WTM/PS/15/ERO/APR/2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

CORAM: PRASHANT SARAN, WHOLE TIME MEMBER
ORDER
Under Sections 11, 11(4), 11A and 11B of the Securities and Exchange Board of India
Act, 1992
In the matter of ATM Agro Industries India Limited
In respect of:
1. ATM Agro Industries India Limited [PAN: AAICA4906A],
2. Mr. Taimur Ali Gayen [PAN: AEBPG4001N],
3. Mr. Yusuf Ali Gayen [PAN: AYNPG5900E],
4. Mr. Indrajit Roy [PAN: BHQPR8645J],
5. Mr. Hasem Mirza [PAN: BAGPM1763F],
6. Ms. Ashmin Khatun [PAN: BKBPK8720K],
7. Mr. Mirza Dinar [PAN: BAGPM1764C],
8. Ms. Nandini Chatterjee [PAN: ACEPC4432C],
9. Mr. Debasish Dasgupta [PAN: APDPD8203N],
10. Mr. Kamal Kishore Lodha [PAN: AAYPL5577B],
11. Mr. Debabrata Ghosh [PAN: AFWPG1415L],
12. Mr. Pradip Das [PAN: ACZPD8269R],
13. Mr. Tahidur Rahaman Gayen [PAN: BDOPG6790F],
14. Mr. Arun Kumar Mishra [PAN: AIIPM2433R],
15. Mr. Saiful Alam [PAN: AVFPA7748F],
16. Mr. Mohammad Younus [PAN: AHJPM6572H] and
17. ATM Secured Deventure Development Trust (represented by its Trustees, viz.
Mr. Arghya Sengupta, Mr. Jagadish Chandra Nag and Mr. Ram Sunder
Bhattacharya).
________________________________________________________________________
Date of Hearing:
September 03, 2015
Appearances:

Mr. Saiful Alam appeared in person; Mr. Mohammad Younus

appeared in person; Mr. Anjan Kumar B. authorized representative of
Mr. Arun Kumar Mishra

For SEBI:

Mr. Prashanta Mahapatra, General Manager, Mr. T. Vinay Rajneesh,

Assistant General Manager, Mr. N. Murugan, Assistant General
Manager and Ms. Nikki Agarwal, Assistant Manager.

Date of Hearing:

November 23, 2015

Page 1 of 25

Appearances:
None appeared
_______________________________________________________________________
1.

Securities and Exchange Board of India (hereinafter referred to as SEBI), vide an exparte interim Order dated February 12, 2015 (hereinafter referred to as the interim order)
had observed that the company, ATM Agro Industries India Limited (hereinafter
referred to as ATM Agro or the Company) is prima facie engaged in fund mobilising
activity from the public, through the Offer of Redeemable Preference Shares
(hereinafter referred to as RPS) and Secured Redeemable Non-Convertible
Debentures (NCD) had allegedly violated the provisions of Sections 56, 60 (read with
Section 2(36)), 67, 73 117B and 117C of the Companies Act, 1956 and the relevant
provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008
(hereinafter referred to as the ILDS Regulations).
The interim order also alleged that the debenture trustee, ATM Secured Deventure
Development Trust (represented by its Trustees, viz. Mr. Arghya Sengupta, Mr.
Jagadish Chandra Nag and Mr. Ram Sunder Bhattacharya) had acted as an unregistered
debenture trustee in violation of the provisions of Section 12(1) of the SEBI Act, 1992
(hereinafter referred to as SEBI Act) and the SEBI (Debenture Trustees) Regulations,
1993 (hereinafter referred to as DT Regulations).

2.

In order to protect the interest of investors and to ensure that only legitimate fund
raising activities are carried on by the Company and its directors, SEBI had issued the
following directions:

8. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11,
11(4), 11A and 11B of the SEBI Act, hereby issue the following directions
i. AAIIL shall not mobilize funds from investors through the Offer of Redeemable
Preference Shares and Offer of NCDs 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. AAIIL and its present Directors, viz. Shri Taimur Ali Gayen (PAN:
AEBPG4001N; DIN: 02108358), Shri Yusuf Ali Gayen (PAN:
AYNPG5900E; DIN: 05136738) and Shri Indrajit Roy (PAN: BHQPR8645J;

Page 2 of 25

DIN: 06754713) including its past Directors, viz. Shri Hasem Mirza (PAN:
BAGPM1763F; DIN: 02763820), Smt. Ashmin Khatun (PAN:
BKBPK8720K; DIN: 02762776), Shri Mirza Dinar (DIN: 02761080), Smt.
Nandini Chatterjee (PAN: ACEPC4432C; DIN: 02985377), Shri Debasish
Dasgupta (PAN: APDPD8203N; DIN: 03544876), Shri Kamal Kishore Lodha
(PAN: AAYPL5577B; DIN: 05106473), Shri Debabrata Ghosh (PAN:
AFWPG1415L; DIN: 05159545), Shri Pradip Das (PAN: ACZPD8269R;
DIN: 05166308), Shri Tahidur Rahaman Gayen (PAN: BDOPG6790F; DIN:
05256592), Shri Arun Kumar Mishra (PAN: AIIPM2433R; DIN: 05257673),
Shri Saiful Alam (PAN: AVFPA7748F; DIN: 06773537) and Shri
Mohammad Younus (PAN: AHJPM6572H; DIN: 06773530), 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. AAIIL 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. AAIIL shall provide a full inventory of all its assets and properties;
v. AAIIL's abovementioned past and present Directors shall provide a full inventory of
all their assets and properties;
vi. AAIIL 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 NCDs, without prior permission from SEBI;
vii. AAIIL and its abovementioned present Directors shall not divert any funds raised from
public at large through the Offer of Redeemable Preference Shares and Offer of NCDs,
which are kept in bank account(s) and/or in the custody of AAIIL;
viii. AAIIL and its abovementioned past and present Directors shall furnish complete and
relevant information (as sought by SEBI letters dated February 3, 2014 and February
11, 2014), within 21 days from the date of receipt of this Order.
ix. The Debenture Trustee, viz. ATM Secured Deventure Development Trust (represented
by its Trustees, viz. Shri Arghya Sengupta, Shri Jagadish Chandra Nag and Shri
Ram Sunder Bhattacharya), is prohibited from continuing with its assignment as
debenture trustee in respect of the Offer of NCDs of AAIIL and also from taking up
any new assignment or involvement in any new issue of debentures, etc. in a similar
capacity, from the date of this order till further directions.
9. The above directions shall take effect immediately and shall be in force until further orders.
10. ...
11. This Order is without prejudice to the right of SEBI to take any other action that may
be initiated against AAIIL and its abovementioned Directors; its Debenture Trustee, viz.
ATM Secured Deventure Development Trust (represented by its Trustees, viz. Shri Arghya
Sengupta, Shri Jagadish Chandra Nag and Shri Ram Sunder Bhattacharya), in accordance
with law.

Page 3 of 25

3.

The interim order observed that the prima facie observations made therein were on the
basis of the correspondences exchanged between SEBI and the Company, complaint
received by SEBI and the information/ documents obtained from the MCA-21
portal. The interim order advised the Company, its directors and the debenture trustee
to file their replies within 21 days from the date of its receipt and also seek an
opportunity of personal hearing.

4.

The interim order was forwarded to the Company and its directors namely Mr. Taimur
Ali Gayen, Mr. Yusuf Ali Gayen, Mr. Indrajit Roy, Mr. Hasem Mirza, Ms. Ashmin
Khatun, Mr. Mirza Dinar, Ms. Nandini Chatterjee, Mr. Debasish Dasgupta, Mr. Kamal
Kishore Lodha, Mr. Debabrata Ghosh, Mr. Pradip Das, Mr. Tahidur Rahaman Gayen,
Mr. Arun Kumar Mishra, Mr. Saiful Alam, Mr. Mohammad Younus and the debenture
trustee namely ATM Secured Deventure Development Trust (represented by its
Trustees, viz. Mr. Arghya Sengupta, Mr. Jagadish Chandra Nag and Mr. Ram Sunder
Bhattacharya) vide letters dated February 13, 2015. The letters issued to the Company,
Mr. Taimur Ali Gayen, Mr. Indrajit Roy, Mr. Hasem Mirza, Ms. Ashmin Khatun, Mr.
Mirza Dinar, Mr. Debabrata Ghosh, Mr. Pradip Das, Mr. Tahidur Rahaman Gayen,
Mr. Debasish Dasgupta, Mr. Ram Sunder Bhattacharya, ATM Secured Deventure
Development Trust and Mr. Jagadish Chandra Nag had returned undelivered. The
letter of Mr. Kamal Kishore Lodha had returned undelivered with the remark
deceased, however, no supporting document was provided.

5.

Mr. Debabrata Ghosh and Mr. Arghya Sengupta (one of the trustee of ATM Secured
Deventure Development Trust) vide letters dated March 10, 2015 and February 20,
2015, respectively, replied to the interim order. Thereafter, SEBI proceeded further and
granted an opportunity of personal hearing to the Company, its directors and the
debenture trustee on September 03, 2015. The scheduled date was communicated vide
SEBI letter dated July 28, 2015. The date of hearing was also communicated vide the
public notice in the newspapers namely Ananda Bazar Patrika and Times of India both
dated September 03, 2015. The Company and its directors were advised that in case
they fail to appear for the personal hearing before SEBI on the aforesaid date, then

Page 4 of 25

the matter would be proceeded ex-parte on the basis of the material available on
record.
6.

On the date fixed for personal hearing i.e. September 03, 2015, Mr. Saiful Alam
appeared in person and stated that he had resigned from the Company on March 23,
2014. He also submitted a copy of the written submissions dated August 10, 2014,
which were taken on record. Mr. Mohammad Younus also appeared in person and
stated that he had also resigned from the Company and adopted the written
submissions of Mr. Saiful Alam excluding the date of joining and resignation from the
Company. On the date fixed, Mr. Arun Kumar Mishra entered his appearance through
the authorized representative and submitted that he was fraudulently inducted by using
the copies of his PAN and voter details. He also requested liberty for filing written
submissions. Considering the request, he was granted one weeks time for making
written submissions. The other directors of the Company and the debenture trustee
remained absent. Later, Mr. Arun Kumar Mishra vide his letter received by SEBI on
September 24, 2015, filed the written submissions which were taken on record.

7.

In the meantime, Mr. Debabrata Ghosh, one of the directors vide a fax dated
September 03, 2015, intimated that due to sudden health problem, he was unable to
attend the personal hearing on the scheduled date and requested for another date of
hearing for making submissions. Thereafter, Ms. Nandini Chatterjee, one of the
directors visited the SEBI office on September 10, 2015 and requested for another
date of personal hearing. Considering the request, another date of personal hearing
was granted to these on November 23, 2015. On the date fixed, no one turned up for
the personal hearing. Mr. Debabrata Ghosh vide his letter dated November 23, 2015,
reiterated his earlier submissions made vide letter dated March 10, 2015 and expressed
his inability to appear for the personal hearing due to heart ailment and advise of the
doctor to take bed rest.
Considering the reasonable opportunities already afforded for making submissions in
the matter, I am inclined to proceed further with the matter.

Page 5 of 25

8.

