Order in respect of Via Media India Ltd

WTM/RKA/OIAE/ 130/2014 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 Via Media India Ltd 1. Via Media India Ltd (hereinafter referred to as 'Via Media' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 501 / 502, Creative Industrial Estate, 5th Floor, Sitaram Mill Compound, N. M. Joshi Marg, Lower Parel, Mumbai, Maharashtra – 400 011. The shares of the company are listed on Ahmadabad Stock Exchange Limited (ASE), Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange (MSE). 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 Via Media 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 five 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 with remarks 'Short Address'. 3. Since the company did not obtain SCORES authentication and failed to redress the 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 with remarks 'Short Address'. 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 'Already Closed' from the registered office address of the In the matter of Via Media India Ltd company.

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 January 29, 2014, the SCN was served on the company by way of affixture at its registered office. 4. An opportunity of personal hearing was granted to the company on August 13, 2014. The notice to this effect was served on the company on July 26, 2014, by way of affixture at its registered office. However the company chose not to appear for the personal hearing on the scheduled date. 5. 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. 6. 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 five investor complaints pending against the company for redressal, the details of which are mentioned in the following Tables: Table I - Details of the complaints Sl.

Complaint Registration Date of Nature of Complaint No no. in SCORES Receipt Non-receipt of redemption amount of debt 1 SEBIP/MH97/9105706/1 25-Jun-97 securities Non-receipt of redemption amount of debt 2 SEBIP/MH99/9109316/1 23-Sep-99 securities Non-receipt of redemption amount of debt 3 SEBIP/MH00/9111808/1 01-Apr-00 securities 4 SEBIP/MH02/9100311/1 Non-receipt of shares after Transfer 26-Feb-02 5 SEBIP/MH11/9100690/1 Non-receipt of Dividend 08-Apr-11

Table II - Categories of complaints Nature of Complaints No. of Complaints Non-receipt of redemption amount of debt securities 3 Non-receipt of shares after Transfer 1 Non-receipt of Dividend 1 Total 5

7. I note that the investor complaints are pending unresolved since the year 1997. 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. 8. 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 M/s Via Media India Ltd. 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. 9. 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: November 3rd, 2014 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA