Order in respect of Supreme Telecoms & Network India Limited
- Order No.WTM/RKA/EFD/56/2015
Ratio decidendi
The rule this decision rests on
Where a noticed party has been given repeated opportunities to be heard and has neither appeared nor filed a reply, the adjudicating authority may decide the matter on the material on record, provided the show cause notice was served by means that reasonably brought it to the party's attention, including affixture at the registered office and alternate addresses after postal returns. A listed company that fails to obtain SCORES authentication as required by the regulator's circular, and that leaves investor complaints unresolved for many years despite the regulator's repeated advice, is in breach of its obligations under section 11 of the SEBI Act to redress investor grievances in accordance with the regulator's directions. Such non-redressal of investor grievances by a listed company adversely affects investor confidence in the securities market, and it is therefore a fit case for directions under section 11B to restrain the company from accessing the securities market and from buying, selling or dealing in securities until it obtains SCORES authentication and resolves the pending grievances.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
WTM/RKA/EFD/56/2015 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 Supreme Telecoms & Network India Limited 1. Supreme Telecoms & Network India Limited (hereinafter referred to as 'Supreme Telecoms' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 303, Atlanta Tower, Sahar Road, Andheri (East), Mumbai – 400 092. 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 Supreme Telecoms 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 twelve 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 twelve 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 6, 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 Supreme Telecoms & Network India 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 January 29, 2014, February 01, 2014 and February 06, 2014 the SCN was served on the company by way of affixture at its registered office and two alternate addresses, respectively. 6. An opportunity of personal hearing was granted to the company on November 05, 2014. The notice to this effect was served on the company on October 21, 2014, 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 June 11, 2015 the company had not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012. I further note that out of twelve investor complaints as mentioned in the SCN, as on June 11, 2015 there were ten investor complaints pending against the company for redressal, the details of which are mentioned in the following Table: Table I - Details of the complaints Sr. Complaint (New) Date of Nature of Complaint no. Registration No. Receipt 1 SEBIE/MH12/0008758/1 Non-receipt of shares after Transfer 12/12/2012 2 SEBIP/MH00/9111826/1 Non-receipt of shares after Transfer 07/04/2000 3 SEBIP/MH01/9112271/1 Non-receipt of shares after Transfer 25/1/2001 4 SEBIP/MH01/9113571/1 Non-receipt of shares after Transfer 01/06/2001 5 SEBIP/MH02/9105225/1 Non-receipt of shares after Transfer 11/10/2002 6 SEBIP/MH03/9107045/1 Non-receipt of shares after Transfer 14/2/2003 7 SEBIP/MH04/9115154/1 Non-receipt of shares after Transfer 08/06/2004 8 SEBIP/MH10/9111886/1 Non-receipt of shares after Transfer 17/6/2010
9 SEBIP/MH11/9100563/1 Non-receipt of shares after Transfer 07/04/2011 10 SEBIP/MH12/0001268/1 Others 23/1/2012
9. I note that the investor complaints are pending unresolved since the year 2000. 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 Supreme Telecoms & Network India 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. 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 Supreme Telecoms & Network India Limited. 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.
Sd/-
Date: June 30th, 2015 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA
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