Order in respect of Khandelwal Herman Electronics Ltd., Roofit Industries Ltd., CVIL Infra Ltd., Essenes Forgings Ltd, Synthetics & Chemicals Ltd75/2018]

WTM/GM/EFD/54/2017-18 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 FOR FAILURE TO OBTAIN SCORES AUTHENTICATION FOR REDRESSAL OF INVESTOR GRIEVANCES In respect of following noticees:- Sr.No. Name of the Directors Company 1. Khandelwal Herman 1. Mr. Shirish Krishnkumar Khandelwal (PAN- NA) Electronics Ltd 2. Mr. Rakesh Krishnkumar Khandelwal (PAN- NA) 3. Mr. Krishnkumar Deviprasad Khandelwal (PAN- NA) 2. Roofit Industries Ltd 1.Mr. Gurbuk Gyanchand Motwani (PAN- NA) 2. Mr. Vinod Gurbuz Motwani (PAN-AEXPM6414P) 3. Mr. Kishore Gurbuz Motwani (PAN-AAJPM2980N) 3. CVIL Infra Ltd 1. Mr. Ramesh Chandra Dubey (PAN- NA) 2. Mr. Ajay Tiwari (PAN- NA) 3. Mr. Rahul Bhatnagar (PAN- NA) 4. Mr. Rajesh Kumar (PAN- NA) 4. Essenes Forgings Ltd 1. Mr. Rajesh Chapshi Dedhia (PAN-AAIPD2549P) 2. Ms. Neeta Dedhia (PAN- NA) 3. Mr. Nilesh Surndra Modi (PAN- NA) 4. Mr. Vithaldas Anant Prabhu (PAN- NA) 5. Mr. Bhupendra Mansukhlal Shah (PAN- NA) 5. Synthetics & 1. Mr. Ajay Suresh Kilachand (PAN-ABAPK6943R) Chemicals Ltd 2. Mr. Suresh Tulsidas Kilachand (PAN-AOHPK6967R) 3. Mr. Sunil Dutt Sharma (PAN-ARXPS0495B) 1. SEBI vide circular CIR/OIAE/2/2011 dated June 3, 2011 advised all listed companies and the stock exchanges about the commencement of the processing of investor complaints in an online electronic centralized database called the SEBI Complaints Redress System (SCORES), for receiving complaints and moving it online to the concerned listed companies for the purpose of resolution of complaints and uploading the action taken report by the companies so as to be accessible to the investors online. The said circular was issued in exercise of powers conferred under section 11(1) of the SEBI Act, 1992 to protect the interests of investors in securities market and to promote the development of, and to regulate the securities market. Subsequently, vide another circular CIR/OIAE/1/2012 dated August 13, 2012, SEBI advised all companies whose securities are listed on stock exchanges to obtain SCORES authentication by September 14, 2012 in terms of the aforesaid circular. The circular further directed listed companies to take appropriate steps within seven days of receipt of complaints through SCORES in terms of the aforesaid circular, so as to resolve the complaint/s within thirty days of its receipt.

2. The following five companies (hereinafter referred to as noticees / noticee companies) however did not obtain SCORES authentication within the time period specified in the aforementioned circulars. The details of the registered office address and the directors of these companies are shown in the table below:-

Sr.No. Name of the Registered office address Directors Company 1. Khandelwal Herman 2, Rehman Mansion, 2nd Floor, 1. Mr. Shirish Krishnkumar Electronics Ltd 44, S Bhagatsingh Road, Khandelwal Mumbai 400039 2. Mr. Rakesh Krishnkumar Khandelwal 3. Mr. Krishnkumar Deviprasad Khandelwal 2. Roofit Industries Ltd 501. Sangli Bank Bldg, Fort, 1.Mr. Gurbuk Gyanchand Motwani 296, Perin Nariman Street, 2. Mr. Vinod Gurbuz Motwani Horniman Circle, Mumbai (PAN-AEXPM6414P) 400001 3. Mr. Kishore Gurbuz Motwani (PAN-AAJPM2980N) 3. CVIL Infra Ltd C/003, Ground Floor, Pardi 1. Mr. Ramesh Chandra Dubey No. 01, 30, Agashi Haridwar 2. Mr. Ajay Tiwari Ganga, Virar (W) - Thane 3. Mr. Rahul Bhatnagar 401303 4. Mr. Rajesh Kumar 4. Essenes Forgings Ltd 2nd floor, Tarun Indl Estate 1. Mr. Rajesh Chapshi Dedhia Moghra, Andheri East, (PAN-AAIPD2549P) Mumbai - 400069 2. Ms. Neeta Dedhia 3. Mr. Nilesh Surndra Modi 4. Mr. Vithaldas Anant Prabhu 5. Mr. Bhupendra Mansukhlal Shah 5. Synthetics & D-6, Shri Vakrutund CHS Ld, 1. Mr. Ajay Suresh Kilachand Chemicals Ltd Plot No. 565, Sector 5, Oppl (PAN-ABAPK6943R) Charkop Bus Depot, Kandivili 2. Mr. Suresh Tulsidas Kilachand (W) Mumbai 400093 (PAN-AOHPK6967R) 3. Mr. Sunil Dutt Sharma (PAN- ARXPS0495B)

3. As several companies, including the noticee companies, did not obtain SCORES authentication within the time period specified in the aforementioned circular, a public notice was issued by SEBI, on January 13, 2013, in Times of India, advising inter alia 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. The noticee companies still failed to obtain SCORES authentication. It was also observed that some investor complaints were pending against the noticee companies as not addressed.

4. Since the abovementioned noticees did not obtain SCORES authentication and failed to redress investor grievances, SEBI issued separate Show Cause Notices (SCNs) to the noticees calling upon them to show cause as to why suitable directions including the 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 details of the SCN, mode of service of SCN, number of investor grievances pending as on the date of the SCN, the date of hearing and the mode of service of hearing notice to the aforesaid five companies are tabulated below:-

Sr. Name of the No. of Date of Date and Date of Date and Mode No. Company investor Show Mode of Hearing of Service Cause Service of grievances Notice SCN pending for more than 30 days 1 Khandelwal 13 October RP/AD* February Newspaper Herman 13, 2014 & Courier 2, 2017 publication of Electronics Ltd January 11, 2017 in Times of India (English), Sakkal (Marathi) and January 13, 2017 in Dainik Jagran (Hindi, UP edition) 2 Roofit Industries 8 March RP/AD & February Newspaper Ltd 28, 2013, Courier and 2, 2017 publication of April 17, Affixture January 11, 2017 in 2013 on January Times of India (SCN to 29, 2014 & (English) and directors) October 14, Sakkal (Marathi) 2014 3. CVIL Infra Ltd 4 March RP/AD & February Newspaper 28, 2013 Courier and 01, 2017 publication of Affixture January 11, 2017 in on Times of India February 7, (English) and 2014 Sakkal (Marathi), January 13, 2017 in Times of India (English, Delhi & NCR Editions including Gurgaon Editions), Navbharat Times (Hindi, Delhi &

NCR Editions including Gurgaon Editions),January 13, 2017 in Times of India (UP), Dainik Jagran (Hindi, UP edition), and Times of India (Bihar), Dainik Jagran (Hindi, Bihar edition) 4. Essenes Forgings 2 March RP/AD & February Service through Ltd 28, 2013, Courier 3, 2017 affixture on April 23, and December 31, 2013 Affixture 2016 (SCN to on directors) February 7, & April 2014 27, 2016 (SCN to directors) 5. Synthetics & 21 March RP/AD & February Newspaper Chemicals Ltd 28, 2013 Courier 03, 2017 publication of January 11, 2017 in Times of India (English) and Sakkal (Marathi), January 13, 2017 in Times of India (English, Delhi & NCR Editions including Gurgaon Editions), Navbharat Times (Hindi, Delhi & NCR Editions including Gurgaon Editions) and January 13 in Times of India (UP), Dainik Jagran (Hindi, UP edition), *RP/AD: Registered post with acknowledgment due. 5. Mr. Rajesh Chapsi Dadhia, Director of Essenes Forgings Ltd. appeared for personal hearing held on October 05, 2016 before former Whole Time Member on behalf of company and its directors and sought 2 weeks’ time to file their reply to the SCN. However, no reply was received. As depicted in the table above, Essenes Forgings Ltd and its directors were granted one more opportunity of personal hearing on February 03, 2017, but the noticees failed to appear for the personal hearing on the scheduled date.

6. I note that none of the noticees have submitted any written reply to the SCN issued nor have the hearing notices elicited any response. As a result, SEBI had to resort to publication of newspaper advertisements, which have also not met with any response. Clearly the noticees have not shown any keenness to avail the opportunity of personal hearing too. In view of these aforesaid facts and circumstances, I deem it appropriate to decide the matter on the basis of the material available on record. 7. The non redressal of investor grievances is a breach of the provisions of SEBI Act, 1992. It adversely affects the confidence of investors in securities market. The authentication on the electronic platform introduced specifically for this purpose as an investor protection measure by SEBI has to be meticulously followed by all the listed companies. Any lapse in the basic compliance by the listed companies in this regard would defeat the purpose of such efforts adopted by the regulator under the provisions of section 11 of the SEBI Act, 1992, to advance the interest of the investors and the securities market.

The noticees are thus under an obligation to redress all investor complaints in terms of the advice/directions of SEBI. However, the noticees have not shown any inclination to resolve the investor grievances and in spite of repeated advice of SEBI, the said investor grievances are pending till date. 8. 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, 1992 against the aforesaid 5 companies 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 the following companies and their directors from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till the companies / directors on behalf of the company resolve all the investor grievances pending against them :- Sr.No. Name of the Company Directors 1. Khandelwal Herman 1. Mr. Shirish Krishnkumar Khandelwal (PAN- NA) Electronics Ltd 2. Mr. Rakesh Krishnkumar Khandelwal (PAN- NA) 3. Mr. Krishnkumar Deviprasad Khandelwal (PAN- NA) 2. Roofit Industries Ltd 1.Mr.

Gurbuk Gyanchand Motwani (PAN- NA) 2. Mr. Vinod Gurbuz Motwani (PAN-AEXPM6414P) 3. Mr. Kishore Gurbuz Motwani (PAN-AAJPM2980N)

Sr.No. Name of the Company Directors 3. CVIL Infra Ltd 1. Mr. Ramesh Chandra Dubey (PAN- NA) 2. Mr. Ajay Tiwari (PAN- NA) 3. Mr. Rahul Bhatnagar (PAN- NA) 4. Mr. Rajesh Kumar (PAN- NA) 4. Essenes Forgings Ltd 1. Mr. Rajesh Chapshi Dedhia (PAN-AAIPD2549P) 2. Ms. Neeta Dedhia (PAN- NA) 3. Mr. Nilesh Surndra Modi (PAN- NA) 4. Mr. Vithaldas Anant Prabhu (PAN- NA) 5. Mr. Bhupendra Mansukhlal Shah (PAN- NA) 5. Synthetics & Chemicals 1. Mr. Ajay Suresh Kilachand (PAN-ABAPK6943R) Ltd 2. Mr. Suresh Tulsidas Kilachand (PAN-AOHPK6967R) 3. Mr. Sunil Dutt Sharma (PAN-ARXPS0495B)

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.

Date: September 21, 2017 G. MAHALINGAM Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA