Order in respect of Rusoday & Company Limited

WTM/RKA/EFD/140/2015 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 In respect of Rusoday & Company Limited 1. Rusoday & Company Limited (hereinafter referred to as ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 12, Sheetal Sadan, 4h floor, 75, Perin, Nariman Street, Mumbai – 400 001. 2. SEBI vide its circular no. CIR/OIAE/1/2012 dated August 13, 2012 directed all companies whose securities are listed on stock exchanges to obtain SEBI Complaints Redress System (SCORES) authentication by September 14, 2012 and to take appropriate necessary steps within seven days of receipt of complaints through SCORES, so as to resolve the complaint within thirty days of its receipt. 3. However, since certain companies including Rusoday & Company Limited did not obtain SCORES authentication within the time period specified in the aforementioned circular, a public notice was issued on January 13, 2013, advising inter alia the 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. However, the company still failed to obtain SCORES authentication. It was also observed that twenty five investor complaints were pending against the company. 4. Since the company did not obtain SCORES authentication and failed to redress fifteen investor grievances, SEBI issued Show Cause Notice (SCN) dated March 28, 2013 to the company calling upon it to show cause as to why suitable directions including direction to restrain it from accessing the securities market for a specified period should not be passed under section 11B of the SEBI Act. The SCN issued to the company was sent on its registered office address. The SCN returned undelivered from the registered addresses of the company. On January 7, 2014, the SCN was once again sent through Registered Post Acknowledgement Due to the registered office address and one alternative address of the company. The SCN was again returned undelivered from both these address. In the matter of Rusoday & Company Limited

5. It was observed from the website of Ministry of Corporate Affairs (MCA) that there is no change in the registered office address of the company. Thereafter, on October 20, 2014 the SCN was served on the company by way of affixture at its registered office. 6. An opportunity of personal hearing was granted to the company on September 2, 2015. The notice to this effect was served on the company on August 22, 2015, by way of affixture at its registered office. 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 not 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 as on September 22, 2015 the company had not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012. I further note that as on September 22, 2015 eleven investor complaints as indicated in SCN were pending against the company for redressal, the details of which are mentioned in the following Table: Details of the complaints Sr. Complaint (New) Nature of Complaint Date of Receipt no. Registration No. 1 SEBIP/MH00/9110865/1 Non-receipt of shares after Transfer 18/10/2000 2 SEBIP/MH00/9111570/1 Non-receipt of shares after Transfer 15/2/2000 3 SEBIP/MH02/9103689/1 Non-receipt of shares after Transfer 09/08/2002 4 SEBIP/MH03/9106612/1 Non-receipt of redemption amount 25/1/2003 of debt securities 5 SEBIP/MH03/9106750/1 Non-receipt of shares after Transfer 31/1/2003 6 SEBIP/MH03/9110211/1 Non-receipt of shares after Transfer 05/08/2003 7 SEBIP/MH03/9112433/1 Non-receipt of shares after Transfer 08/12/2003 8 SEBIP/MH05/9102020/1 Non-receipt of shares after Transfer 17/1/2005 9 SEBIP/MH94/9102081/1 Non-receipt of Bonus 20/10/1994 10 SEBIP/MH95/9103389/1 Non-receipt of refund in Public / 21/11/1995 Rights issue

11 SEBIP/MH98/9107795/1 Non-receipt of refund in Public / 08/08/1998 Rights issue 9. I note that the investor complaints are pending unresolved since the year 1995. In addition to the obligations under the provisions of Companies Act, the company is also under an obligation to redress all investor 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 investor grievances and in spite of repeated advice of SEBI, the said investor grievances are pending till date. 10. Failure to redress investor 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 section 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 Rusoday & Company Limited from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till it obtains SCORES authentication in terms of the SEBI circular dated August 13, 2012 and resolves all the investor grievances pending against it. 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. 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.

Sd/-

Date: October 15th, 2015 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA