Order in respect of Sun Infoways Limited

WTM/RKA/EFD/58 /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 Sun Infoways Limited 1. Sun Infoways Limited (hereinafter referred to as 'Sun Infoways' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 106, Jani Center, Shah Industrial Estate, off Vera Desai Road, Andheri West, Mumbai – 400 053. The shares of the company are listed on Bombay Stock Exchange Limited (BSE). 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 SCORES authentication by September 14, 2012. However, since certain companies including Sun Infoways 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 two investor complaints were pending against the company. SEBI vide its letter dated February 15, 2013 once again advised the company to obtain SCORES authentication and to redress the investor complaints pending against it but the said letter returned undelivered. 3. Since the company did not obtain SCORES authentication and failed to redress two 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 3, 2014, the SCN was once again sent through Registered Post Acknowledgement Due to the registered office address of the company. The SCN was again returned undelivered with remarks 'Left' from the registered office address of the company.

In the matter of Sun Infoways Limited

4. 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. Further, the company has defaulted in filing Form DIN3/ Form 32 with Registrar of Companies (RoC) therefore, the details of directors of the company was not available. 5. Thereafter, on February 07, 2014 the SCN was served on the company by way of affixture at its registered office. An opportunity of personal hearing was granted to the company on September 24, 2014. The notice to this effect was served on the company on September 11, 2014, by way of affixture at its registered office. 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 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. 7. I note that as on June 11, 2015 the company had not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012. I further note that as on June 11, 2015 all the 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) Date of Nature of Complaint no. Registration No. Receipt SEBIP/MH01/9113783/1 Non-receipt of shares after Transfer 26/06/2001 1

SEBIP/MH11/9105739/1 Non-receipt of shares after Transfer 04/05/2011 2

8. I note that the investor complaints are pending unresolved since the year 2001. 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.

9. 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 Sun Infoways 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. 10. 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 Sun Infoways 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.

Sd/-

Date: June 30th, 2015 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA