Order in respect of Asia Automotive Limited and its director, Mr. Satish Chand Anand
- Order No.WTM/RKA/EFD/DRAII/110/2016
Ratio decidendi
The rule this decision rests on
The court may decide a show cause matter on the material on record where the noticees, though given an opportunity of personal hearing, neither appear nor file any written reply. A listed company's obligation to redress investor complaints in terms of SEBI's advice and directions, under section 11 of the SEBI Act, is additional to its obligations under the Companies Act. Where such complaints remain unresolved for years despite repeated SEBI advice, the company is in breach of that obligation, whatever steps it has since taken to obtain SCORES authentication. Failure to redress investor grievances by a listed company adversely affects investor confidence in the securities market. Where investor grievances remain pending, that failure justifies a direction under section 11B restraining the company and its director from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, until all pending grievances are resolved.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
WTM/RKA/EFD/DRA II/110/2016 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 Asia Automotive Limited and its director, Mr. Satish Chand Anand 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 Asia Automotive 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 twelve investor grievances, SEBI issued Show Cause Notice (SCNs) dated March 28, 2013 and May 02, 2014 to the company and its director, Mr. Satish Chand Anand (hereinafter 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 company vide its letter dated June 03, 2014 replied to the SCN and sought time to resolve the pending investor grievances. 4. Opportunity of personal hearing was granted to the noticees on July 05, 2016. The notice to this effect was also served through affixture on the company's last known address. However, the noticees chose not to appear for the personal hearing on the scheduled date. 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
In the matter of Asia Automotive Limited 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 04, 2016, the company has obtained SCORES authentication but eight investor complaints were pending against the company for redressal. 7. I note that the investor complaints are pending unresolved since the year 2006. 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 company and its director 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 Asia Automative Limited and its director, Mr. Satish Chand Anand from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till the company 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: August 24th, 2016 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA
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