Order in respect of Viral Syntex Ltd

WTM/RKA/OIAE/129/2014 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 Viral Syntex Ltd 1. Viral Syntex Ltd (hereinafter referred to as 'Viral Syntex' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 1 & 2, Abhishek, Irla Bridge, S. V. Road, Andheri (West), Mumbai, Maharashtra - 400058. The shares of the company are listed on Jaipur Stock Exchange Limited (JSE), Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange Limited (DSE). 2. 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. However, since certain companies including Viral Syntex 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 'Shifted'. 3. Since the company did not obtain SCORES authentication and failed to redress the investors 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 was issued to the company on its registered office address. The SCN returned undelivered from the registered address of the company with remarks 'Shifted', On January 6, 2014, the SCN was once again sent to the company by Registered Post Acknowledgement Due on the registered office address of the company, which again returned undelivered with remarks 'Left'. In the matter of Viral Syntex Ltd

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. Therefore, on February 7, 2014, the SCN was served on the company by way of affixture on its registered office address. 5. An opportunity of personal hearing was granted to the company on August 13, 2014. The notice to that effect returned undelivered from the registered office address of the company with remark 'left'. Subsequently, on July 28, 2014 the said notice was duly served on the company by way of affixture on its registered office address. 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 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, as mentioned in the following Tables: Table I - Details of the complaints Complaint Registration no. in Date of Sl. No Nature of Complaint SCORES. Receipt 1 SEBIP/MH02/9115526/1 Non-receipt of shares after Transfer 16-Jan-02 2 SEBIP/MH04/9100037/1 Non-receipt of shares after Transfer 27-Sep-04 3 SEBIP/MH04/9101192/1 Non-receipt of shares after Transfer 8-Dec-04 4 SEBIP/MH07/9112236/1 Non-receipt of shares after Transfer 28-Feb-07 5 SEBIP/MH12/0004241/1 Non-receipt of Dividend 13-Apr-12 Table II - Categories of complaints No. of Nature of Complaints complaints Non-receipt of shares after Transfer 4 Non-receipt of Dividend 1 Total 5

8. I note that the investor complaints are unresolved since the year 2002. 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 still pending. 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, 1992 read with sections 11 and 11B thereof, hereby restrain and prohibit M/s Viral Syntex 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 resolve 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. 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