Order in respect of Kutch Salt & Allied Industries Ltd

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 KUTCH SALT & ALLIED INDUSTRIES LTD. 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. Kutch Salt & Allied Industries Ltd. (hereinafter referred to as "the Company”) is one of such companies against whom the interim order was passed. The equity shares of the Company are listed on the Bombay Stock Exchange Limited ("BSE"). 3. Pursuant to the interim order, SEBI vide letter dated June 12, 2014 intimated that the Company is given an opportunity of hearing on July 24, 2014. Subsequently, vide e-mail dated July 14, 2014, it was informed by SEBI that the hearing scheduled on July 24, 2014 is deferred. SEBI vide e-mail dated May 27, 2015 intimated the company that an opportunity of personal hearing is scheduled on July 2, 2015. The Company vide e-mail dated June 25, 2015 sought for an adjournment on the ground that either the earlier SEBI’s mail dated May 27, 2015 was not received by the Company or the same escaped the attention of its legal department. Therefore, SEBI vide e-mail dated July 6, 2015 intimated the Company that it shall be granted another opportunity of hearing on September 7, 2015. Despite SEBI seeking the confirmation of Company, through two different e-mails on September 3, 2015 and September 7, 2015, the Company did not reply and it did not appear for the hearing on September 7, 2015. 4. In view of this, I proceed to consider the issue on hand on the basis of material available on record.

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"). 5. SEBI had issued circulars dated December 16, 2010, February 08, 2012 and August 29, 2012, in order to suitably amend Clause 40A of the Listing Agreement by specifying the manner in which public shareholding may be raised to the prescribed minimum level. The amended Clause 40A of the Listing Agreement, inter alia, provided the following methods for complying with the MPS requirements: a. Issuance of shares to the public through prospectus, b. Offer for sale of shares held by promoters to public through prospectus, c. Sale of shares held by promoters through Stock Exchange Mechanism i.e. OFS through Stock Exchange, d. Institutional Placement Programme, e. Rights Issues to public shareholders, with promoters/ promoter group f. shareholders forgoing their rights entitlement, g. Bonus Issues to public shareholders, with promoters/ promoter group shareholders forgoing their bonus entitlement, h. Any other method as may be approved by SEBI, on a case to case basis.

6. I find that no disclosures in respect of the shareholding pattern as on June 2013 is available in the BSE website. As per the available information in the BSE website, Friends Bulk Handlers Ltd is shown as promoter holding 2,30,015 shares (92.01 %) in the shareholding pattern filed as on March 2012. Therefore, there is noncompliance of MPS requirement. The Company neither replied nor appeared to dispute the allegation of non-compliance of MPS. BSE vide e-mail dated November 23, 2015 has confirmed that the company has not filed any shareholding pattern after March 2012 quarter. It may be noted that it is the responsibility of the Company to have the suspension revoked. Moreover, the status of the company as suspended from the Stock Exchange cannot be an excuse for non-compliance of the MPS requirement. 7. 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 me, 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. 8. 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, Kutch Salt & Allied Industries Ltd.its directors, promoters and promoter group.

9. This Order shall remain in force till further directions. 10. Copy of this Order shall be served on the stock exchanges and depositories for their information and necessary action.

Date : Dec 01, 2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA