Order in respect of Faze Three Limited[SAT Appeal No.:233/2016]501/2019]

WTM/RKA/EFD/DRA II/73/2016 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 Faze Three Limited 1. Faze Three Limited (hereinafter referred to as ‘the company’) is a listed company having its office address at Survey No. 380/1,Khanvel Silvassa Road, Village Dapada, Dadra and Nagar Haveli - 396 230. 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, certain companies, including Faze Three 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 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. 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 (SCN) dated March 28, 2013 to the company calling upon it to show cause as to why suitable directions including direction to restrain it from accessing the securities market for a specified period should not be passed under section 11B of the SEBI Act. The SCN returned undelivered from registered office address and the last known address of the company. Accordingly, on April 06, 2016 the SCN was served through affixture on the last known address of the company. 5. Opportunity of personal hearing was granted to the company on June 09, 2016. The notice to this effect was served through affixture on the company's last known address. However the company chose not to appear for the personal hearing on the scheduled date. In the matter of Faze Three Limited

6. I note that sufficient opportunities have been granted to the company and it is not keen to avail the same. I further note that the company has not even filed any written reply/submission to the SCN. In view of these facts and circumstances, I deem it appropriate to decide the matter on the basis of material available on record. 7. I note that as on June 23, 2016 the company had not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012 and both the investor complaints as indicated in SCN were pending against the company for redressal. 8. I note that the investor complaints are pending unresolved since the year 2004. 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. 9. 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 as contemplated in the SCN. 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 Faze Three Limited 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. 10. 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