if the offer or invitation is not $eing al#lated to res#lt& diretly or indiretly& in
the shares or de$ent#res $eoming availa$le for s#$sription or p#rhase $y persons other than those
reeiving the offer or invitation or other!ise as $eing a domesti onern of the persons making and
reeiving the offer or invitations. Setion ()*+) is& therefore& an e:eption to Setions ()*-) and *2).
'f the ir#mstanes mentioned in la#ses *-) and *$) of Setion ()*+) are satisfied& then the
offer5invitation !o#ld not $e treated as $eing made to the p#$li.
"he first proviso to Setion ()*+) !as inserted $y the Companies *,mendment) ,t& 2333 !.e.f.
-+.-2.2333& !hih learly indiates& nothing ontained in S#$7setion *+) of Setion () shall apply
in a ase !here the offer or invitation to s#$sri$e for shares or de$ent#res is made to fifty persons or
more. >
Res#ltantly& if an offer of se#rities is made to fifty or more persons& it !o#ld $e deemed to $e a
p#$li iss#e& even if it is of domesti onern or proved that the shares or de$ent#res are not availa$le
for s#$sription or p#rhase $y persons other than those reeived the offer or invitation. >
' may& therefore& indiate& s#$;et to !hat has $een stated a$ove& in 'ndia that any share or
de$ent#re iss#e $eyond forty nine persons& !o#ld $e a p#$li iss#e attrating all the relevant
provisions of the S8B' ,t& reg#lations framed there#nder& the Companies ,t& pertaining to the
p#$li iss#e. >"

iii. In the instant matter" for ascertaining .hether the 6ffer of RPS is a pu%lic issue or an
issue on private placement %asis in accordance .ith Section D= of the 1ompanies
'ct" 1@/D" the num%er of su%scri%ers is of utmost importance.

a. In its replies to SEBI" '(*E+ has contended that the 6ffer of RPS is %eing
made on a private placement %asis and is therefore" a private offer .ithin the
meaning of Section D=() of the 1ompanies 'ct" 1@/D. I find it difficult to
accept the aforesaid contention since under the 6ffer of RPS& '(*E+ allotted
RPS to a total of /! individuals5investors and mo%ili&ed funds amounting to
approximately 1!.? 1rores during the -inancial Cears #!!@01!" #!1!011"
#!1101# and #!1#01. ,hese facts prima faie indicate that the num%er of
persons to .hom the 6ffer of RPS .as made" .as a%ove the limit of forty0nine
persons as prescri%ed under Section D=() of the 1ompanies 'ct" 1@/D i.e.
several times over the threshold for a private placement.

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%. -urther" '(*E+ is not stated to %e a nonE%an;ing financial company or a
pu%lic financial institution .ithin the meaning of Section $' of the 1ompanies
'ct" 1@/D and therefore" is not covered under the seond proviso to Section D=()
of the 1ompanies 'ct" 1@/D.

c. In vie. of the a%ove" the 6ffer of RPS %y '(*E+ .ould prima faie Bualify as a
pu%lic issue under the first proviso to Section D=() of the 1ompanies 'ct"
1@/D. In this regard" it is pertinent to note that %y virtue of Section //' of the
1ompanies 'ct" Section D= of that 'ct" so far as it relates to issue and transfer
of securities" shall also %e administered %y SEBI.

$.$ I note that 0

i. -rom the a%ovementioned" it .ill follo. that since the 6ffer 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 = of the 1ompanies 'ct" 1@/D. In this regard"
reference is made to Sections = of the 1ompanies 'ct" 1@/D" of .hich su%ESections
(1)" (#) and () are relevant for the instant case" .hich is reproduced as under<

