Order in respect of Indore Wire Company Limited

WTM/PS/97/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 Indore Wire Company 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 order was 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 order was to be treated as a show cause notice by those companies for action contemplated in paragraph 18 thereof.

2. Indore Wire Company 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. BSE, vide e-mail dated November 23, 2015, informed that the Company has been suspended since June 02, 2003 and that details of listing in other stock exchanges could not be ascertained as the Company failed to submit Annual Reports and Secretarial Audit Reports.

3. The Company did not file any reply to the interim order despite receiving the same on June 07, 2013. In the interest of natural justice, the Company was afforded an opportunity of personal hearing on July 23, 2014through the notice dated June 12, 2014. This noticewas also received by the Company. However, the Company neither filed any reply nor appeared in the hearing. Another opportunity of personal hearing was afforded on July 02, 2015, which was intimated vide SEBI email dated May 27, 2015. Despite such opportunities, the Company did not submit any response. In view of the same, it is considered that further opportunities to the Company to file reply or personal hearing would not be required. Accordingly, I proceed to decide the matter on merits.

4. 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 details seen in the BSE website, it is noted that the last filing of the Company’s Shareholding Pattern was for the quarter ended September 2006. As per this document, the promoters hold 79.65% and the public only hold 20.35%. The Company is therefore in violation of the MPS requirements.

5. 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.

6. 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, Indore Wire Company Limited, its directors, promoters and promoter group.

7. This Order shall remain in force till further directions.

8. 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 01, 2015 Place: Mumbai