The submissions in brief are as under:

a. Mr. Debabrata Ghosh vide his letter dated March 10, 2015 and November 23, 2015
submitted as under:
-

He had no connection with the business of the Company or its day to day working,
during his tenure as additional director.

He had joined the Company as an additional director on December 29, 2011 and
had resigned on March 31, 2012.

He became the director of the Company on the request of Mr. Taimur Ali Gayen
for implementation of a project in IIT Kharagpore area (a proposed joint biscuit
factory, which was supposed to start in February 2012). However, as even after
15/20 days of his inclusion no progress in the said project was made, he had
immediately resigned from the Company and had handed over his resignation to
Mr. Taimur Ali Gayen. The resignation was later submitted to the Registrar of
Companies (RoC) by Mr. Taimur Ali Gayen on March 31, 2012, for the reasons
best known to him. He does not have any relation with the Company after his
resignation.

He had not taken any advantage/ directors remuneration from the Company or
attended any meeting of the Company. No documents of the Company were
signed by him.

After resigning, he had demanded to return his investment, however, the same
were not returned. He has filed a criminal case against the Company for refund of
his investment at Mindapore Court. Consequent to this, one of the directors
namely Mr. Dinar Mirza was arrested and the case is pending.

b. The submissions of Mr. Saiful Alam and Mr. Mohammad Younus are:
-

They were neither involved in any administrative work of the Company nor day to
day work of the Company.

The registered office of the Company was closed by the Jhargram Police Station
and a case is pending before the Honble Jhargram SDJM Court.

Page 6 of 25

c. Mr. Arun Kumar Mishra vide his letter received by SEBI on September 24, 2015,
submitted as under:
-

He has no relation with the Company and is not aware of its activities. He had not
attended any meetings of the Company. He was only a depositor with the
Company. He has lost 11,00,000 along with the money in the recurring deposit
of the Company.

He is not a qualified person. He has proprietorship business by the name of M/s

A.K. Enterprise, which deals with the building materials and general order supply.
Mr. Taimur Ali Gayen had taken his signatures fraudulently on the documents
filed before the Registrar of Companies. The details as to how his signatures were
taken are as under:
i.

In the year 2010, Mr. Taimur Ali Gayen came to his office for opening
office on rental basis. He along with his partner had agreed for the same
for a rental of 12,000 per month.

ii.

He had not interfered in the business of Mr. Taimur Ali Gayen. Later Mr.
Taimur Ali Gayen requested for more space in the building, which was
agreed to for a rent of 26,000 per month. Later, Mr. Taimur Ali Gayen
purchased the said premises (at 2nd and 3rd Floor, 385, 12 Panchanantal
Road, G.T. Road, Bally, Howrah) and then only he came to know that Mr.
Taimur Ali Gayen is the managing director of the Company.

iii.

Thereafter, Mr. Taimur Ali Gayen again visited him and asked for more
space, which was also agreed to. For the sale of the same, Mr. Taimur Ali
Gayen appointed an advocate, who had visited Mr. Arun Kumar Mishra
for signatures on certain papers (printed in English). He being an illiterate
person and on good faith, signed the documents so provided to him. At
the time of execution of sale deed for the space, an amount of 11,00,000
had remained due from Mr. Taimur Ali Gayen which was promised to be
paid at the earliest.

iv.

After few days, Mr. Taimur Ali Gayen visited him and offered fixed deposit
certificates of the Company against the said amount of 11,00,000. He was

Page 7 of 25

also offered per month interest on the same. As no other option was
available for recovering the money, Mr. Arun Kumar Mishra accepted the
proposal of Mr. Taimur Ali Gayen and had signed the relevant papers and
the fixed deposits were opened in the name of his two minor sons and
wife.
v.

Mr. Taimur Ali Gayen then suggested to him that instead of taking
monthly interest, deposit the same in a recurring deposit scheme of the
Company. Lured by the maturity amount of fixed deposit and the recurring
deposit, he had agreed with the proposal.

On becoming aware that he is a director of the Company, he had confronted Mr.

Taimur Ali Gayen on the same. Thereafter, on his advice he had submitted his
resignation to Mr. Taimur Ali Gayen, who had assured him of taking necessary
action, in this regard.

He had not received any remuneration in the capacity of the director of the
Company and requested for a refund of 11,00,000.

All the documents relating to the Company were retained by Mr. Taimur Ali
Gayen, the Managing Director of the Company.

The registered office of the Company is closed by the Jhargram Police Station on
account of a case pending before the Honble Jhargram SDJM Court. Till such
time the case is settled, the registered office of the Company cannot be reopened.

As he had resigned from the Company, his powers as director and relationship
with the Company had also extinguished.

d. Mr. Arghya Sengupta (one of the trustee of ATM Secured Deventure Development
Trust) vide his letter dated February 20, 2015, replied as under:
-

He has no connection with the ATM Secured Deventure Development Trust or

any member/ director of the trust.

He also stated that trust deed was not signed by him and his signatures on the
same are forged.

Page 8 of 25

9.

