Order in respect of Credence Sound and Vision Limited

WTM/RKA/EFD/DRA II/ 75/2016 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) Credence Sound and Vision Limited and its directors namely, (2) Mr. Ashok Kumar Balkrishan Upadhaya, (3) Mr. Narendra Shamladas Mehta, and (4) Mr. Shivram Motilala Meena. 1. Credence Sound and Vision Limited (hereinafter referred to as ‘the company’) is a listed company having its registered office address at Sky Scraper 'B Building, Ground Floor, 4/697, Bhola Bhai Desai Road, Mumbai 400 026. 2. 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. 3. However, since certain companies including Credence Sound and Vision Limited 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 company to obtain SCORES authentication within seven days from the date of the advertisement, failing which SEBI would be constrained to initiate appropriate enforcement actions. However, the company still failed to obtain SCORES authentication and resolve pending investor complaints. 4. Since the company did not obtain SCORES authentication and failed to redress two investor grievances, SEBI issued Show Cause Notices (SCNs) dated May 02, 2014 to the company and its directors namely, Mr. Ashok Kumar Balkrishan Upadhaya, Mr. Narendra Shamladas Mehta, and Mr. Shivram Motilala Meena, 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

In the matter of Credence Sound and Vision Limited market for a specified period should not be passed under section 11B of the SEBI Act. The SCNs issued to the directors of the company were served on them but the SCN issued to the company returned undelivered from its registered office address. Accordingly, on October 11, 2014 the SCN was served on the company by way of affixture on its registered office address. 5. Mr. Narendra Shamladas Mehta vide separate letters, both dated May 25, 2014 filed reply to the SCNs, on behalf of himself and the company and submitted that the company is making losses and the previous directors have left the company in bad financial health. He further requested for details of the pending two investor complaints and assured to redress them at the earliest. Accordingly, SEBI vide letter dated October 10, 2014 forwarded the details of the pending investor complaints to the company. 6. Further, Mr. Ashok Kumar Balkrishan Upadhaya, and Mr. Shivram Motilala Meena vide their letter dated September 03, 2014, filed their replies to the SCNs. They submitted that they were independent directors had resigned from the post of director in April 2010. They submitted a copy of the letters dated August 29, 2012 addressed to Dy.

Registrar of Companies informing about their resignation and submitted that the company has not filed the Form 32 for the same. 7. Opportunities of personal hearing were granted to the company and its directors on October 01, 2015. However, the notice to this effect returned undelivered from the registered office address of the company. Mr. Akshay Maradik Baburao, Advocate appeared on behalf of Mr. Ashok Kumar Balkrishan Upadhaya, and Mr. Shivram Motilala Meena and made submissions on the line of replies on record. Learned Advocate also submitted copies of DIR-11. Mr. Narendra Shamladas Mehta vide his e-mail dated September 30, 2015 sought for an adjournment. Accordingly, one more opportunity of hearing was granted to the company and Mr. Narendra Shamladas Mehta on November 26, 2015. Notice to this effect was served was served on the company by way of affixture on the registered office address of the company. However, the company and Mr. Narendra Shamladas Mehta chose not to appear for the personal hearing on the scheduled date. I note that sufficient opportunities have been granted to the company and Mr. Narendra Shamladas Mehta, and they are not keen to avail the same.

8. However, Mr. Ashok Kumar Balkrishan Upadhaya, and Mr. Shivram Motilala Meena has submitted that they were independent directors and have resigned from the post of director.

9. I note that though the company had obtained SCORES authentication on November 19, 2015, as on June 13, 2016 one out of two investor complaints as indicated in SCNs was still pending against the company for redressal. I am of the view that bad financial health and that the company is making losses cannot be reasons for not redressing investor grievances. 10. I note that the investor complaint is 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 resolved the investor grievance and in spite of repeated advice of SEBI. 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 directors as contemplated in the show cause notices issued to them. 11. 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 Credence Sound and Vision Limited and its director, Mr. Narendra Shamladas Mehta from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till the company resolves the investor grievance 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. 12. 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: June 29th, 2016 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA