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WTM/PS/02/EFD/APR/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA


CORAM: PRASHANT SARAN, WHOLE TIME MEMBER
ORDER
Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act,
1992 read with Regulation 65 of the SEBI (Collective Investment Schemes) Regulations,
1999
In the matter of Utkarsha Plotters & Multi Agro Solutions India Limited
In respect of:
1. Utkarsha Plotters & Multi Agro Solutions India Limited [PAN: AABCU2646N]
2. Ms. Dipali Mitharam Gurav [PAN: ANVPG7189A],
3. Mr. Mitharam Chhagan Gurav [PAN: AHDPG8821D] and
4. Mr. Pravin Chhagan Gurav [PAN: AZBPG5053D]
Date of Hearing:

October 20, 2015

Appearances:

Mr. Mitharam Gurav, Director; Mr. Pravin Gurav, Director and Mr. Anil
Dhanotiya, Consultant appeared for the Company and its directors.

For SEBI:

Dr. Anitha Anoop, General Manager; Mr. Pradeep Kumar, Assistant


General Manager and Mr. Abhiraj Arora, Manager.

1.

Securities and Exchange Board of India (hereinafter referred to as SEBI) conducted a


preliminary inquiry in the activities of one Utkarsha Plotters & Multi Agro Solutions
India Limited (hereinafter referred to as the Company or Utkarsha). Pursuant to the
inquiry, SEBI vide an ex-parte interim Order dated January 14, 2015 (hereinafter referred to
as the interim order), prima facie found that Utkarsha is engaged in fund mobilizing activities
from the public, by sponsoring or launching Collective Investment Scheme (hereinafter
referred to as 'CIS') as defined in Section 11AA of the Securities and Exchange Board of
India Act, 1992 (hereinafter referred to as the SEBI Act), without obtaining a certificate
of registration from SEBI as required under Section 12(1B) of the SEBI Act and
Regulation 3 of the SEBI (Collective Investment Schemes) Regulations, 1999 (hereinafter
referred to as the CIS Regulations). The interim order also observed that the CIS activities
were carried out by the Company under the garb of purchase/ sale/ development of
plot(s) of land. The interim order was issued in order to protect the interest of investors, to
ensure that the Company and its directors do not collect further funds under its schemes/
plans and to safeguard the assets/ acquired by Utkarsha and its directors from the funds

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of the investing public. This Order directed Utkarsha and its Directors, namely, Ms. Dipali
Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin Chhagan Gurav
(hereinafter collectively referred to as noticees):
not to collect any fresh money from investors from its existing scheme;
not to launch any new schemes or plans or float any new companies to raise fresh moneys;
to immediately submit the full inventory of the assets including land obtained through money
raised by Utkarsha;
not to dispose of or alienate any of the properties/assets obtained directly or indirectly through
money raised by Utkarsha;
not to divert any funds raised from public at large which are kept in bank account(s) and/or
in the custody of Utkarsha;
to furnish all the information/details sought by SEBI within 15 days from the date of receipt
of this order, including,
i. Details of amount mobilized and refunded till date,
ii. Details of commission paid on amounts mobilized above,
iii. Details of agents along with their addresses, etc. and
iv. Audited Accounts for the last financial year.
2.

The aforesaid directions came into force with immediate effect and the noticees were
advised to file their reply within a period of twenty one (21) days from the date of receipt
of the interim order and also to indicate whether they wish to avail an opportunity of
personal hearing in the matter.

3.

The interim order was forwarded to the Company and its directors vide letters dated January
15, 2015. The letters issued to the directors of the Company were delivered. The letter
issued to the Company had returned undelivered with the remark door locked/ left.
Thereafter, an opportunity of personal hearing was granted to the Company and its
directors on October 20, 2015. The date of hearing was communicated to the Company
and its directors vide SEBI letter dated September 30, 2015. This time again the letter
issued to the Company had returned undelivered. The noticee namely Mr. Mitharam
Gurav vide his e-mail dated October 19, 2015 confirmed the presence for the personal
hearing. On the date fixed, the noticees namely Mr. Mitharam Chhagan Gurav and Mr.
Pravin Chhagan Gurav appeared along with Mr. Anil Dhanotiya, Consultant. Mr.
Mitharam Chhagan Gurav also entered appearance for his wife Ms. Dipali Mitharam
Gurav. The noticees submitted the lists of investors, properties, allottees and the bank
account statements, sample allotment letters, financial statements for three years, etc. The
noticees also requested time for filing the written submissions. The request was considered
and ten days time was granted. The Company vide its letter dated November 18, 2015,

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filed the written submissions which were taken on record.

The board resolution

authorising Mr. Mitharam Chhagan Gurav to appear before SEBI on behalf of the
Company was also forwarded along with the said letter.
4.

The submissions of the Company and its directors, in brief, are as under:
The Company was incorporated on February 01, 2011, to carry on the business relating to
real estate and infrastructure. The Company carries on the business of dealing in
infrastructure including under developed plots in accordance with its main object. The
memorandum of association of the Company authorises it to carry on the business
activity of dealing in infrastructure activity especially buying undeveloped plots and then
converting the same into non-agricultural plots and develop roads, electricity, water and
the basic infrastructure facilities and amenities for selling to customers. The Company is
not involved in any CIS.
The board of directors had consisted of Mr. Mitharam Chhagan Gurav, Mr. Pravin
Chhagan Gurav and Ms. Dipali Mitharam Gurav, at the time of incorporation. There is
no change in the above composition of the board of directors.
The Company has complied with the annual filing of e-forms (i.e. Annual Return and
Annual Report) requirements under the Companies Act, 1956 and the Companies Act,
2013.
The Company has honoured the interim order by stopping its acitivities of dealing in plots.
The Company has stopped collecting any fresh money from the plot applicants/ investors
and has not launched any new plans/ schemes to raise money. It has also not disposed
any assets nor diverted any funds raised from the public at large.
The Company has sufficient assets to repay the plot applicants/ investors, if necessary.
The Company possess 10.49 hector (sic) land situated in the areas which are yet to be
developed. The Company also has farming land upon which 10,000 trees of Red Sandal
wood and White Sandal food have been sowed, for generating benefit for repayment to
the investors.
The two sites of the Company are undergoing development and on completion of the
development work, they will fetch good value. The Company has requested SEBI for
reasonable time to complete the development work on these two sites so that it can make
allotment of the plots to the plot applicants/ investors with proper developments as

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committed. As a result of the same, the plot applicant/ investors will be in a position to
receive handsome return on the investment.
The Company also requested SEBI to take lenient view against the Company as it has no
intention to defraud the plot applicants/ investors.
5.

I have considered the interim order, the reply received along with the documents submitted
and the material available on record. The interim order has alleged that the activity of
fund mobilization by Utkarsha under the scheme/Plans for allotment, development and maintenance and
subsequent transfer of land, with a resultant promise of return/ estimated realizable value at the end of
the term, when considered in light of peculiar characteristics and features of such schemes/Plans, as
discussed in the preceding paragraphs, prima facie satisfies all four conditions specified in Section 11AA
(2) of the SEBI Act. I find that Utkarsha is carrying on collective investment scheme under the garb of
purchase/ sale/ development of plot (s) of land. The directors of Utkarsha were also alleged to
be responsible for the illegal conduct of the business of the Company. The interim order
has noted the features of the alleged scheme offered by the Company. The following are
the observations from the interim order:
a. Utkarsha (CIN:U70200MH2011PLC212898) was incorporated on February 01, 2011
having its registered office at 9, Basement, A wing, Shri Chhatrapati Shivaji Maharaj Jilla Krida
Sankul, Opp. State Bank of India, Jalgaon, Maharashtra 425 001. Its Directors are Ms. Dipali
Mithalal Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin Chhagan Gurav.
b. Utkarsha started collecting money from the public since April 2011 and the earliest land
purchased by the company was on April 16, 2012.
c. Utkarsha receives applications from its customers for purchase and development of land / plot
(s). The business/ scheme of Utkarsha is to collect money from public to buy undeveloped plots and
then convert those into non agricultural developed plots with road, electricity, water and other
infrastructure amenities.
d. As per the marketing pamphlets, Utkarsha is inviting investments into its various plans with
an estimated realizable value for developed plot. Plan nos. 1 to 4 are installment payment plans
and Plan nos. 5 and 6 are cash down payment plans.

a. It is also noted in the interim order that the Company was inviting investments under its
various plans. Such plans were broadly categorized as Installment Payment plan [i.e. Plan
No. 1 for 5 years (60 months); Plan No. 2 for 6 years (72 months); Plan No. 3 for 7 year
(84 months); Plan 4 for 6/8/10 year] and Cash Down Payment plan (for varying number
of years). A sample of the plans offered by the Company as also noted in the interim order
are as under:
TABLE A
Plan no. 2 for 6 year (72 Months) - Installment Payment Plan
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Plot Size Consider Monthly


(Sq. Yd.)
ation

121
180
240
300
360
420
480
540
600
660
720

18,000
27,000
36,000
45,000
54,000
63,000
72,000
81,000
90,000
99,000
1,08,000

250
375
500
625
750
875
1,000
1,125
1,250
1,375
1,500

Qtly.

Half
yearly

Yearly

Estimated Realizable
Value of Developed Plot

730
1,095
1,460
1,825
2,190
2,555
2,920
3,285
3,650
4,015
4,380

1,460
2,190
2,920
3,650
4,380
5,110
5,840
6,570
7,300
8,030
8,760

2,900
4,350
5,800
7,250
8,700
10,150
11,600
13,050
14,500
15,950
17,400

26,820
40,230
53,640
67,050
80,460
93,870
1,07,280
1,20,690
1,34,100
1,47,510
1,60,920

TABLE B
Plan No. 5 for Cash Down Payment Plan - 5/6/7/8/9/10/11/15/16 Year
(Select Any One Option)
Plot Size Considera 5 Years 6 Years 7 Years 8 Years 10 Years 11 Years
(Sq. Yd.)
tion
E.R.V of E.R.V of E.R.V of E.R.V of E.R.V of E.R.V of
D.P.*
D.P.
D.P.
D.P
D.P
D.P

121
18,000 32,436
36,495 41,052
46,184 58,450
134.44
20,000 36,040
40,550
45614
51,315 64,945
168.05
25,000 45,050
50,688 57,017
64,144 81,180
201.66
30,000 54,060
60,825 68,420
76,973 97,417
235.27
35,000 63,070
70,963 79,823
89,801 1,13,653
268.88
40,000 72,080
81,100 91,226 1,02,630 1,29890
336.11
50,000 90,100 1,01,375 1,14,034 1,28,288 1,62,361
504.16
75,000 1,35,150 1,52,063 1,71,051 1,92,431 2,43,542
672.22 1,00,000 1,80,200 2,02,750 2,28,068 2,56,575 3,24,722
1,008.33 1,50,000 2,70,300 3,04,125 3,42,102 3,84,863 4,87,083
1,344.44 2,00,000 3,60,400 4,05,500 4,56,136 5,13,158 6,49,444
*Note: E.R.V of D.P (Estimated Realizable Value of Developed Plot)

15 Years
E.R.V of
D.P

16 Years
E.R.V of
D.P

65,756 1,05,328 1,18,495


73,062 1,17,035 1,31,664
91,328 1,46,294 1,64,580
1,09,593 1,75,553 1,97,496
1,27,859 2,04,811 2,30,412
1,46,124 2,34,070 2,63,328
1,82,656 2,92,588 3,29160
2,73,984 4,38,882 4,93,740
3,65,312 5,85,176 6,58,320
5,47,968 8,77,764 9,87,480
7,30,624 11,70,352 13,16,640

b. For subscribing to the plans of the Company, a customer had to submit a Letter of Intent/
Offer Letter cum Agreement. The Letter of Intent/ Offer Letter reads as With reference to
your advertisement/ invitation to offer, regarding sale of agricultural plot(s) of land herein after
referred to as plot(s) as per the plan mentioned below, I hereby apply for purechase of plot(s) under cash
Down Payment Plan/ Installment Payment Plan and avail your Services for development maintenance of
the same with due understanding of the terms and conditions ... .. From the same, it is noted that
the development was an integral part of the plan of the Company and a customer cannot
enter into an agreement with the Company unless he/ she gives the development rights to
it. The relevant terms and conditions for purchasing the plot of land are as under:

2. The minimum booking amount of 50% of the total consideration either in one stroke or by
installments must be made by cheque/ demand draft/ bankers cheque/ cash has to be paid by
the purchaser.
3. After the receipt of the First Instalment of booking amount, the purchaser shall be eligible for
enrollment of his/ her name for the plot of land with the company.

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4. The company shall issue receipt cum acceptance letter containing the area of plot(s) of land to be
allotted to the purchaser in due course of time.
5. In case or cash down payment plant, the plot(s) of land shall be allotted to the purchaser, within
a reasonable period generally not exceeding 300 days (10 months) after receipt of full payment.
6. The company shall enter into an Agreement to sell with the purchaser, after receipt of entire
booking amount. And an allotment letter will be issued specifying the location and number of
plot(s).

7. In case of installment payment plan the plots of land shall be allotted to the purchaser, within
a reasonable period of generally not exceeding (150) days (5 months), after receipt of minimum
booking amount of 50% of total consideration.

13. Where fragmentation into smaller size of plot(s) lands may not be practicable feasible or
permissible under the relevant revenue laws, the Purchaser shall be allotted the requisite share
jointly with other purchasers/ allotters/ transferees in the particular plot(s) of land and in such
case company shall execute procure, execution and Registration of agreement of sale/ sale deed,
ensuring title and interest of such joint holders with other Purchasers.
14. On execution and registration of the agreement for sale/sale deed before the concerned Sub Registrar or Public Notary as may be feasible or practicable of the said / plot (s), either solely or
jointly with other Purchaser, the said title deeds pertaining to the sale of the said plot (s) of land
shall be kept in the safe custody of trustee (s) appointed by the company for the said purpose. The
name and address of the Trustee (s) shall be informed to the Purchaser at the time of issue of letter
of Allotment. A certified copy of the said title deed shall be made available to the Purchaser by the
said Trustee (s) on request in writing by the purchaser.
15. As per the agreement to sale the possession of the said plot(s) of land shall rest with the
purchaser at all times (subject to payment of the balance consideration amount). However,
Company has the right to carry out work in relation to development of the said plots(s) of land as
per the terms of plan agreement. The Company or their representative shall enter upon the said
plot for the limited purposes of rendering the development work only. The company or their
representative shall not claim any right whatsoever over the said property.
16. Cost of plot includes, the cost of land, development charges, saplings plants, trees other
miscellaneous expenses in order to make the plot(s) of land ready for cultivation purpose as
mentioned in the agreement.

18. The company shall provide to its purchaser(s) the marking service for sell of developed plots by
easy liquidity i the purchaser needs, requires or wishes so, in that case the purchaser shall request
in writing at least 180 days before the expiry of the term, authorizing the company to sell his/ her
said developed plot at such price as may be mutually be agreed upon, such request will be entertained
by the company only at the end of the tenure of this agreement.
19. The purchaser shall have a right to verify the title deed at the office trustee(s) during the normal
working hours on any working day, after furnishing a formal written request atleast 15 days in
advance.

c. Other documents are installment receipt and acceptance letter the copies of which have
been submitted by the Company. The acceptance letter reads as In response to your letter
and first booking installment amount along with consent of acceptance of terms and condition laid down by
the company, we are pleased to inform you that your name is hereby enrolled and registered for the booking
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of plot of land, which was mentioned in your offer letter. The general terms and conditions of booking,
allotment and other condition of contract printed overleaf. The same contains the place for
registration no., plot size (sq. yd), payment plan and tenure, periodicity of installment,
consideration amount, estimated realizable value of developed plot, etc. The terms and
condition of acceptance letter are as under:
1. The purchaser has to pay the minimum booking amount of 50% of the total consideration,
either in one stroke or by installments. After the receipt of first installment of booking amount,
the purchaser shall be eligible for enrollment of his/ her name for the plot of land with the
company. The company shall issue receipt cum acceptance letter containing the area of plot of land
to be allotted to the purchaser in due course of time.

4. In case of Installments Payment Plan, the plot of land shall be allotted to the purchaser within
a reasonable period generally non exceeding 150 day, after payment of minimum booking amount
of 50% of total consideration.
5. In case of Cash Down Payment Plan, the plot of land shall be allotted to the purchaser within
a reasonable period generally non exceeding 300 day (10 Months), after receipt of full payment.

11. On execution of agreement for sale/ sale deed, registered before the concerned sub registrar or
public notary as may be feasible or practicable of the said property, either solely or jointly with
other purchaser, the said title deed pertaining to the sale of the said property shall be kept in the
safe custody of Trustee(s) appointed by vendor for purpose. A certified copy o the said title deed
shall be made available to the purchaser shall the said Trustee(s). The name and address of
Trustee(s) shall be informed to the purchaser at the letter of allotment. The purchaser shall have
the liberty to verify the title deed at the office of Trustee (s) during the normal working hours on
any working day and to obtain certified copy after furnishing a formal written request of 30 days
in advance.
12. The purchaser shall be the absolute owner-in-possession of the said property except common
facilities provided by vendor which may be passing through the said property, whether over ground
or underground.
13. The purchaser has every right to assigns the development work of the said property to any
person or company or agency of its choice and they shall carryout the necessary preliminary
development works in the said property such as to make Survey, demarcation, fencing, clearing of
unwanted vegetation, leveling, providing common road and electricity at the nearest point of the
said property, employ person as per their choice for carrying out its obligations under this
agreement. The Purchaser shall not ordinarily interfere, with the above said rights of vendor.
However, the Purchaser shall have the right to tender suggestion, visit the land site, inspect the
record in regard to the development and maintenance of the said property. The minimum period
5 to 27 years is required for development of said property and during the period if any yield of
saleable produce, the Purchaser shall not have any claim on such produce till said plot is handed
over to the purchaser.
14. The development work will be carried out by the company or its agents as per terms and
conditions of the agreement to sell, wherever the purchaser has assigned such development right to
the company. In case the purchaser wishes to carry out any development work either by himself or
through any other agency full co-operation will be extended by the company.
15. However vendor has only right to carry out work in relation to development and
maintenance of the said plot of land as per the terms of plan or agreement. Vendor or its

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representative shall enter upon the said property only for the limited purpose of rendering the
services. Vendor or their representative shall not claim any right whatsoever over the said property.

17. The company shall provide to its purchaser(s) the marketing service for sell of development of
plots for easy, liquidity if the purchaser needs/ requires or wishes so, in that case the purchaser
shall request in writing at least 180 days before the expiry of the tenure, authorizing the company
to sell his/ her said developed plot at such price as may mutually be agreed upon. Such request
will be entertained by the company only at the end of the tenure of this agreement.

19. Cost of Plot includes, the cost of land, development charges, other inputs, saplings, plants,
trees maintenance and other miscellaneous expenses as mentioned in the agreement.

d. Another document is the Allotment Letter of Plot(s) of Land. I have perused the sample
Allotment Letter of Plot(s) of Land and note that the same contains the space for details
of the plot allotted. The relevant part of the Letter of Allotment of Plot(s) is as under:
...
The Agreement in respect of said plot(s) allotted to you shall be executed and registered as per
terms and conditions of Letter of Intent/ Offer Letter. Upon registration, the original clear title
documents shall be handed over to the Utkarsha tech & safe services having office at 9, Basement,
A wing, Shri Chhatrapati Shivaji Maharaj Jilha Krida Sankul (Stadium Complex), Jalgaon
(District: Jalgaon), Maharashtra - 425 001, which shall be holding the same in trust. You shall
have the right to verify the original clear title documents on any working day during the normal
working hours, after sending a formal request in working 15 days in advance.
This allotment and the subsequent conveyance of the aforesaid plot(s) to you shall remain subject
to the General Terms and Condition contained in Application Form signed by you and the
Terms and Conditions of the Agreement between you and UTKARSHA PLOTTERS AND
MULTI AGRO SOLUTIONS INDIA LIMITED.

In case of installment payment plans all future installments, which are to be paid by you
under the said plan, shall automatically stand appropriated by UTKARSHA PLOTTERS
AND MULTI AGRO SOLUTIONS INDIA LIMITED upon receipt. These
appropriation shall cover the cost of procuring the said property and conveying it to you, developing
the same .
All the expenses of transfer i.e. stamp & registration charges of plot/ land will have to incurred
by the purchaser at the end of the tenure. However, UTKARSHA PLOTTERS AND
MULTI AGRO SOLUTIONS INDIA LIMITED reserves the right to change the
location of this allotment..

e. Next document is agreement. The relevant clauses of the same are as under:

WHEREAS the vendor is engaged in the business of real estate i.e. of buying, selling and
acquiring all type of lands such as agricultural and non agricultural and development of such lands
situated at various place in India. The vendor also sells the land of difference measurement by
demarking and plotting the land in small segments to prospective purchaser as required. The vendor

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also undertakes the development work as and when necessary either solely or in joint venture with
other agencies.
.. That the vendor is also in the process of making arrangements/ had made arrangement for
purchasing/ procuring the land in different areas, forming part of various payments plans, launched
by vendor to the prospective buyers.
AND WEHREAS the purchaser has requested the vendor by letter of intent to allot/ sale of
plot(s) of agricultural land in his/ her favour and to develop the same by rendering activities in
order to make plot(s) suitable for cultivation purpose as per the terms and conditions mentioned
therein and also in this agreement and plant. The purchaser has accordingly paid the requisite
booking amount after acceptance of the terms and conditions laid down by the vendor.
.
1.
(b) The purchaser hereby agreed that wherever fragmentation into smaller size of plot(s) land may
not be practicable, feasible or permissible under the relevant laws, the purchaser shall be allotted
the requisite share jointly with other purchasers/ allotters/ transferees in a particular piece of land
and in such case vendor shall execute/ procure, execution and registration of agreement of sale/
sale deed ensuring the title and interest of such joint holder with other purchasers. Thereafter the
possession of the respective plots shall be handed over to the purchaser immediately after execution
of the relevant agreement for sale/ sale deed or by allotment letter so as to enable the vendor
implement this agreement during the relevant period, in the manner contemplated herein below.
The right, title interest of the purchaser in the said property shall not be affected in any case, subject
to reciprocal right and obligation of the vendor.

3. The purchaser shall be absolute owner-in-possession of the said property. The purchaser
shall not have any claim of whatsoever nature at any time over common amenities provided by the
vendor such as irrigation pipeline, drainage systems, electrical lines etc. which may be passing
through the said property, whether over ground or underground. The vendor shall ensure that the
said common amenities shall run along the boundary of the said property.

7. Custody of Title Deeds

On execution of agreement for sale/ sale deed, registered before the concerned sub registrar or public
notary as may be feasible or practicable of the said property, either solely or jointly with other
purchaser, the said title deeds pertaining to the sale of the said property shall be kept in safe custody
of Trustee(s) appointed by vendor for the purpose. A certified copy of the said title deed shall be
made available to the purchaser by the said Trustee(s). The name and address of the Trustee(s)
shall be informed to the purchaser at the time of the letter of allotment. The purchaser shall have
the liberty to verify the title deed at the office e of Trustee(s) during the normal working hours on
any working day and to obtain certified copy after furnishing a formal written request of 30 days
in advance.

10. The Possession of the said property shall rest with the purchaser at all times (subject to the
balance consideration amount receivable by the vendor). However for the purpose of development
of the said propertly as per the terms of the agreement, vendor shall enter upon the said property
only for the limited purpose of rendering the development work. The vendor shall not claim any
right whatsoever the said property as a management/ tenant. However, the vendor shall have first
charge on said property on account of its unpaid installments, dues expenses on account of
development charges and other incidental expenses incurred by the vendor. The said property cannot,
in any other manner be sold assigned, mortgaged, pledged or alienated without obtaining No Dues
Certificate/ No Objection Certificate from vendor, in case of installment Payment Plans.

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15. Development Work:

A) The purchaser assigns the development rights of his/ her plot(s) to the vendor and accordingly
they shall carry out the necessary preliminary developmental work in the said property.
(i) Amount received by the purchaser is against the value of the said plot and development charges.
B) The vendor or its nominee/ representative shall develop the plot(s) in such manner so that it
can be ready for cultivation purpose. The development work includes the following act(s).
(ii) To consult with the technical expert of their choice.
(iii) To make survey, demarcation, fencing, cleaning of unwanted vegetation.
(iv) Leveling of said property as per its requirement. Sapling trees, on the border of the plot and to
maintain them.
(v) Providing a common road and electricity, irrigation facility a may be practicable and feasible.
(vi) Employ its own technical experts, advisors and such other persons, if considers necessary for
carrying out its obligations under this agreement and shall pay the necessary fees/ wages and
expenses incidental thereto.
(vii) The purchaser shall not ordinarily interfere with the above said rights of the vendor. However, the
purchaser shall have the right to tender suggestion, visit the land site inspect the record in regard
to the development of the said property.
(viii) The minimum period of 3 to 27 years (as per plans and tenure) is required for development of the
said property.

f. The Company has also submitted a sample Special Power of Attorney. The same reads
as under:
I/ We hereby nominate constitute and appoint to be my/ our true and lawful attorney
in to effect and to do all or any of the following acts, deeds, matters and things in respect of the
said property viz.
1) To appear and act before Tahsildar, S.D.O., S.D.M. Prant office, Collector, Revenue
Authority, Electricity Board, of company Municipal Corporation, Registrar Office and any other
Government and Semi Government Authority and also to appear before all Courts, ribunal and
to receive any notice, letter call, summon, to file application, reply, say, made correction,
rectification, confirmation before the concerned authorities etc. And to appoint advocate, agent or
any professional person as may be required in relation to the said property.

4) To be present and lodge in the office of the Sub-Registrar of Assurance or Registrar and to
admit execution of Sale Deed / Agreement to sale in my favour and to do all acts and things
necessary for effectively registering the said documents on behalf of me in respect of the said property.
5) To develop and thereafter take possession of the said property from the vendor/ his/ her
nominee agent attorney in such manner as may be required in the circumstances or as may be
appropriate after development work is completed, to apply for revenue authority for the mutation
of the said property it necessary.
6) To do all acts incidental to and collateral with above purpose.

g. Another document is application for optional return against land unit/ unit certificate.
The same is pre-printed document on the letter head of the Company with blanks for

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name, address details, etc. to be filed by the customers. Relevant clauses in it reads as
under:
I am the holder of the above mentioned land Unit/ Unit certificate and now I am not
interested in the said land unit booked by me earlier, hence as per Companys terms and conditions
kindly arrange to pay me the optional return against the above said land Unit/ Unit Certificate.
I am authorizing Mr. ..
Who is associated with you to collect the payment of the said optional return on my behalf by
Cash/ Cheque. Amounting ..
From the reading of the above, I note that the customer gives the authorisation of
collecting the payment to the agent associated, with the Company.
6.

Considering the reply and discussion on the documents submitted by the Company, the
following are my findings:
a. The allotment of the plot is solely at the discretion of the Company as the letter of intent/
offer letter does not give an option to the customer to specify the location/ details of the
land they wish to apply for. The same only finds mention of the plan number, tenure and
consideration. The acceptance letter also does not provide the location of the land where
the plot will be allotted to the customers which is a primary document. However, the
acceptance letter contains the estimated realizable value of developed plot.
b. Development of plot was an integral part of the plan of the Company and customer cannot
enter into an agreement with the Company unless he/ she gives the development rights to
it. As per the terms and conditions of acceptance letter, the minimum period of 5-27
years is required for development of the plot and during the said period the rights over
any saleable produce on the such plot, is retained by the Company.
c. Before allotment of the plot/ land, the customer was required to pay the minimum
booking amount of 50% of the total consideration. In cash down payment plan, the land
was promised to be allotted within a period not exceeding 300 days after receipt of the full
payment. In installment payment plan, the land was promised to be allotted within a
period not exceeding 150 days, after payment of minimum booking amount of 50% of
total consideration. Further, the Company reserves its right to change the location of the
allotment of land.
d. The Company has submitted copies of certain allotment letters and from the same, it is
observed that certain plot numbers have been allocated to the customers. It is noted that
there is no lay-out plan/ demarcation/ map of such plots for identification attached to the
allotment letter. In the absence of such details, it can be said that the allotment letter only
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indicates the location where the plot is allotted and not the unique/ identifiable plot.
Further, from the perusal of the allotment letter of one Ms. Kamlabai Sitaram Vital, it is
noted that the allotment letter number and plot number are same i.e. 60. It is further noted
from the said allotment letter that she had been allotted an area of 121 sq. yds.
e. The letter of intent/ offer letter and agreement states that as the fragmentation of land/
plot into smaller sizes may not be practical/ feasible/ permissible under the relevant
revenue laws, the customer shall have the requisite share jointly with other customers/
purchasers/ allottees, in a particular plot of land.
f. The Company has extended the facility of opting out only to the customers who had
invested under the cash down payment plan and provided marketing service to its
customers for the sale of plots.
g. As per the letter of intent/ offer letter cum agreement and the acceptance letter, the
Company will retain the sale deeds of the plot of land (if entered in favour of the
customers) in its custody through a trustee and only a certified copy of the sale deed is
promised to the customers. The Company had also taken special power of attorney from
its customers.
h. The Company along with its submissions has submitted a list of 34,408 investors, list of
347 investors who have been issued allotment letters and list of 3,988 investors who had
been repaid as on March 31, 2015, upon maturity. At this stage, I note the observation
made in the interim order that Utkarsha submitted a list of approximately 12083 investors (as on
March 31, 2013) and a list of 274 investors (as on March 31, 2013) who had entered into an agreement
for sale with the Company for transfer of land in investors names, which is approximately 2.3% of the
total investor base of Utkarsha. However, Utkarsha has not provided any proof of having registered sale
deed or agreement of sale with investors. It is observed that the Company along with its
submissions has not submitted any sale deed executed in favour of the investors/
customers.
i. From the details of the plans operated by Utkarsha, it is seen that the costs of all the plots
offered by the Company are same. The value of each piece of land usually varies. However,
the plans operated by the Company suggests that the land was being sold as a
homogeneous commodity at a fixed price.
j. As per the acceptance letter, the minimum period of development is 5-27 years and as per
the agreement, the minimum period of development is said to be 3-27 years (as per the

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plans and tenure). From the said details, it can be inferred that the Company fixes the
development period of plot of land for its customers as per the plan opted by these.
7.

Having discussed the above, now I proceed to test the characteristics of the impugned
plans/ schemes floated and carried on by the Company. For concluding whether a scheme
is a CIS or not, all the four conditions under Section 11AA(2) of the SEBI Act should be
satisfied.
i.

The first condition is that the contributions, or payments made by the investors, by whatever name
called, are pooled and utilized for the purposes of the scheme or arrangement. In this regard, I note
that:

The Company accepts the money from the investors/ customers for subscribing to one
of its specified plans for the purchase of plot.

At the stage of application form/ letter of intent/ offer letter, the Company does not
identify the land to be sold to the customer. As discussed in the earlier paragraphs, the
Company had promised to allot the plot under the cash down payment plan within a
reasonable period generally not exceeding 300 days. As regards, the installment payment
plan, the plot had to be allotted within reasonable period generally not exceeding 150 days
after the receipt of 50% of the total consideration.

In the allotment letter the Company has stated that In case of installment payment plans
all future installments, which are to be paid by you under the said plan, shall automatically stand
appropriated by UTKARSHA PLOTTERS AND MULTI AGRO SOLUTIONS INDIA
LIMITED upon receipt. These appropriation shall cover the cost of procuring the said property and
conveying it to you, developing the same . Further, in the agreement, the Company has stated
that it is in process of making arrangements/ had made arrangements for purchasing/ procuring the
land in different areas, the same suggests that the Company till the date of issue of allotment
letter and agreement only makes arrangements for purchasing/ procuring the land.

The Company had also not identified the plot of land in the acceptance letter issued by
it. Though the same provides for the size of the plot and the estimated realizable value of
developed plot, which is yet to be allotted.
The above discussed facts hints towards the pooling of investments made by the
investors/ customers of the Company, with an aim/ object of carrying out its overall plan/
scheme. Having considered the same, one can safely conclude that the contributions, or
payments made by the investors, are pooled and utilised by the Company for the purposes
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of the scheme or arrangement, the scheme being to accept contributions/ payments in


the name of sale of plot/ land. Thus, satisfying the first condition as stipulated in Section
11AA(2)(i) of the SEBI Act.
ii.

The second condition is that the contributions or payments are made to such scheme or arrangement
by the investors with a view to receive profits, income, produce or property, whether movable or immovable
from such scheme or arrangement. The plans of the Company and acceptance letter clearly
provides for the estimated realizable value of developed plot at the end of the term. From
the same, it can be concluded that the investment/ contributions were made by the
customers/ investors with a view to earn profits. Considering the same, it is concluded
that the customers/ investors had made the contribution/ payment to the Company with
a view to earn profits/ income/ property/ return on the initial investments that may accrue
to them as applicable, thus attracting the second condition as stipulated in Section
11AA(2)(ii) of the SEBI Act.

iii.

The third and fourth conditions under Section 11AA(2) of the SEBI Act are being
discussed together. The said conditions are that the property, contribution or investment forming
part of scheme or arrangement, whether identifiable or not, is managed on behalf of the investors and the
investors do not have day to day control over the management and operation of the scheme or arrangement.
In relation to the same, I note as under
-

The investor/ customer investing with the Company is mandatorily required to give
authority for the development and maintenance of the plot in favour of the Company.

As per the terms and conditions of the letter of intent/ offer letter and the acceptance
letter, the Company retain the right to carry on with the work in relation to the
development of the plot(s) of land. The same also hints that the plot/ land was not
managed by the customers, at any stage of the plan/ scheme.

The Company obtains the unconditional authority from its customers for developing and
maintaining the plot intended to be purchased by the investors/ customers. In view of the
same, it can be concluded that the customer does not manage his investments in the plan/
scheme rather the investments are managed and utilized by the Company, at its discretion.

As the contribution/ investment and the plot are managed by Utkarsha on behalf of its
customers, they do not have any role in their management. The customer does not get any
claim over the common facilities provided by the Company. The sale of produce is also

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arranged by the Company and the wastage is retained by the Company. The investor/
customer only has the right to tender suggestions, to visit the plot and to inspect the related
records, however, the Company has not produced anything to show as to how the
investor/ customer will identify the plot.
-

Further, the joint possession of the plot of land also hints that the customer does not have
day to day control over the plot of land/ property as the same remained in the custody/
use of the Company.

The provision of retaining the sale deeds by the Company appointed trustee suggest that
the complete control over the plot remains with the Company.
Considering the discussion above, it can be concluded that the plans/ schemes of the
Company satisfies the third and fourth conditions under Section 11AA (2) of the SEBI
Act also.

8.

From the arrangement which the Company has with its customers, it is evident that the
Company solicits investments from its customers in its plan of purchase of plot/ land. In
this regard, I place my reliance on the following observations of the Honble Supreme
Court, made in the matter of PGF Limited & Ors. Vs. Union of India & Anrs. (Civil Appeal
No. 6572 of 2004)
.. sub-section (2) of Section 11 AA, which defines a collective investment scheme
disclose that it is not restricted to any particular commercial activity such as in a shop or any other
commercial establishment or even agricultural operation or transportation or shipping or
entertainment industry etc. The definition only seeks to ascertain and identify any scheme or
arrangement, irrespective of the nature of business, which attracts investors to invest their funds at
the instance of someone else who comes forward to promote such scheme or arrangement in any
field and such scheme or arrangement provides for the various consequences to result there from.
As all the four conditions specified under section 11AA(2) of the SEBI Act are satisfied
in this case, the schemes/ plans promoted, launched, carried on and operated by the
Company are in the nature of CIS in terms of section 11AA(1). While proceeding further,
I once again place my reliance on the observations of the Hon'ble Supreme Court, made
in the matter of PGF Limited & Ors. Vs. Union of India & Anrs. (supra):
42.
... .. as per the agreement between the customer and the PGF Limited, it is the responsibility of
the PGF Limited to carry out the developmental activity in the land and thereby the PGF
Limited undertook to manage the scheme/arrangement on behalf of the customers. Having regard
to the location of the lands sold in units to the customers, which are located in different states while
the customers are stated to be from different parts of the country it is well-neigh possible for the

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customers to have day to day control over the management and operation of the
scheme/arrangement. In these circumstances, the conclusion of the Division Bench in holding that
the nature of activity of the PGF Limited under the guise of sale and development of agricultural
land did fall under the definition of collective investment scheme under Section 2(ba) read along
with Section 11AA of the SEBI Act was perfectly justified and hence, we do not find any flaw
in the said conclusion.
... ....
53. therefore, hold that Section 11AA of the SEBI Act is constitutionally valid. We also
hold that the activity of the sale and development of agricultural land squarely falls within the
definition of collective investment scheme under Section 2(ba) read along with Section 11AA (ii)
of the SEBI Act ...
Therefore, having concluded that the activities of the Company are CIS in terms of Section
11AA of the SEBI Act, I proceed further with the matter.
9.

Section 12(1B) of the SEBI Act mandates that no person, shall sponsor or cause to be
sponsored or carry on or caused to be carried on any CIS unless it obtains a certificate of
registration from SEBI in accordance with the CIS Regulations. The Company has clearly
failed to do so. Regulation 3 of the CIS Regulations provides that no person other than a
Collective Investment Management Company which has obtained a certificate under the
said regulations shall carry on or sponsor or launch a CIS. A person can launch or sponsor
or cause to sponsor a CIS only if it is registered with SEBI as a Collective Investment
Management Company. Therefore, the launching/ floating/ sponsoring/ causing to
sponsor any collective investment scheme by any person without obtaining the
certificate of registration in terms of the provisions of the CIS Regulations is in
contravention of Section 12(1B) of the SEBI Act and Regulation 3 of the CIS Regulations.

10.

Liability of the Directors: I note that the interim order was issued against the Company
and its directors namely Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and
Mr. Pravin Chhagan Gurav. The details of the appointment and resignations of the
directors of the Company are as under:
Name

Ms. Dipali Mitharam Gurav


Mr. Mitharam Chhagan Gurav
Mr. Pravin Chhagan Gurav

Date of Appointment
February 01, 2011
February 01, 2011
February 01, 2011

Date of Cessation
Continuing as director
Continuing as director
Continuing as director

It is noted that Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin
Chhagan Gurav are continuing as directors of the Company. Therefore, I have no
hesitation in holding that the Company and its directors namely Ms. Dipali Mitharam

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Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin Chhagan Gurav were engaged in
the illegal fund mobilising activity by floating/ sponsoring/ launching, unregistered/
unauthorised CIS, as defined in the Section 11AA of the SEBI Act. In view of the above
findings and observations made in this Order and the violations committed by the
Company, it becomes necessary for SEBI to issue appropriate directions in order to
protect the interest of investors and also to secure the interest of the securities market.
11.

I note that the Company along with its reply has submitted certain documents to show
purchase of lands. However, the Company and its directors have not submitted the full
inventory of the assets as asked vide the interim order.

12.

In view of the observations made in this Order, I, in exercise of the powers conferred
upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 and
Sections 11(1), 11B and 11(4) thereof and Regulation 65 of the SEBI (Collective
Investment Schemes) Regulations, 1999, hereby issue the following directions:
a. Utkarsha Plotters & Multi Agro Solutions India Limited [PAN: AABCU2646N],
Ms. Dipali Mitharam Gurav [PAN: ANVPG7189A], Mr. Mitharam Chhagan Gurav
[PAN: AHDPG8821D] and Mr. Pravin Chhagan Gurav [PAN: AZBPG5053D] shall
abstain from collecting any money from the investors or launch or carry out any Collective
Investment Schemes including the scheme which have been identified as a Collective
Investment Scheme in this Order.
b. Utkarsha Plotters & Multi Agro Solutions India Limited and its directors, namley
Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin
Chhagan Gurav shall wind up the existing Collective Investment Schemes and refund
through Bank Demand Draft or Pay Order, the money collected by the said company
under the schemes with returns which are due to its investors as per the terms of offer
within a period of three months from the date of this Order and thereafter within a period
of fifteen days, submit a winding up and repayment report to SEBI in accordance with the
SEBI (Collective Investment Schemes) Regulations, 1999, including the trail of funds
claimed to be refunded, bank account statements indicating refund to the investors and
receipt from the investors acknowledging such refunds.
c. Utkarsha Plotters & Multi Agro Solutions India Limited and its directors, namley
Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin

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Chhagan Gurav shall not alienate or dispose off or sell any of the assets of Utkarsha
Plotters & Multi Agro Solutions India Limited except for the purpose of making
refunds to its investors as directed above.
d. After completing the aforesaid repayments in terms of sub-paragraph (b) above, the
Company shall file a certificate of such completion with SEBI, within a period of 15 days,
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).
e. Utkarsha Plotters & Multi Agro Solutions India Limited and its directors, namley
Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin
Chhagan Gurav are also directed to immediately provide a complete and detailed
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.
f. Utkarsha Plotters & Multi Agro Solutions India Limited and its directors, namley
Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin
Chhagan Gurav are restrained from accessing the securities market and are prohibited
from buying, selling or otherwise dealing in securities market for a period of four (4) years.
g. In the event of failure by Utkarsha Plotters & Multi Agro Solutions India Limited and
its directors, namley Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and
Mr. Pravin Chhagan Gurav to comply with the above directions, the following actions
shall follow:
- Utkarsha Plotters & Multi Agro Solutions India Limited and its directors, namley
Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin
Chhagan Gurav shall remain restrained from accessing the securities market and would
further be prohibited from buying, selling or otherwise dealing in securities, even after
the period of four (4) years of restraint imposed in paragraph 12(f) above, till all the
Collective Investment Schemes of Utkarsha Plotters & Multi Agro Solutions India
Limited are wound up and all the monies mobilized through such schemes are refunded
to its investors with returns which are due to them.
- SEBI would make a reference to the State Government/ Local Police to register a civil/
criminal case against Utkarsha Plotters & Multi Agro Solutions India Limited, its
promoters, directors and its managers/ persons in-charge of the business and its
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schemes, for offences of fraud, cheating, criminal breach of trust and misappropriation
of public funds; and
- SEBI would make a reference to the Ministry of Corporate Affairs, to initiate appropriate
action as deemed fit against the Company, Utkarsha Plotters & Multi Agro Solutions
India Limited.
- SEBI would also make a reference to the Ministry of Corporate Affairs to restrain the
abovementioned noticee directors from being directors in other companies.
- SEBI shall initiate attachment and recovery proceedings under the SEBI Act and rules
and regulations framed thereunder.
13.

This order shall come into force with immediate effect.

14.

This Order shall be without prejudice to the right of SEBI to initiate prosecution
proceedings under Section 24 and adjudication proceedings under Chapter VIA of the
Securities and Exchange Board of India Act, 1992 against Utkarsha Plotters & Multi
Agro Solutions India Limited and its directors, namley Ms. Dipali Mitharam
Gurav, Mr. Mitharam Chhagan Gurav and Mr. Pravin Chhagan Gurav.

15.

With respect to the contravention of Regulation 4(2)(t) of the SEBI (Prohibition of


Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003,
SEBI may examine whether to initiate appropriate proceedings under Sections 11(4) and
11B of the SEBI Act read with Regulation 65(e) of the CIS Regulations and Chapter VI A
of the SEBI Act against Utkarsha Plotters & Multi Agro Solutions India Limited and
its directors, namley Ms. Dipali Mitharam Gurav, Mr. Mitharam Chhagan Gurav
and Mr. Pravin Chhagan Gurav.

16.

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

Date: April 05th, 2016


Place: Mumbai

PRASHANT SARAN
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA

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