I have considered the interim order and the material available on record. The following
are the observations from the interim order:

i. AAIIL was incorporated on May 5, 2010, with the ROC, Kolkata with CIN No. as

U01120WB2010PLC146651. Its Registered Office is at Judges Court Road, Circuit

House More, Medinipur, Kolkata 721101, West Bengal, India.
ii. The present Directors in AAIIL are Shri Taimur Ali Gayen, Shri Yusuf Ali Gayen and
Shri Indrajit Roy.
iii. Shri Hasem Mirza, Smt. Ashmin Khatun, Shri Mirza Dinar, Smt. Nandini Chatterjee,
Shri Debasish Dasgupta, Shri Kamal Kishore Lodha, Shri Debabrata Ghosh, Shri Pradip
Das, Shri Tahidur Rahaman Gayen, Shri Arun Kumar Mishra, Shri Saiful Alam and
Shri Mohammad Younus, who were earlier Directors in AAIIL, have since resigned.
iv. Form 2 (Form for Return of Allotment filed by AAIIL with the ROC in accordance
with the provisions of the Companies Act, 1956) for the Financial Years 201112 and
201213, reveals that AAIIL issued "Redeemable Preference Shares" ("Offer of
Redeemable Preference Shares") to investors, details of which are provided below
Type of
Year
Security
Redeemable
201112
Preference Shares 201213
TOTAL

No. of persons to whom

Total Amount
preference shares were allotted
( in Crores)
108
3.37
192
2.25
300
5.62

v. From the material available on record, it is noted that AAIIL also issued Secured

Redeemable Non Convertible Debentures ("Offer of NCDs"), details of which are

provided below
Year

Type of Security

Amount Raised
( in Crores)

*2011 12 Secured Redeemable Non

Convertible Debentures
2012 13
TOTAL

Number of
Allottees

13.36 Details not available

2.26
1232
15.62

*As per the Balance Sheet of AAIIL for the financial year ended March 31, 2012, it is observed
that the company issued debentures amounting to 13.36 Crores during the financial year 201112. However, AAIIL has not provided details of debentures issued during the year 2011-12 in
its Annual Return filed for that year. AAIIL has provided details of debenture holders to whom
debentures have been issued during the year 2012-13. It is observed that AAIIL has issued
debentures amounting to 2.26 Crores to 1232 number of investors. Hence, it may be presumed
that a much higher amount of 13.36 Crores raised by it during the year 2011-12 through issue
of such debentures must have been from more than 49 persons.

vi. It is also noted that the abovementioned NCDs were allotted in accordance with the following
terms and conditions as contained in the brochure circulated by AAIIL

Page 9 of 25

Plan
Minimum Deposit
General
Benefit per month
Return Amount

IDM2

Monthly Installment Scheme

IDM3

10.08%
210
25000

14.40%
300
26250

IDM 4.7

IDM 7.1

25000
18.00%
20.64%
375
430
27400
28500

IDM 9.7

IDM 13.7

22.80%
475
29250

25.20%
525
30000

Term Deposit Scheme

Plan

IDF2 IDF3 IDF 4.7 IDF 7.1 IDF 9.7 IDF 13.7

Issue Price Minimum 100 Debentures

Adjustment Amount
Maturity Value

1000
230
1230

1000
500
1500

1000
1000
2000

1000
2000
3000

1000
4000
5000

1000
9000
10000

The Offer of NCDs may be subscribed to by an Individual, Trust, Financial Institution,

HUF, NRI, Co-operative body, Others, etc.

10.

Having considered the above, it is now necessary to determine whether the Company
had made a public issue as alleged in the interim order and if so, whether the Company
had complied with the public issue norms. The liability of the directors of the
Company also needs to be determined as they have also been alleged in the interim
order.

11.

In order to ascertain whether an issue of securities is a public issue or done on private

placement, it is necessary to make a reference to Section 67(3) of the Companies Act,
1956, which reads as under:
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) ...
(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

Page 10 of 25

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).
12.

In terms of Section 67(3), as amended by the Companies (Amendment) Act, 2000, with
effect from December 13, 2000, no offer or invitation shall be treated as made to the public
by virtue of sub-sections (1) or (2), as the case may be, if the offer or invitation can
properly be regarded, in all 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. In terms of the first proviso to the aforesaid section, the provisions of Section
67(3) shall not apply in a case where the offer or invitation to subscribe for shares
or debentures is made to fifty persons or more. Therefore, the number of
subscribers becomes relevant to conclude whether an issue of shares are for public or
on a private placement basis. In view of the same, if an offer of securities are made to
fifty or more persons, it would be deemed to be a public issue.

13.

I now place my reliance on the order of Hon'ble Supreme Court of India in the matter
of Sahara India Real Estate Corporation Limited & Others Vs. SEBI and another (Civil
Appeal Nos. 9813 and 9833 of 2011; decided on August 31, 2012) (the Sahara case)
had inter alia held that 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.

Page 11 of 25

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, if an offer of securities is made to fifty or more persons, it would be deemed to be
a public issue, even if it is of domestic concern or proved that the shares or debentures are not
available for subscription or purchase by persons other than those received the offer or
invitation.
I may, therefore, indicate, subject to what has been stated above, in India that any share or
debenture issue beyond forty nine persons, would be a public issue attracting all the relevant
provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining
to the public issue.
14.

In the present case, I note that the Company had offered and allotted RPSs to 300
persons during the financial years 2011-12 and 2012-13 and had raised 5.62 crore.
The Company had also issued NCDs during the financial years 2011-12 and 2012-13
and had raised 15.62 crore from more than 1,232 investors. The Company has not
replied to the allegations made in the interim order.
From the interim order, it is observed that during the financial year 2012-13, the
Company had allotted NCDs to 1,232 persons for the value of 2.26 crore. I note that
during the financial year 2011-12, the Company had issued NCDs for the value of
13.36 crore, however, the details of the debenture holders was not submitted by the
Company. From the brochure of the Company for its offer of NCDs, it is noted that
the invitation for subscription was to a generalized category of investors. The huge
value of NCDs suggests that the number of allottees for the same would have been
much more. In view of the same, it can be concluded that the total number of NCD
holders will definitely be more than 1,232.
In view of the same, it can be concluded that the total number of persons to whom
RPSs and NCDs were issued by the Company are clearly more than 49 persons.
Considering the discussion, it can be said that the Company had made a public issue
of RPSs and NCDs (in terms of the first proviso to Section 67(3) of the Companies
Act, 1956) during the period alleged in the interim order.

Page 12 of 25

15.

By making a public issue of RPSs and NCDs, as discussed above, the Company was
mandated to comply with all the legal provisions that govern and regulate public issue
of such securities, including the Companies Act, 1956 and the SEBI Act and
regulations. In this context, I refer and rely on the below mentioned observation made
by the Hon'ble Supreme Court of India in the matter of Sahara case:
... ... that any share or debenture issue beyond forty nine persons, would be a public issue
attracting all the relevant provisions of the SEBI Act, regulations framed thereunder, the
Companies Act, pertaining to the public issue.

16.

In view of the above observations, by virtue of Section 55A(a) and (b), SEBI has
jurisdiction and would govern the issue of RPS and NCD as the same was clearly made
to more than 49 persons. In terms of Section 55A of the Companies Act, 1956, SEBI
shall administer various provisions (as mentioned therein) of the said Act with respect
to issue and transfer of securities by listed companies, companies that intend to list
and also those companies that are required to list its securities while making offer and
issue of securities to the public. 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".
Under Section 11A of the SEBI Act, SEBI is also empowered to regulate, by
regulations/ general or special orders, the matters pertaining to issue of capital, transfer
of securities and matters related thereto. Accordingly, the Company, having made a
public offer and issue of securities, as observed above, is under the jurisdiction of
SEBI.

Page 13 of 25

17.

As alleged in the interim order, the Company was mandated to comply with the
provisions of Sections 56, 60, 73, 117B and 117C of the Companies Act, 1956 and the
provisions of the ILDS Regulations is required to be complied by the Company in
respect of its offer and issue of RPSs and NCDs. 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, contain 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.

18.

The interim order further alleged that the Company had failed to comply with Section
73 of the Companies Act, 1956, in respect of its issuance of RPSs and NCDs. By
issuing RPSs and NCDs to more than 49 persons, the Company had to compulsorily
list such securities in compliance with Section 73(1) of the Companies Act, 1956. As
per Section 73(1) 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 with in the stock exchange. There is no material
on record to say that the Company has filed an application with a recognised stock
exchange to enable the RPSs and NCDs to be dealt with in such exchange. Therefore,
the Company has failed to comply with this requirement.

19.

Section 73(2) of the Companies Act, 1956 states that "Where the permission has not been
applied under subsection (1) or such permission having been applied for, has not been granted as
aforesaid, the company shall forthwith repay without interest all moneys received from applicants in
pursuance of the prospectus, and, if any such money is not repaid within eight days after the company
becomes liable to repay it, the company and every director of the company who is an officer in default
shall, on and from the expiry of the eighth day, 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, as may be prescribed,
having regard to the length of the period of delay in making the repayment of such money". As the

Page 14 of 25

Company failed to make an application for listing such RPSs and NCDs, the Company
had to forthwith repay such money collected from investors. If such repayments are
not made within 8 days after the Company becomes liable to repay, the Company and
every director of the Company, would be jointly and severally liable to repay with
interest at such rate. There is no material on record to say that the Company has
complied with the provisions of Section 73(3).
20.

Section 117B of the Companies Act, 1956, prescribes that no company shall issue a
prospectus or a letter of offer to the public for subscription of its debentures, unless
it has, before such issue, appointed one or more debenture trustees for such
debentures and the company has, on the face of the prospectus or the letter of offer,
stated that the debenture trustee or trustees have given their consent to the company
to be so appointed. The Company has admittedly not filed any prospectus. Therefore,
the said provision has not been fully complied with. Further, appointment of
debenture trustee shall be in terms of all applicable law. Section 117C of the
Companies Act, 1956, stipulates that, where a company issues debentures, it shall
create a debenture redemption reserve for the redemption of such debentures, to
which adequate amounts shall be credited, from out of its profits every year until such
debentures are redeemed. The interim order has observed From the Balance Sheet filed by
AAIIL with the ROC for the Financial Year 2011-12, it is observed that the company has created
Debenture Redemption Reserve for an amount of 8.53 Lakhs. However, AAIIL has not filed any
Balance Sheets with the ROC thereafter. I have perused the balance sheet of the Company
as on March 31, 2012 and note that 8,53,040.58 were transferred to the debenture
redemption reserve.

21.

As the NCDs are debt securities in terms of the ILDS Regulations, the Company was
also mandated to comply with the provisions of the ILDS Regulations in respect of its
public issue of NCDs. However, the Company has failed to comply with the following
provisions of the ILDS Regulations.

i.

Regulation 4(2)(a) Application for listing of debt securities

Page 15 of 25

ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
xi.
xii.
xiii.
xiv.
xv.
xvi.
22.

Regulation 4(2)(b) In-principle approval for listing of debt securities

Regulation 4(2)(c) Credit rating has been obtained
Regulation 4(2)(d) Dematerialization of debt securities
Regulation 4(4) Appointment of Debenture Trustee
Regulation 5(2)(b) Disclosure requirements in the Offer Document
Regulation 6 Filing of draft Offer Document
Regulation 7 Mode of disclosure of Offer Document
Regulation 8 Advertisements for Public Issues
Regulation 9 Abridged Prospectus and application forms
Regulation 12 Minimum subscription
Regulation 14 Prohibition of mis-statements in the Offer Document
Regulation 15 Trust Deed
Regulation 17 Creation of security
Regulation 19 Mandatory Listing
Regulation 26 Obligations of the Issuer, etc.

From the foregoing, it is concluded that the Company has failed to comply with the
provisions of Sections 56, 60, 2(36), 73, 117B and 117C of the Companies Act, 1956
and the respective provisions of the ILDS Regulations, in respect of its offer and
issuance of RPSs and NCDs and is liable for suitable action under the Companies Act,
1956, the SEBI Act and the ILDS Regulations. The Company shall therefore be liable
to make refunds as per the mandate under Section 73(2) of the Companies Act, 1956
and also for regulatory action for committing the above violations.

23.

The interim order has noted that the Company had created a charge for an amount of
20 crore and had appointed ATM Secured Deventure Development Trust
(represented by its Trustees, viz. Mr. Arghya Sengupta, Mr. Jagadish Chandra Nag and
Mr. Ram Sunder Bhattacharya) as Debenture Trustee for its offer of NCDs. I note
that ATM Secured Deventure Development Trust had acted without registration from
SEBI as required under Section 12(1) of the SEBI Act. In this regard, I note that the
said trust is not registered with SEBI to perform the functions of a debenture trustee

Page 16 of 25

in the capital market. Further, the following conditions under Regulation 7 of the DT
Regulations are also not satisfied by the said trust:
"no person should act as a debenture trustee unless he is either
i. a scheduled bank carrying on commercial activity; or
ii. a public financial institution within the meaning of section 4A of the Companies Act,
1956; or
iii. an insurance company; or
iv. body corporate."
From the above, it is seen that ATM Secured Deventure Development Trust do not
satisfy the eligibility conditions stipulated under Regulation 7 of the DT Regulations.
The debenture trustee has not disputed the allegations.
I note that a person who accepts a position which carries certain responsibilities and
eligibility criteria under law, ought to have satisfied the same. In the present case, ATM
Secured Deventure Development Trust is not registered as debenture trustees with
SEBI as required under Section 12(1) of the SEBI Act. Further, it does not satisfy the
conditions under Regulation 7 of the DT Regulations, which prescribes that only a
scheduled bank carrying on commercial activity or a public financial institution within
the meaning of Section 4A of the Companies Act, 1956 or an insurance company or a
body corporate should act as a debenture trustee.
One of the trustees namely Mr. Arghya Sengupta vide his letter dated February 20,
2015 has argued that he has no connection with ATM Secured Deventure
Development Trust or any member/ director of the trust and his signatures on the
trust deed are forged. I note that Mr. Arghya Sengupta has only made a claim that his
signature on the trust deed were forged. No document in support of such claim has
been submitted by him to show that he has initiated any action relating to his forged
signatures as against the persons responsible for the same. In the absence of any such
action and considering the fact that Mr. Arghya Senguptas name was available in the
trust deed of ATM Secured Deventure Development Trust, I am not inclined to accept
his submissions.

Page 17 of 25

In view of the same, I find ATM Secured Deventure Development Trust (represented
by its Trustees, viz. Mr. Arghya Sengupta, Mr. Jagadish Chandra Nag and Mr. Ram
Sunder Bhattacharya) guilty of violating the provisions of Section 12(1) of the SEBI
Act and Regulation 7 of the DT Regulations. In view of these observations, it can be
said that the provisions of Section 117B of the Companies Act, 1956, have not been
completely complied with.
24.

Liability of Directors: The interim order was issued against the directors of the
Company namely Mr. Taimur Ali Gayen, Mr. Yusuf Ali Gayen, Mr. Indrajit Roy, Mr.
Hasem Mirza, Ms. Ashmin Khatun, Mr. Mirza Dinar, Ms. Nandini Chatterjee, Mr.
Debasish Dasgupta, Mr. Kamal Kishore Lodha, Mr. Debabrata Ghosh, Mr. Pradip
Das, Mr. Tahidur Rahaman Gayen, Mr. Arun Kumar Mishra, Mr. Saiful Alam and Mr.
Mohammad Younus.
a. The details of their appointment and resignations are as under:
Name

Date of Appointment

Date of Cessation

Mr. Taimur Ali Gayen

Mr. Yusuf Ali Gayen
Mr. Indrajit Roy
Mr. Hasem Mirza
Ms. Ashmin Khatun
Mr. Mirza Dinar
Ms. Nandini Chatterjee
Mr. Debasish Dasgupta
Mr. Kamal Kishore Lodha
Mr. Debabrata Ghosh
Mr. Pradip Das
Mr. Tahidur Rahaman Gayen
Mr. Arun Kumar Mishra
Mr. Saiful Alam
Mr. Mohammad Younus

05/05/2010
03/12/2011
19/03/2014
05/05/2010
05/05/2010
02/06/2010
02/06/2010
01/06/2011
24/10/2011
29/12/2011
15/02/2012
17/04/2012
18/04/2012
16/12/2013
16/12/2013

Continuing as director
Continuing as director
Continuing as director
02/12/2013
02/12/2013
25/07/2013
01/06/2011
04/09/2011
01/02/2013
31/03/2012
27/04/2013
26/04/2013
26/04/2013
19/03/2014
20/06/2014

b. As per Section 291 of the Companies Act, 1956, the board of directors of a company
shall be entitled to exercise all such powers and do all such acts and things as the
company is authorized to exercise and do. Therefore, the board of directors being
responsible for the conduct of the business of a company will be held liable for any

Page 18 of 25

non-compliance of law and such liability is also on the individual directors. In this
regard, refer to the order of Honble High Court of Madras in the matter of Madhavan
Nambiar Vs. Registrar of Companies [2002 108 Comp Cas 1 Mad] wherein it was observed
that 13. A director either full time or part time, either elected or appointed or nominated is
bound to discharge the functions of a director and should have taken all the diligent steps and taken
care in the affairs of the company.
14. In the matter of proceedings for negligence, default, breach of duty, misfeasance or breach of trust
or violation of the statutory provisions of the Act and the rules, there is no difference or distinction
between the whole-time or part time director or nominated or co-opted director and the liability for such
acts or commission or omission is equal. So also the treatment for such violations as stipulated in the
Companies Act, 1956..
I note that the position of a director in a public company/ listed company comes
along with responsibilities and compliances under law, which have to be fulfilled by
such director or face the consequences for any violation or default thereof.
c. I note that the Company had offered and issued RPSs during the financial years 201112 and 2012-13. Further, it had also offered and issued NCDs during the financial
years 2011-12 and 2012-13. Section 56 of the Companies Act, 1956 imposes the
liability for the compliance, on the company, every director, and persons responsible
for the issuance of the prospectus. The liability of the Company to repay under Section
73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act, is continuing
and the same continues till all the repayments are made to the investors/ public.
Therefore, the directors who were present during the period when the Company had
made the offer and allotted RPSs and NCDs shall be liable for violation of Sections
56, 60 and 73 of the Companies Act, 1956 including the default in making refunds as
mandated therein. As the liability to make repayments under Section 73(2) of the
Companies Act read with Section 27 of the SEBI Act is a continuing liability, the
persons who joined the Companys Board pursuant to the offer and allotment of RPS

Page 19 of 25

and NCD shall also be liable if the Company and the concerned directors have failed
to make refunds, as mandated under the discussed provisions of law.
d. From the table above, it is noted that Mr. Taimur Ali Gayen, Mr. Yusuf Ali Gayen,
Mr. Hasem Mirza, Ms. Ashmin Khatun, Mr. Mirza Dinar, Ms. Nandini
Chatterjee, Mr. Debasish Dasgupta, Mr. Kamal Kishore Lodha, Mr. Debabrata
Ghosh, Mr. Pradip Das, Mr. Tahidur Rahaman Gayen, Mr. Arun Kumar
Mishra, Mr. Saiful Alam and Mr. Mohammad Younus were the directors of the
Company at the time of impugned issues and allotment of RPSs and NCDs and were
responsible for the affairs of the Company at the relevant point of time. Mr. Taimur
Ali Gayen and Mr. Yusuf Ali Gayen continue to be the director of the Company.
Mr. Hasem Mirza, Ms. Ashmin Khatun, Mr. Mirza Dinar, Ms. Nandini Chatterjee, Mr.
Debasish Dasgupta, Mr. Kamal Kishore Lodha, Mr. Debabrata Ghosh, Mr. Pradip
Das, Mr. Tahidur Rahaman Gayen, Mr. Arun Kumar Mishra, Mr. Saiful Alam and Mr.
Mohammad Younus had resigned from the Company on dates as mentioned in the
para 24(a) above.
Mr. Debabrata Ghosh, Mr. Saiful Alam and Mr. Mohammad Younus vide respective
letters have submitted that they were not involved in the day to day working of the
Company during the respective tenures. The submissions made by these persons are
of no help in the light of the discussed order of Honble High Court of Madras in the
matter of Madhavan Nambiar Vs. Registrar of Companies (supra).
Mr. Arun Kumar Mishra vide his letter dated September 24, 2015, has submitted that
he is an illiterate man and Mr. Taimur Ali Gayen had taken his signatures fraudulently
on the documents. He has also submitted that he is a depositor of the Company and
requested for a refund of 11,00,000. I note that Mr. Arun Kumar Mishra has not
submitted any document in support of his claim to show that he has initiated any
action relating to his forged signatures as against the persons responsible for the same.
In the absence of any such action against the Company or the alleged person and

Page 20 of 25

considering the fact that his name was available in the record of RoC as a director
during the period of allotment of RPSs and NCDs, I am unable to accept his
submissions.
In view of the same, it can be concluded that Mr. Taimur Ali Gayen, Mr. Hasem Mirza,
Ms. Ashmin Khatun, Mr. Mirza Dinar, Ms. Nandini Chatterjee, Mr. Debasish
Dasgupta, Mr. Kamal Kishore Lodha, Mr. Debabrata Ghosh, Mr. Pradip Das, Mr.
Tahidur Rahaman Gayen, Mr. Arun Kumar Mishra, Mr. Saiful Alam and Mr.
Mohammad Younus are responsible for the violations committed by the Company
and liable, jointly and severally, for making refunds along with interest to the investors
as mandated under Section 73(2) of the Companies Act, 1956 read with Section 27 of
the SEBI Act.
e. I note that Mr. Indrajit Roy was appointed as a director of the Company on March 19,
2014 i.e. after the available dates of impugned issues. He is also one of the present
directors of the Company. It is observed that he has not exercised necessary diligence
after becoming director in the Company. The inaction by him against the management
(for violating the public issue norms as stipulated under the Companies Act, 1956),
even after the receipt of the interim order, leads one to conclude on a possible collusion
with the Company and its management. Mr. Indrajit Roy has also not taken any steps
to remedy the violations committed. As discussed earlier, the liability to refund is a
continuous liability and would be discharged only when the repayments are done.
Therefore, I hold Mr. Indrajit Roy liable for the same.
25.

At this stage, I note that the Company and its directors namely Mr. Taimur Ali
Gayen, Mr. Yusuf Ali Gayen, Mr. Indrajit Roy, Mr. Hasem Mirza, Ms. Ashmin
Khatun, Mr. Mirza Dinar, Ms. Nandini Chatterjee, Mr. Debasish Dasgupta,
Mr. Kamal Kishore Lodha, Mr. Debabrata Ghosh, Mr.

Pradip Das, Mr.

Tahidur Rahaman Gayen, Mr. Arun Kumar Mishra, Mr. Saiful Alam and Mr.
Mohammad Younus were required to provide full inventory of the assets and

Page 21 of 25

properties within 21 days from the date of receipt of the interim order. However, no
such details have been filed till date.
26.

In view of the discussion above, appropriate action in accordance with law needs to
be initiated against the Company and the directors/ promoters in charge of the affairs
of the Company, during the relevant period.

27.

Therefore, 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 and 11B
thereof hereby issue the following directions:
a. The Company, ATM Agro Industries India Limited [PAN: AAICA4906A],Mr.
Taimur Ali Gayen [PAN: AEBPG4001N], Mr. Yusuf Ali Gayen [PAN:
AYNPG5900E], Mr. Indrajit Roy [PAN: BHQPR8645J], Mr. Hasem Mirza
[PAN: BAGPM1763F],Ms. Ashmin Khatun [PAN: BKBPK8720K], Mr. Mirza
Dinar [PAN: BAGPM1764C], Ms. Nandini Chatterjee [PAN: ACEPC4432C],
Mr. Debasish Dasgupta [PAN: APDPD8203N], Mr. Kamal Kishore Lodha
[PAN: AAYPL5577B], Mr. Debabrata Ghosh [PAN: AFWPG1415L],Mr. Pradip
Das

[PAN:

ACZPD8269R],

Mr.

Tahidur

Rahaman

Gayen

[PAN:

BDOPG6790F], Mr. Arun Kumar Mishra [PAN: AIIPM2433R], Mr. Saiful Alam
[PAN: AVFPA7748F], Mr. Mohammad Younus [PAN: AHJPM6572H] jointly
and severally, shall forthwith refund the money collected by the Company through the
issuance of Redeemable Preference Shares and Non-Convertible Debentures (which
have been found to be issued in contravention of the public issue norms stipulated
under the Companies Act, 1956 and ), to the investors including the money collected
from investors, till date, pending allotment of RPS and NCD, 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.

Page 22 of 25

b. The repayments to investors shall be effected only in cash through Bank Demand
Draft or Pay Order.
c. The Company and/or its present management are permitted to sell the assets of the
Company only for the sole purpose of making the refunds as directed above and
deposit the proceeds in an Escrow Account opened with a nationalised Bank.
d. The Company and its present management shall issue public notice, in all editions of
two National Dailies (one English and one Hindi) and in one local daily with wide
circulation, detailing the modalities for refund, including details on contact persons
including names, addresses and contact details, within fifteen days of this Order
coming into effect.
e. After completing the aforesaid repayments, the Company shall file a certificate of such
completion with SEBI, within a period of three months from the date of this Order,
from 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. ATM Agro Industries India Limited, Mr. Taimur Ali Gayen, Mr. Yusuf Ali
Gayen, Mr. Indrajit Roy, Mr. Hasem Mirza, Ms. Ashmin Khatun, Mr. Mirza
Dinar, Ms. Nandini Chatterjee, Mr. Debasish Dasgupta, Mr. Kamal Kishore
Lodha, Mr. Debabrata Ghosh, Mr. Pradip Das, Mr. Tahidur Rahaman Gayen,
Mr. Arun Kumar Mishra, Mr. Saiful Alam and Mr. Mohammad Younusare also
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.
g. In case of failure of the Company, ATM Agro Industries India Limited, its directors
including Mr. Taimur Ali Gayen, Mr. Yusuf Ali Gayen, Mr. Indrajit Roy, Mr.
Hasem Mirza, Ms. Ashmin Khatun, Mr. Mirza Dinar, Ms. Nandini Chatterjee,

Page 23 of 25

Mr. Debasish Dasgupta, Mr. Kamal Kishore Lodha, Mr. Debabrata Ghosh, Mr.
Pradip Das, Mr. Tahidur Rahaman Gayen, Mr. Arun Kumar Mishra, Mr. Saiful
Alam and Mr. Mohammad Younus in complying with the aforesaid directions,
SEBI, on expiry of three months 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

appropriate action as deemed fit.

h. The Company namely ATM Agro Industries India Limited is directed not to,
directly or indirectly, access the capital market by issuing prospectus, offer document
or advertisement soliciting money from the public and is 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 four
(4) years from the date of completion of refunds to investors, made to the satisfaction
of SEBI, as directed above.
i. The directors of the Company namely Mr. Taimur Ali Gayen, Mr. Yusuf Ali
Gayen, Mr. Indrajit Roy, Mr. Hasem Mirza, Ms. Ashmin Khatun, Mr. Mirza
Dinar, Ms. Nandini Chatterjee, Mr. Debasish Dasgupta, Mr. Kamal Kishore
Lodha, Mr. Debabrata Ghosh, Mr. Pradip Das, Mr. Tahidur Rahaman Gayen,
Mr. Arun Kumar Mishra, Mr. Saiful Alam and Mr. Mohammad Younus are
restrained from accessing the securities market and are further prohibited from buying,
selling or otherwise dealing in securities, directly or indirectly, with immediate effect.

Page 24 of 25

They are also restrained from associating themselves with any listed public company
and any public company which intends to raise money from the public, with immediate
effect. This restraint shall continue to be in force for a further period of four (4) years
on completion of the repayments, as directed above.
j. ATM Secured Deventure Development Trust, Mr. Arghya Sengupta, Mr. Jagadish
Chandra Nag and Mr. Ram Sunder Bhattacharya shall not offer themselves to be
engaged as debenture trustees or in any capacity as an intermediary in the securities
market, without obtaining a certificate of registration to undertake that assignment as
required under law. Further, they are restrained from accessing the securities market
and are further restrained from buying, selling or dealing in securities, in any manner
whatsoever, for a period of four (4) years.
k. The above directions shall come into force with immediate effect.
28.

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.

29.

Copy of this Order shall be forwarded to the recognised stock exchanges and
depositories for information and necessary action.

30.

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 : April 29th, 2016

PLACE : Mumbai

PRASHANT SARAN
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA

Page 25 of 25