Order in respect of (1) Varun Cements Limited and its directors namely, (2) Mr. Shreenivas Kutumbale, (3) Mr. Sanjeev Saxena and (4) Mr. Sunder Thakur

WTM/RKA/EFD/DRA II/87/2016 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 In respect of (1) Varun Cements Limited and its directors, namely, (2) Mr. Shreenivas Kutumbale, (3) Mr. Sanjeev Saxena and (4) Mr. Sunder Thakur 1. SEBI vide its circular no. CIR/OIAE/1/2012 dated August 13, 2012 directed all listed companies to obtain SEBI Complaints Redress System (SCORES) authentication by September 14, 2012 and to take appropriate necessary steps within seven days of receipt of complaints through SCORES, so as to resolve the complaint within thirty days of its receipt. 2. However, certain companies, including Varun Cements Limited (hereinafter referred to as ‘the company’) did not obtain SCORES authentication within the time period specified in the aforementioned circular, a public notice was issued on January 13, 2013, advising inter alia the companies to obtain SCORES authentication within seven days from the date of the advertisement, failing which SEBI would be constrained to initiate appropriate enforcement actions. 3. Since, the company did not obtain SCORES authentication and failed to redress three investor grievances, SEBI issued Show Cause Notices (SCNs) dated March 28, 2013 and August 25, 2014 to the company and its directors, namely, Mr. Shreenivas Kutumbale, Mr. Sanjeev Saxena and Mr. Sunder Thakur, respectively, (hereinafter collectively referred to as "the noticees") calling upon them to show cause as to why suitable directions including direction to restrain them from accessing the securities market for a specified period should not be passed under section 11B of the SEBI Act. The SCNs returned undelivered from the last known addresses of the company and Mr. Sunder Thakur. The SCN was resent to the company vide letter dated January 08, 2014, which was delivered on the alternated address of the company. The SCN issued to Mr. Sunder Thakur was served on him by way of affixture on June 20, 2016. 4. Opportunity of personal hearing was granted to the noticees on June 14, 2016. The notice to this effect was served through affixture on the noticees' last known addresses. However the noticees chose not to appear for the personal hearing on the scheduled date. In the matter of Varun Cements Limited

5. I note that sufficient opportunities have been granted to the noticees and they are not keen to avail the same. I further note that the noticees have not even filed any written reply/submission to the SCNs. In view of these facts and circumstances, I deem it appropriate to decide the matter on the basis of material available on record. 6. I note that as on July 15, 2016, the company had not obtained SCORES authentication and all three investor complaints were pending against the company for redressal. 7. I note that the investor complaints are pending unresolved since the year 2001. In addition to the obligations under the provisions of Companies Act, the company is also under an obligation to redress all investor complaints in terms of the advice/directions of SEBI, in view of the provisions of section 11 of the SEBI Act. However, the company has not shown any tenacity in resolving the investor grievances and in spite of repeated advice of SEBI, the said investor grievances are pending till date. 8. Failure to redress investor grievances, by a listed company adversely affects the confidence of investors in the securities market. In view of the foregoing, I am of the view that it is a fit case to issue appropriate directions under section 11B of the SEBI Act against the noticees as contemplated in the SCNs. I, therefore, in exercise of the powers conferred upon me under section 19 of the SEBI Act read with sections 11 and 11B thereof, hereby restrain and prohibit Varun Cements Limited and its directors, namely, Mr. Shreenivas Kutumbale, Mr. Sanjeev Saxena and Mr. Sunder Thakur from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till the company obtains SCORES authentication in terms of the SEBI circular dated August 13, 2012 and resolves all the investor grievances pending against it. The aforesaid direction is without prejudice to any other action that may be taken against the company and its directors in accordance with law. 9. This Order shall come into force with immediate effect. A copy of this Order shall also be served upon the depositories and stock exchanges for necessary action.

Sd/- Date: July 28th, 2016 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA