Directions under sections 11 and 11B of the Securities and Exchange Board of India Act, 1992 against Alpine Industries Limited and its directors Mr. Satish Kumar Bhandari and Mr. Jamboo Kumar Bhandari

WTM/RKA/OIAE/23/2012 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: RAJEEV KUMAR AGARWAL, WHOLE TIME MEMBER ORDER Directions under sections 11 and 11B of the Securities and Exchange Board of India Act, 1992 against Alpine Industries Limited and its directors Mr. Satish Kumar Bhandari and Mr. Jamboo Kumar Bhandari.

1. Alpine Industries Limited (hereinafter referred to as 'the Company") is a company incorporated under the Companies Act, 1956 and having its registered office at Mhow-Neemuch Road, Pithampur, District - Dhar, Madhya Pradesh, Pin Code - 453 001. The shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the Madhya Pradesh Stock Exchange Limited (MPSE). Trading in the shares of the Company are suspended on both the said stock exchanges. As noted from the records, Mr. Satish Kumar Bhandari and Mr. Jamboo Kumar Bhandari are the directors of the Company.

2. Due to non-redressal of investors' grievances by the Company, SEBI by an order dated October 16, 2003 had directed it and its directors to dissociate themselves from the securities market for a period of 5 years and not to deal in securities in any manner whatsoever for a period of 5 years. 3. SEBI received further complaints from various investors relating to many matters such Non-receipt of shares after transfer/ transmission, non-payment of dividend, non-receipt of duplicate share certificate, etc. Vide letter dated April 07, 2011, SEBI forwarded 80 such complaints that were unresolved by the Company and advised it to resolve all the investors' grievances within 15 days from the date of receipt of the letter and to submit a Status Report in that regard. 4. As the aforesaid letter of SEBI returned undelivered, a public notice was given on July 20, 2011 in the website of SEBI advising the Company to resolve the pending investors' grievances and submit an Action Taken Report (ATR). However, the Company did not resolve the grievances even after being advised through this public notice. Therefore, a show cause notice dated February 22, 2012 (SCN) was issued to the Company calling upon it to show cause as to why it should not be restrained, under sections 11(4)(b) and 11B of the SEBI Act, from accessing the securities market and prohibited from dealing in securities, till all pending investor grievances, as on the date of the notice, are resolved. Similar SCNs were also issued to the directors of the Company, namely, Mr. Satish Kumar Bhandari and Mr. Jamboo Kumar Bhandari. The noticees were also informed about the opportunity of personal hearing in the matter fixed on March 20, 2012.

5. Vide letter dated March 06, 2012, the Company (through its director Mr. Satish Bhandari), while acknowledging the receipt of notices/SCN issued to the directors, submitted that its registered office is situated at its factory and has been locked by the Madhya Pradesh Industrial Development Corporation Limited (MPSIDC) since April 2004 and therefore no records are available with it. It further submitted that the Company has requested MPSIDC to allow it to have access to the records but the same was allowed only twice as per the directions of the Board for Industrial and Financial Reconstruction (BIFR). It also submitted that the last such request was made vide letter dated December 05, 2011 and when the officers of the company visited the registered office only scattered records were available and most of the Company's server and computers were missing. The Company stated that it is presently not in operation and is trying its best to amicably settle the issues with the creditors and that once normalcy returns it would try its best to redress all investors' grievances. The Company requested to take a lenient view and not to initiate any action. 6. Though the Company and directors were aware of the SCNs and the hearing opportunity afforded to them in the matter, they failed to appear for the personal hearing. Therefore, I proceed to decide the matter on merits on the basis of the material available on record. 7. I have considered the SCNs issued to the Company and its two directors, the aforesaid reply and other material available on record.

8. I note from the records that SEBI had forwarded 80 complaints to the Company on April 07, 2011 and the following 85 complaints are pending against the Company as on date : List of Pending Complaints against the Company SR New Registration No Nature of Complaint Date of Receipt No 1 SEBIP/MH96/9103760/1 Non-receipt of shares after Transmission 27-Jan-1996 2 SEBIP/MH98/9108341/1 Non-receipt of Dividend 10-Jan-1998 3 SEBIP/MH98/9108342/1 Non-receipt of Dividend 20-Jan-1998 4 SEBIP/MH99/9109846/1 Non-receipt of Dividend 21-Jan-1998 5 SEBIP/MH98/9108473/1 Non-receipt of Dividend 7-Feb-1998 6 SEBIP/MH98/9108477/1 Non-receipt of Dividend 17-Feb-1998 7 SEBIP/MH98/9108476/1 Non-receipt of Dividend 17-Feb-1998 8 SEBIP/MH98/9108478/1 Non-receipt of Dividend 17-Feb-1998 9 SEBIP/MH98/9108480/1 Non-receipt of Dividend 23-Feb-1998 10 SEBIP/MH98/9108625/1 Non-receipt of Dividend 18-Mar-1998 11 SEBIP/MH98/9108495/1 Non-receipt of Dividend 19-Mar-1998 12 SEBIP/MH98/9108623/1 Non-receipt of shares after Transmission 1-Apr-1998 13 SEBIP/MH98/9108630/1 Non-receipt of Dividend 7-Apr-1998 14 SEBIP/MH98/9108638/1 Non-receipt of Dividend 24-Apr-1998 15 SEBIP/MH98/9107491/1 Non-receipt of Dividend 9-May-1998 16 SEBIP/MH98/9107501/1 Non-receipt of Dividend 26-May-1998 17 SEBIP/MH98/9107646/1 Non-receipt of Dividend 16-Jun-1998 18 SEBIP/MH98/9107647/1 Non-receipt of Dividend 16-Jun-1998 19 SEBIP/MH98/9107779/1 Non-receipt of Dividend 4-Jul-1998

