Order in respect of Unity Agrotech Industries Limited

1. Unity Agrotech Industries Limited (hereinafter referred to as ‘Unity Agrotech’ or ‘the Company’) is a company incorporated under the Companies Act, 1956 on December 24, 1993 and having its registered office at 109/111, Shiv Smriti Chambers, 49, Dr. A.B. Road, Worli, Mumbai - 400018, Maharashtra. The shares of Unity Agrotech are listed on the Ahmedabad Stock Exchange Limited (ASE), the Calcutta Stock Exchange Ltd. (CSE) and the Delhi Stock Exchange Limited (DSE). However, the trading in its shares has been suspended on CSE and DSE. Further, Unity Agrotech has been compulsorily delisted from the Bombay Stock Exchange Limited (BSE). 2. Securities and Exchange Board of India (hereinafter referred to as ‘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. 3. Unity Agrotech did not obtain SCORES authentication within the time period specified in the aforementioned circular, i.e., by September 14, 2012. Accordingly, a public notice was issued by SEBI on January 13, 2013, inter alia, advising Unity Agrotech to obtain SCORES authentication within seven days from the date of the publication of the advertisement failing which SEBI would be constrained to initiate appropriate enforcement actions against it. 4. Vide its letter dated February 15, 2013, SEBI once again advised Unity Agrotech to obtain SCORES authentication and also to redress the eleven investor grievances pending unresolved as on that date. However, the said letter returned undelivered with remarks 'shifted'. 5. Since Unity Agrotech failed to obtain SCORES authentication and also to redress the pending investor grievances, a Show Cause Notice (SCN) dated March 28, 2013, alongwith the eleven investor grievances pending against it, was issued to Unity Agrotech asking it to show cause as to why suitable directions including direction of restraining it from accessing

Order in the matter of Unity Agrotech Industries Limited the securities market for a specified period should not be passed under section 11B of the Securities and Exchange Board of India Act, 1992, for non-redressal of the investor grievances, for a specific period / till all pending investor grievances against it, as on the date, are resolved. The SCN was sent at the registered office of Unity Agrotech at ‘Unity Agrotech Industries Limited, 109/111, Shiv Smriti Chambers, 49, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra - 400018’ and its carbon copy at the alternate address of Unity Agrotech at ‘Unity Agrotech Industries Limited, Gala no. 209, Sona Udyog Estate, Parsi Panchayat Road, Andheri East, Mumbai, Maharashtra – 400069.’ However, the SCN sent at the registered office address and alternate address of Unity Agrotech returned undelivered with remarks 'no such company' and 'wrong address', respectively. 6. On January 06, 2014, the SCN was once again sent to Unity Agrotech by ‘Registered Post - Acknowledgement Due’ at its abovementioned two addresses. However, it returned undelivered with remarks 'left'.

In view of the above, the SCN was delivered by affixture at the aforesaid addresses of Unity Agrotech on January 29, 2014. In the meanwhile, SEBI received two more investor grievances on April 24, 2013 and April 25, 2013 against Unity Agrotech in respect of non-receipt of shares after transfer. 7. I note that Unity Agrotech has not yet replied to the SCN. I further note that till date Unity Agrotech has neither obtained SCORES authentication nor redressed the investor grievances that were forwarded to it vide SEBI letter dated February 15, 2013, and the SCN. 8. An opportunity of personal hearing was granted to Unity Agrotech on March 25, 2014, and the same was communicated to it vide letters dated February 26, 2014 sent at its abovementioned addresses. However, the said letters returned undelivered with remark 'left'. Thereafter, the notice of personal hearing was duly delivered on Unity Agrotech by affixture at its abovementioned premises on February 27, 2014 and February 28, 2014. However, Unity Agrotech did not appear for the personal hearing scheduled on March 25, 2014. It is noted from the website of Ministry of Corporate Affairs that Unity Agrotech is in default of filing Form DIN3/ Form 32 with the Registrar of Companies (the RoC).

Therefore, details regarding the directors of Unity Agrotech are not available and as such the SCN and the notice of hearing could not be served upon the Company through its directors. 9. I find that sufficient opportunities have been granted to Unity Agrotech and they are not keen to avail the same. In view of these facts and circumstances, I deem it appropriate to decide the matter in respect of the SCNs issued to them ex parte on the basis of material available on record.

10. I have considered the SCN issued to Unity Agrotech and other material available on record. From the record available before me, I note that vide its letter dated February 15, 2013 and thereafter SCN dated March 28, 2013, SEBI has forwarded eleven investor grievances, pending unresolved as on that date, to Unity Agrotech for redressal. SEBI has also received two more investor grievances on April 24, 2013 and April 25, 2013 against Unity Agrotech in respect of non-receipt of shares after transfer. The details of these investor grievances are enumerated in the following tables: Table I - Details of the complaints

Sr. No. Complaint Nature of Complaint Date of Receipt (New Registration No.) 1. SEBIP/MH08/9100749/1 Non receipt of Dividend 04/12/2008 2. SEBIP/MH11/0004399/2 Non receipt of Dividend 13/09/2011 3. SEBIP/MH11/0004399/1 Non receipt of Bonus 13/09/2011 4. SEBIP/MH12/0004307/1 Non updation of Address/Signature or Corrections 17/04/2012 5. SEBIP/MH12/0007414/1 Non updation of Address/Signature or Corrections 12/09/2012 6. SEBIE/MH12/0007964/1 Non-receipt of any correspondence, etc. 12/11/2012 7. SEBIE/MH13/0001184/1 Non receipt of Dividend 12/01/2013 8. SEBIE/MH13/0001184/2 Non updation of Address/Signature or Corrections 12/01/2013 9. SEBIE/MH13/0001185/1 Non receipt of Dividend 12/01/2013 10. SEBIE/MH13/0001185/2 Non updation of Address/Signature or Corrections 12/01/2013 11. SEBIE/MH13/0003728/1 Non-compliance of Listing Agreement 05/02/2013 12. SEBIE/MH13/0008799/1 Non-receipt of shares after transfer 24/04/2013 13. SEBIE/MH13/0008862/1 Non-receipt of shares after transfer 25/04/2013 Table II - Categories of complaints

Nature of Complaints No. of complaints Non-receipt of shares after Transfer 2 Non receipt of Dividend 4 Non receipt of Bonus 1 Non updation of Address/Signature or Corrections 4 Non-compliance of Listing agreement 1 Non-receipt of any correspondence, etc. 1 Total 13

11. From the above tables, I note that some of the investor grievances are pending unresolved since the year 2008. Further, these investor grievances pertain to non-receipt of bonus shares, non-compliance of listing agreement, non-receipt of dividend, non-receipt of share certificates after transfer, non-updation of address/signature or corrections, non-receipt of any correspondence, etc. 12. As per clause 15.1.7 of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (since repealed) and regulation 95 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, a bonus issue is required to be implemented within fifteen days from the date of approval of the issue by the board of directors of the company. As per section 207 of the Companies Act, 1956, a company is under obligation to pay the dividend or post the dividend warrant within thirty days from the date of dividend declaration to the entitled shareholders. As per section 113 of the Companies Act, 1956, the company is required to deliver the share certificates within two months after request for registration of the transfer of shares has been made by the transferee shareholder.

Under section 55A of the Companies Act, 1956, SEBI inter alia administers the provisions contained in sections 113 and 207, so far as they relate to issue and transfer of securities and non-payment of dividend in case of listed public companies and those public companies which intend to get their securities listed on any recognized stock exchange in India. Non-compliances of these obligations are offences and thus, it is mandatory for Unity Agrotech to redress the grievances/complaints in those respect within the timelines stipulated under the Companies Act, 1956. In addition to the requirements under the Companies Act, 1956, Unity Agrotech was under obligation to redress all investors' complaints in terms of the advice/direction of SEBI, in view of the provisions of sections 11 and 15C of the SEBI Act. However, the Company has failed to redress the investors' complaints despite repeated advices of SEBI. 13. The Company has also not obtained the authentication of SCORES for redressal of investors' grievances as required by SEBI circular dated August 13, 2012. 14. Failure to redress investors’ grievances by a listed company adversely affects the confidence of investors in the securities market.

If such defaults are not dealt with by appropriate enforcement action, the investors will not have a protected environment for their investments in the securities market. In this case, Unity Agrotech has failed to redress the aforesaid investors' grievances. I, therefore, find that Unity Agrotech is liable for suitable enforcement action under the SEBI Act, without prejudice to action, if any, under any other law.

15. The protection of interests of investors in the securities market is one of the primary mandates given to SEBI under the Securities and Exchange Board of India Act, 1992 (the SEBI Act). In view of the foregoing, it becomes necessary to issue appropriate directions under sections 11 and 11B of the SEBI Act against Unity Agrotech as contemplated in the SCN issued to it. 16. For the above reasons, I, 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 Unity Agrotech Industries 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 has obtained 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 them in accordance with law. 17. As mentioned above, SEBI letters, the SCN and the notices of hearing sent to Unity Agrotech have returned undelivered with remarks like 'shifted', 'no such company', 'wrong address' and 'left' from its registered office address and alternate address as available on the websites of the Ministry of Corporate Affairs and as obtained from the Stock Exchanges where the shares of the Company is listed. Further, Unity Agrotech is in default of filing Form DIN3/ Form 32 with the RoC and as such has not complied with the statutory obligations. 18. In view of the above, 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 Unity Agrotech Industries Limited to comply with the statutory obligations.

DATE: 15th May, 2014 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA