Order in respect of Vishva Vishal Engineering Limited

UNDER SECTIONS 11(1), 11(2)(J), 11(4) AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH SECTION 12A OF THE SECURITIES CONTRACTS (REGULATION) ACT, 1956 IN THE MATTER OF NON-COMPLIANCE WITH THE REQUIREMENT OF MINIMUM PUBLIC SHAREHOLDING BY LISTED COMPANIES IN RESPECT OF VISHVA VISHAL ENGINEERING LIMITED. 1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") had passed an interim order dated June 04, 2013 (hereinafter referred to as "the interim order ") with respect to 105 listed companies who did not comply with the Minimum Public Shareholding ("MPS") norms as stipulated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as "SCRR") within the due date i.e., June 03, 2013. The interim order was passed without prejudice to the right of SEBI to take any other action, against the non-compliant companies, their promoters and/or directors or issuing such directions in accordance with law. The interim order was to be treated as a show cause notice by those companies for action contemplated in paragraph 18 thereof. 2. Vishva Vishal Engineering Limited (hereinafter referred to as "the Company") is one of such companies against whom the interim order was passed. The equity shares of the Company are listed on the Bombay Stock Exchange Limited ("BSE"). 3. Pursuant to the interim order, the company vide letter dated June 26, 2013 submitted that it wishes to opt for delisting and requested to know the procedure for the same.

4. An opportunity of personal hearing was afforded on August 10, 2015, when Mr. Narayan Parekh and Mr. Sanjay Shringarpure, Partners of PRS Associates (Practicing Company Secretaries) appeared on behalf the Company and made oral submissions. It was submitted that the Company is suspended from trading by BSE from 2004 onwards on the grounds of, inter alia, non-payment of listing Fee. The Company is 100 % promoter owned company with 13 shareholder promoters. It was further submitted that it is not practically possible for the company to comply with MPS requirements through any of the different methods prescribed by SEBI. It also submitted that it is desirous of delisting from BSE. However, it was submitted that the Company did not initiate the process of delisting before June 4, 2013. 5. I have considered the submissions made by the Company and other material available on record. The interim order was issued against the Company as it failed to maintain the minimum public shareholding of 25% as mandated under rule 19A of the SCRR and Clause 40A of the Listing Agreement read with section 21 of the Securities Contract (Regulation) Act, 1956 ("SCRA"). 6. SEBI had issued circulars dated December 16, 2010, February 08, 2012 and August 29, 2012, in order to suitably amend Clause 40A of the Listing Agreement by specifying the manner in which public shareholding may be raised to the prescribed minimum level. The amended Clause 40A of the Listing Agreement, inter alia, provided the following methods for complying with the MPS requirements: a. Issuance of shares to the public through prospectus, b. Offer for sale of shares held by promoters to public through prospectus, c. Sale of shares held by promoters through Stock Exchange Mechanism i.e. OFS through Stock Exchange, d. Institutional Placement Programme, e. Rights Issue to public shareholders, with the promoters/ promoter group shareholders forgoing their rights entitlement, f. Bonus Issues to public shareholders, with promoters/ promoter group shareholders forgoing their bonus entitlement, g. Any other method as may be approved by SEBI, on a case to case basis.

7. As on June 3, 2010, the promoter holding in the company was 100 % and therefore, there was no public shareholding. The company did not deny the non-compliance of the MPS requirement within the stipulated time or as on this date. As on date of personal hearing, i.e, August 10, 2015, the position of shareholding of promoters and the public remain the same. 8. As submitted by the Company, the shares of the Company stood suspended from BSE from 2004 onwards. Though various methods are prescribed by SEBI, for the reduction of promoters holding under various circulars above mentioned the Company has not even taken any effort utilize “any other method as may be approved by SEBI, on a case to case basis”. It was not even the case of the Company that it took some efforts to comply with the MPS requirement. Except for expression of its wish for delisting, no material showing any further effort taken by the company in that direction was brought to my notice. It may be noted that it is the responsibility of the Company to have the suspension revoked. Moreover, the status of the company as suspended from the Stock Exchange cannot be an excuse for non-compliance of the MPS requirement.

9. Considering the fact that the Company has not complied with the MPS requirements till date in breach of rule 19A of the SCRR and Clause 40 A of the Listing Agreement read with section 21 of the SCRA, and such non-compliance being continuous in nature, it becomes necessary for me, to confirm the directions issued vide the interim order against the Company, its directors and promoters/promoter group. Further, for proper regulation of the securities market and in view of the continuing nature of the violations committed by the Company, SEBI may also initiate other action, as appropriate in law, against the Company, its directors and promoters. 10. Accordingly, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(2)(j), 11(4) and 11B thereof and section 12A of the Securities Contracts (Regulation) Act, 1956, hereby confirm the directions issued vide the interim order dated June 04, 2013 against the company, Vishva Vishal Engineering Limited, its directors, promoters and promoter group. 11. This Order shall remain in force till further directions.

12. Copy of this Order shall be served on the stock exchanges and depositories for their information and necessary action.

Date :December 16, 2015 PRASHANT SARAN Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA