Bdbs Associates Limited vs Sebi

Date of Decision : 04/01/2018

Misc. Application No.86 of 2017 And Appeal No.78 of 2017

BDBS Associates Limited (CIN - U22219WB1988PLC217742) (PAN - AAACB8722D) 12, Shakespeare Sarani, 1st Floor, Kolkata - 700 701. ... Appellant

Versus

Securities and Exchange Board of India Eastern Region Office, L&T Chambers, 3rd Floor, 16, Carnac Street, Kolakata - 700 017 ... Respondent

Mr. Akash Menon, Advocate i/b Mr. Vijay Kanoria, Advocate for the Appellant.

Mr. Vishal Kanade, Advocate a/w Mr. Mihir Gupte, Advocate i/b Singhania Legal Services for the Respondent.

CORAM : Justice J. P. Devadhar, Presiding Officer Dr. C. K. G. Nair, Member

Per : Justice J. P. Devadhar (Oral)

MISC. APPLICATION NO.86 OF 2017:

1.

There is a delay of 259 days in filing this appeal. For the reasons

stated in the Misc. Application No.86 of 2017 the delay is condoned.

The Misc. Application is disposed of accordingly.

2 APPEAL NO.78 OF 2017:

2. This appeal is filed to challenge the order passed by the

Adjudicating Officer ("AO" for short) of Securities and Exchange Board

of India ("SEBI" for short) on 28th March, 2016. By the said order,

penalty of Rs.2.5 lakh is imposed on the appellant under Section 15HB

of SEBI Act, 1992 on ground that the appellant has failed to obtain SEBI

Complaints Redressal System (SCORES) authentication within the

stipulated time.

3. Counsel for the appellant submitted that the appellant-company

in its Annual General Meeting held on 7/9/2001 had resolved to delist

its shares from the Gauhati Stock Exchange and accordingly, on

29/10/2001 had written a letter to the Gauhati Stock Exchange for

delisting its shares. It is submitted that thereafter there was no dealing

of its shares in the Gauhati Stock Exchange and in the records of the

Registrar of Companies and also on the portal of Ministry of Corporate

Affairs, Government of India, status of the appellant-company is shown

as "unlisted company".

4. We see no merit in the above contentions. There is nothing on

record to suggest that the Gauhati Stock Exchange had allowed

delisting of the shares of the appellant-company. In the absence of any

document issued by the Gauhati Stock Exchange to the effect that the

appellant-company has been delisted, the AO was justified in 3

considering the appellant as a listed company and hence bound and

liable to obtain SCORES authentication within the stipulated time.

5. Admittedly the appellant has not obtained the SCORES

authentication. Moreover, the appellant has not even intimated to SEBI

within the stipulated time that it was under the belief that it was an

unlisted company. In these circumstances, decision of the AO in not

considering the entries shown in the records of Registrar of Companies

and the Ministry of Corporate Affairs, cannot be faulted. Penalty

imposable for such violations under Section 15HB of the SEBI Act is up

to Rs.1 crore. The AO after considering all mitigating factors has

imposed penalty of Rs.2.5 lakh which cannot be said to be excessive or

unreasonable.

6. In the result, we see no merit in the appeal and the same is

hereby dismissed with no order as to costs.

Sd/-

Justice J. P. Devadhar Presiding Officer

Sd/-

Dr. C. K. G. Nair Member

04/01/2018 prepared & compared by-dg