Order in respect of M/s Teem Laboratories Limited

WTM/RKA/OIAE/62/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTIONS 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 In respect of M/s Teem Laboratories Limited 1. M/s Teem Laboratories Limited (hereinafter referred to as 'Teem Lab' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at Drug House, 54 –B, Proctor Road, Mumbai – 400 007, Maharashtra. The shares of the company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. 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 Teem Lab 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, Teem Lab 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. It was also observed by SEBI that twenty investor complaints were pending against the company. Vide its letter dated February 15, 2013 SEBI advised the company to obtain SCORES authentication and to redress the twenty investor complaints pending against it. However, the said letter was returned undelivered from the registered office address of the company with remarks 'shifted'. 3. 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. However, the SCN was also returned undelivered from the registered office address of the company with remarks 'shifted'. 4. On January 06, 2014, the SCN was once again sent to the company by Registered Post Acknowledgement Due on the registered office address of the company, which returned undelivered with remarks 'left'. Thereafter, the SCN was served by way of affixture at the registered office premises of the company on January 29, 2014. 5. It was observed from the website of Ministry of Corporate Affairs that there is no change in the In respect of M/s Teem Laboratories Limited 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 are not being delivered on account of purported shifting of its registered office. 6. 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 by Registered Post Acknowledgement Due on the registered office of the company. As SEBI did not receive the acknowledgement to that effect, the notice was duly served by way of affixture on the registered office address of the company on April 30, 2014. However the company chose not to appear for the personal hearing on the scheduled date. 7. 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 note even 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. 8. I note that the company has not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012, till date.

I further note from the SCN that there were twenty 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 Complaint Date of no. Registration No. Receipt 1 SEBIP/MH04/9114912/1 Non-receipt of shares after Transfer 22-May-2004 2 SEBIP/MH04/9115151/1 Non-receipt of shares after Transfer 08-June-2004 3 SEBIP/MH05/9102150/1 Non-receipt of shares after Transfer 28-Jan-2005 4 SEBIP/MH05/9105308/1 Non-receipt of shares after Transfer 11-July-2005 5 SEBIP/MH05/9106166/1 Non-receipt of shares after Transfer 13-Aug-2005 6 SEBIP/MH05/9107582/1 Non-receipt of Rights Issue form 09-Oct-2005 7 SEBIP/MH07/9113415/1 Non-receipt of shares after Transfer 18-Sep-2007 8 SEBIP/MH09/9102320/1 Non-receipt of Dividend 03-Apr-2009 9 SEBIP/MH10/9100240/1 Non-receipt of shares after Transfer 01-Oct-2010 10 SEBIP/MH11/0001115/1 Non-receipt of shares after Transfer 07-June-2011 11 SEBIP/MH11/9101067/1 Non-receipt of shares after Transfer 21-Apr-2011 12 SEBIP/MH11/9101088/1 Non-receipt of shares after Transfer 21-Apr-2011 13 SEBIP/MH11/9101089/1 Non-receipt of Rights Issue form 21-Apr-2011

14 SEBIP/MH11/9103821/1 Non-receipt of shares in Public / Rights issue (including allotment letter) 09-May-2011 15 SEBIP/MH11/9105613/1 Non-receipt of shares after Transfer 23-May-2011 16 SEBIP/MH11/9115129/1 Non-receipt of shares in Public / Rights issue (including allotment letter) 30-Mar-2011 17 SEBIP/MH11/9115485/1 Non-receipt of interest on securities 05-Apr-2011 18 SEBIP/MH11/9115486/1 Non-receipt of redemption amount of debt securities 23-Mar-2011 19 SEBIP/MH11/9115491/1 Non-receipt of shares after Transfer 05-Apr-2011 20 SEBIP/MH11/9115498/1 Non-receipt of shares after Transfer 05-Apr-2011 Table II - Categories of complaints Nature of Complaints No. of complaints Non-receipt of shares after Transfer 13 Non-receipt of Dividend 01 Non-receipt of Rights Issue form 02 Non-receipt of shares in Public / Rights issue (including allotment letter) 02 Non-receipt of interest on securities 01 Non-receipt of redemption amount of debt securities 01 Total 20

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 Rights issue form, non-receipt of interest on securities and non-receipt of redemption amount of debt securities. 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 section 11B thereof, hereby restrain and prohibit M/s Teem Laboratories Limited 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. 9. 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 Teem Laboratories Limited.

11. 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