31, 2012) (hereinafter referred to as the "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." 4.3 In this regard

i. Reference is also made to Sections 67(1) and 67(3) of the Companies Act, 1956, which are reproduced 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) Any reference in this Act or in the articles of a company to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be construed as including a reference to invitation to subscribe for them extended to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any manner. (3) No offer or invitation shall be treated as made to the public by virtue of sub- section (1) or sub- section (2), as the case may be, if the offer or invitation can properly be regarded, in all the circumstances- (a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) otherwise as being a domestic concern of the persons making and receiving the offer or invitation Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more: Provided further that nothing contained in the first proviso shall apply to non-banking financial companies or public financial institutions specified in section 4A of the Companies Act, 1956 (1 of 1956).

ii. While examining the scope of Section 67 of the Companies Act, 1956, the Hon'ble Supreme Court of India in the Sahara Case observed 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. 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. "

iii. For ascertaining whether the Offer of RCPS are public issues or issues on private placement basis in accordance with Section 67 of the Companies Act, 1956, the number of subscribers is of utmost importance.

a) In the facts of the instant case, it is observed from the audited financial statements and from the details submitted by the Auditors that NPSL issued Redeemable Cumulative Preference Shares to 151627 investors and mobilized funds amounting to Rs.127.14 Crores during the financial years 2005-06 to 2011-12. NPSL has not filed the information of its preference share holders with RoC and has also failed to submit the relevant information sought by SEBI in this regard. Noncompliance and non-cooperation by NPSL in submitting information to SEBI, non-filing of information with RoC and complaints received against NPSL, indicate that NPSL is attempting to conceal information about the Offer of RCPS in order to avoid compliance with company law and securities law. In view of the above stated facts, in particular the quantum of funds mobilized and the number of preference share holders, the Offer of RCPS by NPSL prima facie qualifies as a public issue of securities in terms of Section 67(3)of the Companies Act, 1956, which has been elucidated by the Hon'ble Supreme Court of India in the Sahara Case. It is also to be mentioned that the data of issue and allotment of Redeemable Non- Convertible Debentures has not been provided by NPSL despite repeated reminders.

b) In addition, NPSL is not stated to be a non-banking financial company or a public financial institution within the meaning of section 4a of the companies act and therefore, is not covered under the second proviso to Section 67(3).

c) In this regard, it is pertinent to note that by virtue of Section 55A of the Companies Act read with Section 67 of the said Act, so far as it relates to issue and transfer of securities, shall also be administered by SEBI. 4.4 I note that

i. From the abovementioned para, it will follow that since the Offer of RCPS is a public issue of securities, such securities shall also have to be listed on a recognized stock exchange, as mandated under Section 73 of the Companies Act, 1956. In this regard, reference is made to Section 73 of the Companies Act, 1956, of which sub-sections (1), (2) and (3) are relevant for the instant case, which is reproduced as under: "73. (1) Every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognised stock exchanges for permission for the shares or debentures intending to be so offered to be dealt with in the stock exchange or each such stock exchange. (1A) Where a prospectus, whether issued generally or not, states that an application under sub- section (1) has been made for permission for the shares or debentures offered thereby to be dealt in one or more recognised stock exchanges, such prospectus shall state the name of the stock exchange or, as the case may be, each such stock exchange, and any allotment made on an application in pursuance of such prospectus shall, whenever made, be void, if the permission has not been granted by the stock exchange or each such stock exchange, as the case may be, before the expiry of ten weeks from the date of the closing of the subscription lists : Provided that where an appeal against the decision of any recognized stock exchange refusing permission for the shares or debentures to be dealt in on that stock exchange has been preferred under section 22 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), such allotment shall not be void until the dismissal of the appeal. (2) 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. (3) All moneys received as aforesaid shall be kept in a separate bank account maintained with a Scheduled Bank 1 [until the permission has been granted, or where an appeal has been preferred against the refusal to grant such. permission, until the disposal of the appeal, and the money standing in such separate account shall, where the permission has not been applied for as aforesaid or has not been granted, be repaid within the time and in the manner specified in sub- section (2)]; and if default is made in complying with this sub- section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees.

ii. In the Sahara Case, the Hon'ble Supreme Court of India also examined Section 73 of the Companies Act, 1956, wherein it observed that "Section 73(1) of the Act casts an obligation on every company intending to offer shares or debentures to the public to apply on a stock exchange for listing of its securities. Such companies have no option or choice but to list their securities on a recognized stock exchange, once they invite subscription from over forty nine investors from the public. If an unlisted company expresses its intention, by conduct or otherwise, to offer its securities to the public by the issue of a prospectus, the legal obligation to make an application on a recognized stock exchange for listing starts. Sub-section (1A) of Section 73 gives indication of what are the particulars to be stated in such a prospectus. The consequences of not applying for the permission under sub-section (1) of Section 73 or not granting of permission is clearly stipulated in sub-section (3) of Section 73. Obligation to refund the amount collected from the public with interest is also mandatory as per Section 73(2) of the Act. Listing is, therefore, a legal responsibility of the company which offers securities to the public, provided offers are made to more than 50 persons. Section 73(2) says that every company and every director of the company who is an officer in default, shall 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. The scope of the above mentioned provisions came up for consideration before this Court in Raymond Synthetics Ltd. & Ors. V. Union of India (supra), wherein the Court held that in a case where the company has not applied for listing on a stock exchange, the consequences will flow from the companys disobedience of the law, the liability to pay interest arises as from the date of receipt of the amounts, for the company ought not to have received any such amount in response to the prospectus. I am, therefore, of the view that since Saharas had violated the listing provisions and collected huge amounts from the public in disobedience of law, SEBI is justified in directing refund of the amount with interest."

iii. Having regard to the abovementioned observations of the Hon'ble Supreme Court of India, since the Offer of RCPS is prima facie a public issue in accordance with the provisions of the Companies Act, 1956, the same will attract the requirement of compulsory listing before a recognized stock exchange in terms of Section 73(1) of the Companies Act, 1956 and also compliance with provisions of Sections 73(2) and 73(3) of that Act.

iv. In the facts of the instant case, it prima facie appears that NPSL has violated the provisions of Section 73 of the Companies Act, 1956, in respect of the Offer of RCPS. 4.5 Under Section 2(36) read with Section 60 of the Companies Act, 1956, a company needs to register its prospectus with the RoC, before making a public offer or issuing the prospectus to the public. As per the aforesaid Section 2(36), prospectus means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in, or debentures of, a body corporate. As mentioned above, since the Offer of RCPS was made to fifty persons or more, it has to be construed as a public offer. Having made a public offer, NPSL was required to register a prospectus with the RoC under Section 60 of the Companies Act, 1956. In the instant case, there is no evidence on record to indicate that the aforesaid requirement had been complied with, by NPSL. In view of the same, I find that NPSL has prima facie not complied with the provisions of Section 60 of the Companies Act., 1956. 4.6 Under 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 or debentures of a company, unless the form is accompanied by abridged prospectus, contain disclosures as specified. Based on the material available on record, I find that NPSL has not complied with the provisions of Section 56(1) and 56(3) of the Companies Act, 1956 and therefore, has prima facie violated the aforesaid provisions. 4.7 Upon a consideration of the aforementioned paragraphs, I am of the view that NPSL is prima facie engaged in fund mobilising activity from the public, through the Offer of RCPS and as a result of the aforesaid activity has violated the aforementioned provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73).

5. SEBI has a statutory duty to protect the interests of investors in securities and promote the development of, and to regulate, the securities market. section 11 of the sebi act has empowered it to take such measures as it deems fit for fulfilling its legislative mandate. Further, as per the provisions of Section 55A of the Companies Act, 1956, the administrative authority on the subjects relating to public issue of securities is exclusively with SEBI. For this purpose, SEBI can exercise its jurisdiction under Sections 11(1), 11A, 11B and 11(4) of the SEBI Act read with Section 55A of the Companies Act, 1956 over companies who issue Redeemable Cumulative Preference Shares to fifty persons or more, but do not comply with the applicable provisions of the aforesaid Companies Act. Steps therefore, have to be taken in the instant matter to ensure that only legitimate fund raising activities are carried on by NPSL and no investors are defrauded. This is especially so as NPSL has failed to reply to the letters/summons issued by SEBI. In light of the facts in the instant matter, I find that there is no other alternative but to take recourse to an interim action against NPSL and its Directors, for preventing that company from further carrying on with its fund mobilising activity under the Offer of RCPS.

