Order in the matter of Kampani Consultants Limited

WTM/PS/CFD/ 18 /JULY/2013 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under section 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 Kampani Consultants 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 the action contemplated in paragraph 18 thereof. 2. Kampani Consultants Limited (hereinafter referred to as "the Company") is one such company against whom the interim order was passed. The shares of the Company were listed only on the Bombay Stock Exchange Limited ("BSE"). The Company filed its reply dated June 11, 2013 to the interim order. In the personal hearing held on July 09, 2013, Ms. Dipti Neelakantan and Mr. Manish Sheth, the directors of the Company appeared and made submissions.

Written submissions dated July 09, 2013 was also filed. 3. I have considered the reply of the Company, the oral submissions made in the personal hearing, the written submissions and the documents submitted before me. The Company has submitted that upon receipt of the promoter group's letter informing their intention to delist the equity shares by acquiring them from the public shareholders, it commenced the process of delisting its equity shares from BSE. According to the Company, the process of delisting of equity shares in accordance with regulation 27 of the SEBI (Delisting of Equity Shares) Regulations, 2009 was completed prior to May 31, 2013. The Company also submitted that BSE had issued a notice dated May 31, 2013 informing the trading members that the Company has complied with the formalities for voluntary delisting of equity shares and that trading in the equity shares of the Company would be discontinued from June 06, 2013 and the scrip would be delisted on June 13, 2013. It was also submitted that all public shareholders except three of them (holding 600 shares) had tendered their shares in the delisting offer of the promoter group and the consideration at the rate of 510/- per share was also paid to them before May 31, 2013. According to the Company, no trading could have taken place after May 31, 2013 in the equity shares of the Company.

The Company has also submitted that, as per the information gathered, of the three public shareholders (who did not tender shares in the delisting offer), two of them had deceased and the other person was residing outside the country. 4. I have perused the BSE notice dated May 31, 2013 and inter alia note that the trading in the equity shares of the Company would be discontinued with effect from June 06, 2013. My attention was also brought to the BSE's letter dated June 18, 2013 wherein it has been confirmed by BSE that the Company has complied with the provisions of the Delisting Regulations and had completed all formalities required for the purpose of voluntary delisting of its equity shares prior to May 31, 2013. It was further stated therein that the Company was subsequently delisted from the stock exchange on June 13, 2013. In this regard, I would like to observe that delisting is a very long process involving more than a score steps and unforeseen delays can jeopardise the process. Ideally, the Company should have started the process well in advance so that the final step would have been completed before June 03, 2013. As the process had reached an irrevocable stage on May 31, 2013 when BSE issued a notice for delisting and the Company now stands delisted, I am of the opinion that the directions issued against the Company, its directors, promoters and promoter group, vide the interim order need not be continued.

Further, considering the facts and circumstances of this case, I do not find it necessary to initiate any action as contemplated in paragraph 18 of the interim order against the Company, its directors, promoters and promoter group. 5. In view of the foregoing, 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 revoke the directions issued vide the interim order dated June 04, 2013 against the company, Kampani Consultants Limited, its directors, promoters and promoter group, with immediate effect. 6. Copy of this Order shall be served on the stock exchanges and depositories for their information and action that may deem fit and necessary in this case.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: July 26, 2013 Place: Mumbai