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Order in the matter of Lilac Exports Limited

Securities And Exchange Board Of India1 November 2016

Ratio decidendi

The rule this decision rests on

A listed company that fails to obtain SCORES authentication and to redress investor complaints in terms of SEBI's circular and advice is in breach of its obligations under section 11 of the SEBI Act, in addition to its obligations under the Companies Act. Where a noticee has been afforded sufficient opportunities of personal hearing and has neither appeared nor filed a written reply to the show cause notice, the authority may decide the matter on the basis of the material on record. Where a show cause notice is returned undelivered, it may be validly served by affixture, and notice of the personal hearing may be given by publication in a newspaper. Where a listed company has failed to redress investor grievances despite repeated advice from SEBI, the failure adversely affects investor confidence in the securities market, and it is a fit case for a direction under section 11B, read with sections 11 and 19, restraining the company from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, until all pending investor grievances against it are resolved.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

WTM/RKA/EFD/DRA II/181/2016 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 Lilac Exports Limited 1. SEBI vide its circular no. CIR/OIAE/1/2012 dated August 13, 2012 directed all listed companies to obtain SEBI Complaints Redress System (SCORES) authentication by September 14, 2012 and to take appropriate necessary steps within seven days of receipt of complaints through SCORES, so as to resolve the complaint within thirty days of its receipt. 2. However, certain companies, including Lilac Exports Limited (hereinafter referred to as ‘the company’) 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. 3. Since, the company did not obtain SCORES authentication and failed to redress three investor grievance, SEBI issued Show Cause Notices (SCN) dated March 28, 2013 to the company calling upon to 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 returned undelivered. Accordingly, the SCN was served on the company by way of Affixture. 4. Notice to the effect of issuance of SCN and granting of opportunity of personal hearing on October 05, 2016 was published in newspaper on September 11, 2016. 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. In the matter of Lilac Exports Limited

6. I note that as on October 04, 2016, the company had not obtained SCORES authentication and three investor complaints were pending against the company for redressal. 7. 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 grievance 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 SCN. 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 Lilac Exports Limited from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till the company 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.

Sd/- Date: November 01, 2016 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

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