Order in the matter of Amrut Credit Corporations (India) Limited
- Order No.WTM/RKA/EFD/37/2016
Ratio decidendi
The rule this decision rests on
The company's continuing failure to obtain SCORES authentication, as required by SEBI's circular dated 13 August 2012, is non-compliance with a direction under that circular that justifies action under section 11B of the SEBI Act. Investor complaints pending unredressed against a listed company, despite repeated SEBI advice, are non-compliance with the company's obligation under section 11 of the SEBI Act to redress investor grievances in terms of SEBI's advice or directions, which obligation is in addition to its duties under the Companies Act. Where a noticee fails to reply to a show cause notice and does not attend the personal hearings for which it was given notice, the authority may decide the matter on the material on record. Failure by a listed company to redress investor grievances adversely affects investor confidence in the securities market, and such a case is a fit one for directions under section 11B read with sections 11 and 19 of the SEBI Act, restraining 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/37/2016 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 Amrut Credit Corporation (India) Limited 1. Amrut Credit Corporation (India) Limited (hereinafter referred to as 'Amrut Credit' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at Sardar Griha, 4th floor, 198, Lokmanya Tilak Road, Mumbai – 400 002. The shares of the company are listed on Vadodara Stock Exchange Limited. 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 Amrut Credit 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. 3. Since the company did not obtain SCORES authentication and failed to redress the investor grievances, SEBI issued Show Cause Notices (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. However, the SCN returned undelivered from the registered office address of the company, with a remark "shifted". The SCN was resent to the company on May 02, 2014 through registered post, however the SCN again returned undelivered. Subsequently, the SCN was served upon the company on its registered office address by way of affixture on October 09, 2014. However, the company did not submit its reply to the SCN.
4. Opportunities of personal hearing were granted to the company on December 15, 2015 and January 28, 2016 and notices to that effect were served on the company by way of affixture on its registered office In the matter of Amrut Credit Corporations (India) Limited address. However, the company chose not to appear for the personal hearing on the scheduled dates. I note that sufficient opportunities have been granted to the company and it is not keen to avail the same. I 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. 5. 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 as on February 17, 2014, there were sixteen investor complaints pending for more than two years against the company for redressal. 6. I note that the investor complaints are pending unresolved since the year 1995. 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. 7. 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 Amrut Credit Corporation (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.
8. 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: March 18th, 2016 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA
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