")+. *-) 8very ompany intending to offer shares or de$ent#res to the p#$li for s#$sription $y the
iss#e of a prospet#s shall& $efore s#h iss#e& make an appliation to one or more reognised stok
e:hanges for permission for the shares or de$ent#res intending to $e so offered to $e dealt !ith in the
stok e:hange or eah s#h stok e:hange.
*-,) >
*2) Where the permission has not $een applied #nder s#$setion *-) or s#h permission having $een
applied for& has not $een granted as aforesaid& the ompany shall forth!ith repay !itho#t interest all
moneys reeived from appliants in p#rs#ane of the prospet#s& and& if any s#h money is not repaid
!ithin eight days after the ompany $eomes lia$le to repay it& the ompany and every diretor of the
ompany !ho is an offier in defa#lt shall& on and from the e:piry of the eighth day& $e ;ointly and
severally lia$le to repay that money !ith interest at s#h rate& not less than fo#r per ent and not
more than fifteen per ent& as may $e presri$ed& having regard to the length of the period of delay in
making the repayment of s#h money.
*+) ,ll moneys reeived as aforesaid shall $e kept in a separate $ank ao#nt maintained !ith a
Shed#led Bank - B#ntil the permission has $een granted& or !here an appeal has $een preferred
against the ref#sal to grant s#h. permission& #ntil the disposal of the appeal& and the money
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standing in s#h separate ao#nt shall& !here the permission has not $een applied for as aforesaid
or has not $een granted& $e repaid !ithin the time and in the manner speified in s#$7 setion *2)C=
and if defa#lt is made in omplying !ith this s#$7 setion& the ompany& and every offier of the
ompany !ho is in defa#lt& shall $e p#nisha$le !ith fine !hih may e:tend to five tho#sand r#pees.@

ii. In the Sahara Case" the 8on:%le Supreme 1ourt of India also examined Section = of
the 1ompanies 'ct" 1@/D" .herein it o%served that 0

"Setion )+*-) of the ,t asts an o$ligation on every ompany intending to offer shares or
de$ent#res to the p#$li to apply on a stok e:hange for listing of its se#rities. S#h ompanies
have no option or hoie $#t to list their se#rities on a reogni9ed stok e:hange& one they invite
s#$sription from over forty nine investors from the p#$li. 'f an #nlisted ompany e:presses its
intention& $y ond#t or other!ise& to offer its se#rities to the p#$li $y the iss#e of a prospet#s& the
legal o$ligation to make an appliation on a reogni9ed stok e:hange for listing starts. S#$7setion
*-,) of Setion )+ gives indiation of !hat are the parti#lars to $e stated in s#h a prospet#s.
"he onseD#enes of not applying for the permission #nder s#$7setion *-) of Setion )+ or not
granting of permission is learly stip#lated in s#$7setion *+) of Setion )+. 6$ligation to ref#nd the
amo#nt olleted from the p#$li !ith interest is also mandatory as per Setion )+*2) of the ,t.
4isting is& therefore& a legal responsi$ility of the ompany !hih offers se#rities to the p#$li&
provided offers are made to more than /3 persons."

iii. In the facts of the instant case" since the 6ffer of RPS .as made to fifty persons or
more %y '(*E+" the same .ill attract the reBuirement of compulsory listing %efore
a recogni&ed stoc; exchange in terms of Section =(1) of the 1ompanies 'ct" 1@/D.
It therefore prima faie appears that '(*E+ has violated the provisions of Section
=(1) of the 1ompanies 'ct" 1@/D" since it has failed to ensure listing .ith a
recognised stoc; exchange of the securities issued under the 6ffer of RPS.

iv. 's per Section =(#) of the 1ompanies 'ct" 1@/D" the o%ligation to refund the
amount .ith interest that .as collected from investors under the 6ffer of RPS is
mandatory on '(*E+. In this regard" there is no evidence on record to indicate
.hether or not '(*E+ has paid interest to the investors .here such RPS are not
allotted .ithin ? days under the 6ffer of RPS& as per the aforesaid Section. In vie. of
the same" I find that '(*E+ has prima faie not complied .ith the provisions of
Section =(#) of the 1ompanies 'ct" 1@/D.
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v. Section =() of 1ompanies 'ct" 1@/D" says that all moneys received shall %e ;ept in
a separate %an; account maintained .ith a Scheduled Ban; and if default is made in
complying .ith this su%ESection" the company" and every officer of the company
.ho is in default" shall %e punisha%le .ith fine .hich may extend to five thousand
rupees. In the instant case" there is no evidence on record to indicate .hether or not
funds received from the investors under the 6ffer of RPS has %een ;ept in separate
%an; account %y '(*E+. In vie. of the same" I find that '(*E+ has prima faie not
complied .ith the provisions of Section =() of 1ompanies 'ct" 1@/D.

$./ >nder Section #(D) read .ith Section D! of the 1ompanies 'ct" 1@/D" a company needs
to register its prospectus .ith the 471" %efore ma;ing a pu%lic offer or issuing the
prospectus. 's per the aforesaid Section #(D)" Aprospet#s@ means any document
descri%ed or issued as a prospectus and includes any 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 any shares in" or de%entures of" a %ody corporate. 's
mentioned a%ove" since the 6ffer of RPS .as made to fifty persons or more" it has to %e
construed as a pu%lic offer. 8aving made a pu%lic offer" '(*E+ .as reBuired to register
a prospectus .ith the 471 under Section D! of the 1ompanies 'ct" 1@/D. Based on the
material availa%le on record" I find that '(*E+ has not complied .ith the provisions of
Section D! of 1ompanies 'ct" 1@/D.

$.D >nder Section /D(1) of the 1ompanies 'ct" 1@/D" every prospectus issued %y or on
%ehalf of a company" 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 /D() of the
1ompanies 'ct" 1@/D" no one shall issue any form of application for shares in or
de%entures of a company" unless the form is accompanied %y a%ridged prospectus"
contain disclosures as specified. Based on the material availa%le on record" I find that
'(*E+ has not complied .ith the provisions of Section /D(1) and /D() of the
1ompanies 'ct" 1@/D and therefore" has prima faie violated the aforesaid provisions.

$.= 's per Section $D/(1) of the 1ompanies 'ct" #!1" the 1ompanies 'ct" 1@/D" "shall stand
repealed". 8o.ever" Section $D/(#)(i) of the 1ompanies 'ct" #!1" provides that<

"*2)Not!ithstanding the repeal #nder s#$7setion *-) of the repealed enatments&E
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Page 11 of 13

*a) anything done or any ation taken or p#rported to have $een done or taken& inl#ding any r#le&
notifiation& inspetion& order or notie made or iss#ed or any appointment or delaration made or any
operation #ndertaken or any diretion given or any proeeding taken or any penalty& p#nishment&
forfeit#re or fine imposed #nder the repealed enatments shall& insofar as it is not inonsistent !ith the
provisions of this ,t& $e deemed to have $een done or taken #nder the orresponding provisions of this
,t="

$.? In addition to the a%ove" the follo.ing may also %e noted 0

i. -rom the information availa%le on the 01C, 2- Portal0& it is o%served that '(*E+ has
not filed the 4eturn on 'llotments (-orm #) for the -inancial Cears #!!@01!" #!1!011"
#!1101# and #!1#01.

$.@ >pon a consideration of the aforementioned paragraphs" I am of the vie. that '(*E+
is prima faie engaged in fund mo%ilising activity from the pu%lic" through the 6ffer of RPS
and a result of the aforesaid activity has violated the aforementioned provisions of the
1ompanies 'ct" 1@/D (Section /D" Section D! read .ith Section #(D)" Section =) read
.ith Section $D/ of the 1ompanies 'ct" #!1.

/. (rotecting the interests of investors is the foremost mandate for SEBI. -or this purpose"
SEBI can exercise its )urisdiction under Sections 11(1)" 11'" 11B and 11($) of the SEBI
'ct read .ith Section //' of the 1ompanies 'ct" 1@/D and Section $D/ of the
1ompanies 'ct" #!1" over companies .ho issue securities to fifty persons or more" %ut
do not comply .ith the applica%le provisions of the aforesaid 1ompanies 'cts. In the
instant matter" steps have to %e ta;en to ensure only legitimate fund raising activities are
carried on %y 2I+ 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 2I+ and its past
and present 9irectors" for preventing that company from further carrying on .ith its
fund mo%ilising activity under the 6ffer of RPS.

D. In vie. of the foregoing" I" in exercise of the po.ers conferred upon me under Sections
11" 11($)" 11' and 11B of the SEBI 'ct" here%y issue the follo.ing directions 0

i. '(*E+ shall not mo%ili&e funds from investors through the 6ffer of RPS or through
the issuance of eBuity shares or any other securities" to the pu%lic and5or invite
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Page 12 of 13

su%scription" in any manner .hatsoever" either directly or indirectly till further
directions3
ii. '(*E+ and its 9irectors" vi&. Shri 6ailash 1hand 9u)ari (9I*< !!D#?=$#)" Shri
Sasan;a 4oy Sar;ar (9I*< !$/!D$)" Shri Barun 6umar 9e (9I*< !/1@/#$!)" Shri
4an)an 6umar 1ho.dhury (9I*< !D/1@#=/) including its past 9irectors" vi&. Shri
6ali 6ishore Bagchi (9I*< !!D!1?=@)" Shri *ishant (ra;ash (9I*< !!D1!=1=)" Shri
9e%das 1hatter)ee (9I*< !/1@#$!?)" Shri Syed 6a&im 4a&a (9I*< !/1=#=#!)" Shri
Jamil 'hmed -arooBui (9I*< !/1=#=!?) and Shri 2ahammad '&am 6han (9I*<
!1$$@!D=)" are prohi%ited from issuing prospectus or any offer document or issue
advertisement for soliciting money from the pu%lic for the issue of securities" in any
manner .hatsoever" either directly or indirectly" till further orders3
iii. '(*E+ and the a%ovementioned past and present 9irectors" are restrained from
accessing the securities mar;et and further prohi%ited from %uying" selling or
other.ise dealing in the securities mar;et" either directly or indirectly" till further
directions3
iv. '(*E+ shall provide a full inventory of all its assets and properties3
v. ,he a%ovementioned past and present 9irectors of '(*E+ shall provide a full
inventory of all their assets and properties3
vi. '(*E+ and its present 9irectors shall not dispose of any of the properties or
alienate or encum%er any of the assets o.ned5acBuired %y that company through the
6ffer of RPS" .ithout prior permission from SEBI3
vii. '(*E+ and its present 9irectors shall not divert any funds raised from pu%lic at
large through the 6ffer of RPS" .hich are ;ept in %an; account(s) and5or in the
custody of '(*E+.

=. ,he a%ove directions shall ta;e effect immediately and shall %e in force until further
orders.

?. ,he prima faie o%servations contained in this 7rder are made on the %asis of the material
availa%le on record i.e. correspondences exchanged %et.een SEBI and '(*E+
along.ith the documents contained therein3 information o%tained from the 2inistry of
1orporate 'ffairs: .e%site i.e. 01C, 2- Portal0 along.ith information for.arded %y the
471" Shillong. In this context" '(*E+ and its a%ovementioned past and present
9irectors may" .ithin #1 days from the date of receipt of this 7rder" file their reply" if
any" to this 7rder and may also indicate .hether they desire to avail themselves an
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Page 13 of 13

opportunity of personal hearing on a date and time to %e fixed on a specific reBuest made
in that regard.

@. ,his 7rder is .ithout pre)udice to the right of SEBI to ta;e any other action that may %e
initiated against '(*E+ and its a%ovementioned past and present 9irectors in
accordance .ith la..



38+$": M.2>+& S. RAMAN
D+%": A.0.(% 22, 2014 WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA



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