Order in respect of India Sugars and Refineries Ltd.

WTM/PS/100/CFD/DEC/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11(1), 11(2)(j), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 read with section 12A of the Securities Contracts (Regulation) Act, 1956 in the matter of non-compliance with the requirement of minimum public shareholding by listed companies In respect of India Sugars and Refineries Limited.

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") had passed an interim order dated June 04, 2013 (hereinafter referred to as "the interim order") with respect to 105 listed companies who did not comply with the Minimum Public Shareholding ("MPS") norms as stipulated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as "SCRR") within the due date i.e., June 03, 2013. The interim orderwas passed without prejudice to the right of SEBI to take any other action, against the non-compliant companies, their promoters and/or directors or issuing such directions in accordance with law. The interim orderwas to be treated as a show cause notice by those companies for action contemplated in paragraph 18 thereof.

2. India Sugars and Refineries Limited (hereinafter referred to as "the Company") is one such company against whom the interim order was passed. The equity shares of the Company are listed on the Bombay Stock Exchange Limited ("BSE"). The scrip is suspended for trading.

3. The Company did not file any reply to the interim order. In the interest of natural justice, the Company was afforded an opportunity of personal hearing on July 02, 2015and the schedule of such hearing was communicated vide SEBI’s email dated May 27, 2015. However, the Company, vide email dated July 01, 2015, stated that it would not be able to attend the personal hearing as it had some urgent matters coming up before the Hon’ble High Court of Karnataka, BIFR and DRT, and requested for another date. Thereafter, the hearing was rescheduled to July 13, 2015. The Company again requested for adjournment of hearing to be fixed on a date in the first week of September 2015. The hearing was fixed on September 07, 2015. However, the Company again requested for adjourning the hearing on the ground that it had to attend to matters coming up before the Hon’ble High Court/DRT/BIFR.

4. The Company finally appeared in the personal hearing held on September 18, 2015, when it was represented by Mr. Rahul Morarka, Joint Managing Director and Mr.P. S. Krishnamurthy, Manager-Finance. The representatives submitted that the Company is ‘loss making’ and a ‘BIFR company’ and stated that the promoters’ shareholding increased from 72% on account of implementation of the Scheme approved by the BIFR in the year 2000. The representatives submitted that there was no specific exemption from the BIFR with respect to their compliance with the MPS requirements and further stated that the trading of the shares of Company was suspended in BSE.

5. I have considered the interim order passed in the matter against the Company, its promoters and directors. The interim order was issued against the Company as it failed to maintain the minimum public shareholding of 25% as mandated under rule 19A of the SCRR and Clause 40A of the Listing Agreement read with section 21 of the Securities Contract (Regulation) Act, 1956 ("SCRA"). From the Company’s Shareholding Pattern for the quarter ended March 2015 as seen in the website of BSE, it is noted that the public shareholding is only at 16.08%. The representatives have specifically stated that BIFR did not grant exemption to the Company from complying with the MPS norms. The Company is therefore in violation of the MPS requirements.

6. Considering the fact that the Company has not complied with the MPS requirements till date in breach of rule 19A of the SCRR and Clause 40 A of the Listing Agreement read with section 21 of the SCRA, and such non-compliance being continuous in nature, it becomes necessary for SEBI, to confirm the directions issued vide the interim order against the Company, its directors and promoters/promoter group. Further, for proper regulation of the securities market and in view of the continuing nature of the violations committed by the Company, SEBI may also initiate other action, as appropriate in law, against the Company, its directors and promoters.

7. Accordingly, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(2)(j), 11(4) and 11B thereof and section 12A of the Securities Contracts (Regulation) Act, 1956, hereby confirm the directions issued vide the interim order dated June 04, 2013 against the company, India Sugars and Refineries Limited, its directors, promoters and promoter group. 8. This Order shall remain in force till further directions.

9. Copy of this Order shall be served on the stock exchanges and depositories for their information and necessary action.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: December 10, 2015 Place: Mumbai