20 SEBIP/MH98/9107780/1 Non-receipt of Dividend 9-Jul-1998 21 SEBIP/MH98/9107784/1 Non-receipt of duplicate share certificate 21-Jul-1998 22 SEBIP/MH98/9107792/1 Non-receipt of Dividend 31-Jul-1998 23 SEBIP/MH98/9107799/1 Non-receipt of Dividend 17-Aug-1998 24 SEBIP/MH98/9107942/1 Non-receipt of Dividend 19-Sep-1998 25 SEBIP/MH98/9107945/1 Non-receipt of Dividend 22-Sep-1998 26 SEBIP/MH98/9108065/1 Non-receipt of Dividend 22-Sep-1998 27 SEBIP/MH98/9108076/1 Non-receipt of Dividend 3-Oct-1998 28 SEBIP/MH99/9108332/1 Non-receipt of Dividend 30-Dec-1998 29 SEBIP/MH99/9109756/1 Non-receipt of Dividend 5-Jan-1999 30 SEBIP/MH99/9109840/1 Non-receipt of Dividend 16-Jan-1999 31 SEBIP/MH99/9109858/1 Non-receipt of shares after Transmission 4-Feb-1999 32 SEBIP/MH99/9109947/1 Non-receipt of shares after Transmission 24-Feb-1999 33 SEBIP/MH99/9108775/1 Non-receipt of shares after Transmission 13-May-1999 34 SEBIP/MH99/9108906/1 Non-receipt of Dividend 8-Jun-1999 35 SEBIP/MH99/9109174/1 Non-receipt of shares after Transmission 13-Aug-1999 36 SEBIP/MH99/9109186/1 Non-receipt of Dividend 24-Aug-1999 37 SEBIP/MH99/9109187/1 Non-receipt of Dividend 24-Aug-1999 38 SEBIP/MH99/9109481/1 Non-receipt of shares after Transmission 1-Nov-1999 39 SEBIP/MH00/9110495/1 Non-receipt of Dividend 1-Jul-2000 40 SEBIP/MH00/9110609/1 Non-receipt of shares after Transfer 22-Jul-2000 41 SEBIP/MH01/9112604/1 Non-receipt of shares after Transfer 6-Feb-2001 42 SEBIP/MH01/9113098/1 Non-receipt of shares after Transfer 29-Mar-2001 43 SEBIP/MH01/9114356/1 Non-receipt of shares after Transfer 18-Aug-2001 44 SEBIP/MH01/9114482/1 Non-receipt of shares after Transfer 5-Sep-2001 45 SEBIP/MH01/9115182/1 Non-receipt of Dividend 13-Dec-2001 46 SEBIP/MH02/9101165/1 Non-receipt of shares after Transfer 21-Mar-2002 47 SEBIP/MH02/9102391/1 Non-receipt of shares after Transfer 29-May-2002 48 SEBIP/MH02/9103544/1 Non-receipt of shares after Transfer 20-Jul-2002 49 SEBIP/MH02/9105234/1 Non-receipt of shares after Transmission 14-Oct-2002 50 SEBIP/MH03/9106489/1 Non-receipt of shares after Transfer 4-Jan-2003 51 SEBIP/MH03/9106619/1 Non-receipt of shares after Transfer 15-Jan-2003 52 SEBIP/MH03/9107481/1 Non-receipt of Dividend 12-Feb-2003 53 SEBIP/MH03/9107623/1 Non-receipt of shares after Transmission 20-Feb-2003 54 SEBIP/MH03/9110294/1 Non-receipt of shares after Transfer 1-Aug-2003 55 SEBIP/MH03/9110752/1 Non-receipt of shares after Transfer 23-Aug-2003 56 SEBIP/MH03/9111719/1 Non-receipt of shares after Transfer 10-Oct-2003 57 SEBIP/MH03/9111847/1 Non-receipt of shares after Transfer 21-Oct-2003 58 SEBIP/MH04/9113749/1 Non-receipt of shares after Transfer 10-Feb-2004 59 SEBIP/MH04/9114802/1 Non-receipt of Dividend 24-Apr-2004 60 SEBIP/MH04/9100278/1 Non-receipt of Dividend 5-Oct-2004 61 SEBIP/MH04/9100520/1 Non-receipt of refund in Public / Rights issue 23-Oct-2004 62 SEBIP/MH04/9101002/1 Non-receipt of shares after Transfer 4-Dec-2004 63 SEBIP/MH05/9101756/1 Non-receipt of shares after Transfer 4-Jan-2005 64 SEBIP/MH05/9104577/1 Non-receipt of shares after Transmission 18-May-2005 65 SEBIP/MH05/9105297/1 Non-receipt of Dividend 23-Jun-2005 66 SEBIP/MH05/9106848/1 Non-receipt of shares after Transmission 9-Sep-2005 67 SEBIP/MH05/9106857/1 Non-receipt of shares after Transmission 10-Sep-2005 68 SEBIP/MH05/9107711/1 Non-receipt of shares after Transmission 3-Dec-2005 69 SEBIP/MH06/9108301/1 Non-receipt of shares after Transmission 2-Jan-2006

70 SEBIP/MH07/9112335/1 Non-receipt of Dividend 3-Mar-2007 71 SEBIP/MH07/9112346/1 Non-receipt of Dividend 8-Mar-2007 72 SEBIP/MH07/9113176/1 Non-receipt of shares after Transmission 14-Aug-2007 73 SEBIP/MH08/9114992/1 Non-receipt of Dividend 15-Mar-2008 74 SEBIP/MH08/9100023/1 Non-receipt of shares after Transmission 5-Aug-2008 75 SEBIP/MH09/9102069/1 Non-receipt of shares after Transmission 5-Mar-2009 76 SEBIP/MH09/9102882/1 Non-receipt of shares after Transmission 5-Jun-2009 77 SEBIP/MH09/9104776/1 Non Receipt of Share certificates after endorsement 14-Oct-2009 78 SEBIP/MH10/9105629/1 Non-receipt of shares after Transmission 21-Jan-2010 79 SEBIP/MH11/9113763/1 Non-receipt of shares after Transmission 8-Mar-2011 80 SEBIP/MH11/9115379/1 Non-receipt of shares after Transmission 25-Mar-2011 81 SEBIP/MP11/0000003/1 Non-receipt of securities after Transmission 16-May-2011 82 SEBIP/MP11/0000009/1 Non-receipt of shares after Transmission 16-May-2011 83 SEBIP/MP11/0000109/1 Non-receipt of shares after Transfer 2-Sep-2011 84 SEBIP/MP12/0000071/1 Non updation of Address/Signature or Corrections 20-Apr-2012 etc 85 SEBIP/MP12/0000071/2 Non-receipt of shares after Rematerialisation 30-Apr-2012

9. The aforesaid 85 complaints pending as on date, are categorised as under: S.No Nature of complaints No. of complaints 1 Non-receipt of dividend 39 2 Non-receipt of shares after transmission 23 3 Non-receipt of shares after transfer 18 4 Non-receipt of share certificates after endorsement 1 5 Non-receipt of shares after re-materialization 1 6 Non-receipt of duplicate share certificates 1 7 Non-receipt of refund in public/rights issue 1 8 Non-updation of address/signature or corrections etc. 1 Total 85

10. I note that the above mentioned restraint Order dated October 10, 2003, was issued to the Company and its directors on account of the Company's failure to redress 61 investors' complaints that were pending as on July 31, 2003. However, the Company has failed to redress the complaints in spite of the SEBI Order issued in the year 2003. It is noted that out of the 85 complaints mentioned in the above Table, 57 complaints were pending against the Company before the Order dated October 10, 2003 was passed. Further, some of the complaints are pending since 1998. I note that the Company had not taken due care to redress investors' complaints even when it was in operation till 2004 as submitted in its reply. Thus, it can be reasonably inferred that the Company's response towards redressal of investors' complaints is poor and not satisfactory.

11. I also note that out of above 85 complaints 46 complaints relate to non-receipt of shares/certificates and updation of address/signature and the redressal of such complaints do not involve substantial financial outflow from the Company. As per section 113 of the Companies Act, the Company is under obligation to deliver the share certificate within two months after the request for registration of the transfer of shares was made by the transferee shareholder. Non compliance in this regard is a punishable offence under section 113 (2) of the Companies Act. Further, default in non issuance of duplicate certificates, is punishable offence under section 84(3) of the Companies Act and default regarding making refund of application money in the public issue is punishable offence under section 73 of the Companies Act. Thus, it is mandatory for the Company to redress the grievances/complaints in those respect within timeline stipulated in the Companies Act. In view of the provisions of sections 11 and 15C of the SEBI Act, the Company was under obligation to redress all investors' complaints in terms of the advice/direction and the above stated Order of SEBI. However, it has failed to redress the investors' complaints despite repeated advices of SEBI and Order dated October 10, 2003.

12. I also note that the Company has not obtained 'SCORES authentication' as required in terms of the SEBI Circular dated June 30, 2011 that requires all listed companies to obtain authentication for the SEBI Complaints Redress System (SCORES).

13. In my view, non-redressal of investors' grievances by any listed company would adversely affect the confidence of investors in the securities market. Appropriate enforcement action, therefore, needs to be taken against the defaulters. Hence, I, issue following directions under sections 11 and 11B read with section 19 of the SEBI Act, 1992 :- (a) Alpine Industries Limited and its directors Mr. Satish Kumar Bhandari (PAN- ACXPB2726K) and Mr. Jamboo Kumar Bhandari (PAN-ABFPB5051Q) are restrained from accessing the securities market; and (b) they are also prohibited from buying, selling or dealing in securities market, directly or indirectly, in whatsoever manner, till all pending investors' grievances against the Company are resolved and ATR in that regard is duly filed with SEBI by the Company.

14. The aforesaid directions shall be without prejudice to any other action that may be taken by SEBI against the aforesaid noticees.

15. A copy of this Order shall be forwarded to the BSE, MPSE and the depositories for necessary action.

16. This Order shall come into force with immediate effect.

Date: July 12, 2012 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA.