Order in respect of M/s. Star Precision Electronics India Ltd.
- Order No.WTM/RKA/OIAE/63/2014
Ratio decidendi
The rule this decision rests on
Where a noticee fails to respond to a show cause notice and does not appear at a personal hearing, after repeated opportunities and after notices sent to its registered and alternate addresses have come back undelivered, the regulator may decide the matter on the material on record, and service effected by affixture at the registered office is valid service. A listed company is obliged, under section 11 of the SEBI Act, to redress investor complaints in accordance with the advice and directions of the regulator, and this obligation exists in addition to its obligations under the Companies Act. Persistent failure by a listed company to redress investor grievances adversely affects investor confidence in the securities market, and such a failure justifies directions under section 11B of the SEBI Act. A listed company's failure to obtain SCORES authentication as required by the regulator's circular, despite repeated advice, is a non-compliance that supports the same directions under section 11B. A restraint under section 11B, prohibiting a company from accessing the securities market and from dealing in securities, may be imposed until the investor grievances are resolved and SCORES authentication is obtained, and is without prejudice to action against the company and its directors under other law.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
In respect of M/s. Star Precision Electronics India Ltd. 1. M/s Star Precision Electronics India Ltd. (hereinafter referred to as “Star Precision” or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office address at C/o Sakhpal Bros J Karia Industrial Estate, 2nd Floor 35/43, Musa Killedar Street, Jacob Circle, Mumbai – 400 011. The shares of the company are listed on the Delhi Stock Exchange Limited (DSE) and the Ahmedabad Stock Exchange Limited (ASE). 2. SEBI vide circular no. CIR/OIAE/1/2012 dated August 13, 2012 directed all companies whose securities are listed on stock exchanges to obtain SCORES authentication by September 14, 2012. However, certain companies including Star Precision did not obtain SCORES authentication within the time period specified in the aforementioned circular. Therefore, a public notice was issued on January 13, 2013, advising inter alia, Star Precision to obtain SCORES authentication within seven days from the date of the public notice failing which SEBI would be constrained to initiate appropriate enforcement actions. However, the company still failed to obtain SCORES authentication. 3. Vide its letter dated February 15, 2013 SEBI advised the company to obtain SCORES authentication and to redress the seven investor complaints pending against it. The said letter was issued to the company at its alternate address i.e. Dhanraj Mahal, Chhatrapati Shivaji Maharaj Marg, Mumbai – 400 039, as obtained from the Stock Exchanges where the scrip is listed. However, the said letter was returned undelivered from the alternated address of the company. 4. SEBI also issued a Show Cause Notice (SCN) dated March 28, 2013, to the company calling upon it to show cause as to why suitable directions including direction of restraining the company from accessing the securities market for a specified period should not be issued under section 11B of SEBI Act. The SCN was issued to the company at its registered office address and also at its alternate address. However, the aforesaid SCN was also returned undelivered from Order in respect of M/s Star Precision Electronics India Ltd.
the company's registered office address as well as from its alternated address. 5. On January 03, 2014, the SCN was once again sent to the company by Registered Post Acknowledgement Due on both the office address of the company, which returned undelivered with remarks 'unclaimed /left'. Thereafter, the SCN was served by way of affixture at the registered office premises of the company on January 30, 2014. 6. It was observed from the website of Ministry of Corporate Affairs that there is no change in the registered office address of the company and the company is shown to be existing on its aforementioned registered office. However, the company has defaulted in filing Form DIN3/ Form 32 with Registrar of Companies (RoC) and the correspondences sent upon the said registered office and the company's alternate address are not being delivered. 5. An opportunity of personal hearing was granted to the company on May 13, 2014. The notice dated April 25, 2014 to that effect was issued to the company. The notice returned undelivered from the office addresses of the company with remark 'left'. Therefore, the notice of personal hearing was duly served on the company by way of affixture on both the office address premises on April 26, 2014. However the company chose not to appear for the personal hearing on the scheduled date. 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 even not 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 till date, the company has not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012. I further note from the SCN that there were seven investors’ complaints pending against the company for redressal, as mentioned in the following Tables: Table I - Details of the complaints
Sr. Complaint (New) Nature of Date of no. Registration No. Complaint Receipt Non-receipt of refund in Public / Rights 1 SEBIP/MH04/9112930/1 issue 10/1/2004 2 SEBIP/MH09/9102070/1 Non-receipt of shares after Transfer 5/3/2009
3 SEBIP/MH09/9102883/1 Non-receipt of shares after Transfer 5/6/2009 4 SEBIP/MH10/9113588/1 Non-receipt of Dividend 19/07/2010
5 SEBIP/MH11/0000882/1 Non-receipt of shares after Transfer 2/6/2011
Non-receipt of shares in Public / Rights 6 SEBIP/MH11/9115130/1 issue (including allotment letter) 30/03/2011 7 SEBIP/MH11/9115246/1 Non-receipt of shares after Transfer 30/03/2011 Table II - Categories of complaints
Nature of Complaints No. of complaints Non receipt of Dividend 1 Non-receipt of shares after Transfer 4 Non receipt of shares in Public/ Rights issue (including allotment letter) 1 Non receipt of refund in Public/Rights issue 1 Total 7
9. I note that the investors' complaints are pending unresolved since the year 2004. The complaints pertain to non-receipt of dividend, non-receipt of share certificates after transfer, non-receipt of shares in Public/ Rights issue (including allotment letter) and non-receipt of refund in Public/Rights issue. In addition to the obligations under the provisions of Companies Act, the company is also under an obligation to redress all investors' 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 investors’ grievances and in spite of repeated advices of SEBI, the said investors' grievances are still pending, till date. 10. Failure to redress investors’ 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 sections 11B of the SEBI Act against the company as contemplated in the show cause notice issued to it. 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 M/s Star Precision Electronics India Ltd. from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till all the investors' grievances against it are resolved and it obtains SCORES authentication in terms of the SEBI circular dated August 13, 2012. The aforesaid direction is without prejudice to any other action that may be taken against the company and its directors in accordance with law. 11. As the company is in default of filing Form DIN3/ Form 32 with the RoC, a copy of this Order shall be forwarded to the RoC, Mumbai for information and action that may be deemed appropriate in respect of failure of M/s Star Precision Electronics India Ltd.
12. 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: July 9th, 2014 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA
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