6. In view of the foregoing, I, in exercise of the powers conferred upon me under sections 11(1), 11(4), 11a and 11b of the sebi act, hereby issue the following directions

i. NPSL shall forthwith cease to mobilize any fresh funds from investors through the Offer of RCPS or through any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly, till further directions;

ii. Nixcil Pharmaceuticals Specialities Limited (now known as Heivero Pharmaceuticals Limited) (CIN:U24231UP1992PLC014636); (PAN:AABCN6977H) and its following Directors 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: No. Name of the Director DIN PAN

1. Prithi Paul Singh Sethi 00076689 AOAPS8866A

2. Arun Kumar Madan 00076741 Not available

3. Amit Mishra 00317047 AIEPM2608Q

4. Manzoor Alam Not available Not available

5. Gurbhej Singh Hora 00312542 Not available

6. Bankey Bihari Mishra 0232918 Not available

7. Vishwa Bandhu Vashishta 02707338 ABFPV9924N

8. Kishan Pal Singh 02350363 AVVPS8411M

9. Sanjay Kumar Upadhyay 02455875 AAXPU2236P

10. Dilip Kumar Mishra 02699649 Not available

11. Deena Nath Maurya 02824654 BJJPM1012K

12. Deepak Awasthi 0269978 AHBPA7975L

13. Chhotelal Shukla 02706032 CLJPS2300B

14. Shiva Nand Mishra 02706697 AJHPM9388B

15. Manoj Kumar Joshi 02722133 AGJPJ7853P

16. Mukesh Kumar Khare 06400147 BBVPK0966N

17. Arvind Tiwari 01629407 ADXPT8691C

18. Pashupati Nath Dixit 01664553 AJPPD9322G

19. Shri Rajesh Kumar Sharma 01731816 BFXPS2910E

20. Ramendra Prasad Sharma 02518373 AOBPS4499A

iii. NPSL and its abovementioned Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions.

iv. NPSL shall provide a full inventory of all its assets and properties;

v. The Directors of NPSL shall provide a full inventory of all their assets and properties;

vi. NPSL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of RCPS, without prior permission from SEBI;

vii. NPSL and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of RCPS, which are kept in bank account(s) and/or in the custody of NPSL;

viii. NPSL and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information as sought by SEBI.

ix. NPSL shall provide to SEBI all information regarding repayments made to the holders of Redeemable Cumulative Preference Shares including names of the preference share holders, addresses, amount mobilized, number of Redeemable Cumulative Preference Shares issued, promised maturity amount with date of maturity, amount refunded and date thereof. NPSL's Preference Share Capital is indicated as Nil in the Annual Return for the financial year 2012-13. NPSL shall provide full details of how the Preference Share Capital which was approximately `127.14 Crores as on March 31,2012 became Nil as on March 31, 2013.

x. NPSL shall also provide to SEBI all information regarding Redeemable Non-Convertible Debentures including Redeemable Non-Convertible Debentures issued, names of the debenture holders, addresses, amount mobilized, promised maturity amount with date of maturity, amount refunded and date thereof;

7. The above directions shall take effect immediately and shall be in force until further orders.

8. The prima facie observations contained in this Order are made on the basis of the material available on record i.e. the complaints received by SEBI and documents contained therein, correspondence exchanged between SEBI and NPSL, auditors of NPSL along with the documents contained therein and information obtained from the Ministry of Corporate Affairs' website i.e. 'MCA21 Portal'. In this context, NPSL and its abovementioned Directors are advised to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11a and 11b of the sebi act including the following, should not be taken/imposed against them:

i. Directing them jointly and severally to refund money collected through the Offer of Redeemable Cumulative Preference Shares along with interest, if any, promised to investors therein;

ii. Directing them not to issue 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, for an appropriate period;

iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.

9. NPSL and its abovementioned Directors, may, within 21 days from the date of receipt of this Order, file their replies, if any, to this Order and may also indicate whether they wish to avail themselves an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.

10. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against NPSL and its abovementioned Directors, in accordance with law. Place: Mumbai S. RAMAN Date: April 24, 2015 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA