Order in the matter of Robinson Worldwide Trade Limited

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") conducted investigation in the scrip of Robinson Worldwide Limited, now known as Sun and Shine Wordwide Limited (hereinafter referred to as 'Noticee'/'Robinson') whose shares witnessed abnormal increase in the price and volume traded during the period October 1, 2004 to June 15, 2005 at the Bombay Stock Exchange Limited (hereinafter referred to as "BSE"). 2. Pursuant to the investigations, SEBI issued a show cause notice dated June 23, 2009 (hereinafter referred to as “the SCN") to Robinson alleging that that Robinson by making pre-mature news / announcement, lured the gullible investors to invest in its scrip and violated provisions of section 12A of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as "SEBI Act") and regulation 4(1), 4(2)(e) and (r) of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (hereinafter referred to as "PFUTP Regulations"). The Noticee was called upon to show cause as to why the suitable directions including direction of restraining it from accessing the securities market for a specified period should not be passed against it under sections 11,11(4)(b), and 11B of the SEBI Act read with regulation 11 of the PFUTP Regulations, 2003. 3. The aforesaid allegations and charges were made against the Noticee in view of the following facts and circumstances as described in the SCN- (a) On September 30, 2004, Robison made a corporate announcement at BSE that its board of directors were meeting on October 15, 2004 to discuss the proposal to acquire majority stake, either in cash or share swap, in Parixit Industries Limited (hereinafter referred to as "Parixit"), a company engaged in the business of irrigation systems. (b) On January 03, 2005 the board of directors of Robinson approved the investment in Parixit through share swap. (c) After the aforesaid corporate announcement price of the scrip increased from ₹120.25 on October 1, 2004 to ₹231.20 on June 15, 2005 i.e., an increase by around 92% in 178 trading days. The average traded volume in the scrip during the said period was 30,700

Order in respect of Robinson Worldwide Trade Limited shares. The price and volume of the scrip during this period as alleged in the SCN was as under:-

 On October 01, 2004, the price of the scrip opened at ₹120.25, increased to ₹120.40 and closed at ₹120.40 with volumes of 2100.  On October 04, 2004 (next trading day) the price of the scrip opened at 122, reached a high of ₹126.40 and closed at ₹126.40 with volumes of 4700 shares.  On December 23, 2004, the price of the scrip opened at ₹157.75 increased to ₹159 and closed at ₹156.66.  On December 24, 2004 the price of the scrip opened at ₹155.9 and increased to ₹156.9 and closed at ₹153.6.  On January 03, 2005 the price of the scrip opened at ₹145.10 increased to ₹146.8 and closed at ₹144.50,  On January 04, 2005 the price of the scrip opened at ₹145 increased to ₹145.95 and closed at ₹141.80; and  On June 15, 2005, the price of the scrip opened at ₹ 228.10, increased to ₹231.20 and closed at ₹ 230.60 with total volumes for the day being 51600 shares. (d) When enquired about status of aforesaid acquisition, Robinson informed SEBI that, as part of its due diligence process, it had examined the books of accounts of Parixit in March – April 2008 and found that Parixit had a contingent liability of `1.87 crores which was not disclosed by the management of Parixit to Robinson.

Further, the said contingent liability was also not shown in the annual report of 2003-2004 of Parixit and Parixit had informed that the same would be disclosed in its annual report of 2004-05. In light of the financial problems of Parixit, Robinson called of the share swap agreement in the best interest of its shareholders. (e) However, Robinson had not provided any documentary evidence i.e., copy of the minutes of the Annual General Meeting (AGM) where the acquisition of the stake in Parixit was discussed and approved by the shareholders, copy of the agreement with Parixit, copy of minutes of board meeting, if any, rejecting the share swap agreement. (f) Robinson was asked to submit copy of the minutes of the AGM where the acquisition of the stake in Parixit was approved by the shareholders. However, Robinson did not submit the same but submitted only the minutes of the board meeting dated January 3, 2005, where the proposal of acquisition was only discussed. (g) The said corporate announcement was made in October 2004 – January 2005 but Robinson decided to call of the acquisition in 2008, i.e. after a delay of almost three years, particularly at the time when SEBI asked for the status.

Further, the decision not to go ahead with the said acquisition, was not made public by Robinson through BSE. BSE had confirmed that it had not received any information regarding the deal being called off.

No reference was made about the said proposal/acquisition in the annual reports of Robinson for the years 2004 -2005 and 2005-2006. (h) Robinson was proposing to acquire a company which is in irrigation sector and was vastly in different area business as compared to earlier business of Robinson in pharmaceuticals and chemicals. Robinson was asked to specify the reasons for acquiring the business of different sector, but the same was not replied by it. (i) From the above, it has been alleged that Robinson had made the corporate announcement repeatedly which were at the proposal stage and no material development took place thereafter. Further, there was no formal discussion and the proposal never went ahead. Robinson and its directors made pre-mature and forward looking announcement which led to the artificial rice in price and volume of the scrip and thereby defrauded the gullible investors to invest in the scrip. Robinson did not inform public about the withdrawal of the deal with Parixit. (j) It has been alleged in the SCN that all the above acts and conduct lead to fraudulent and manipulative actions of Robinson and by making such pre-mature news /announcement, Robinson lured the gullible investors to invest in the scrip and violated section 12A of the SEBI Act and regulation 4(1), 4(2)(e) and (r) of the PFUTP Regulations.

4. The Noticee filed a consent application seeking settlement of the proceedings commenced by the SCN dated June 23, 2009. The said consent application was rejected by SEBI and the same was communicated to Robinson vide letter dated April 15, 2011. Thereafter, the Noticee was afforded opportunities of personal hearing on various occasions from December 10, 2014 and the notice of hearing was sent to the last known address of the Noticee. However, the said notice was returned undelivered. Another date of personal hearing was granted to the Noticee on January 15, 2015 and the notice of hearing was sent at the address of the Noticee available on BSE website. The said notice of hearing was also sent at the email address of the Noticee. The notice of hearing sent by email was delivered and a reply was received from it on January 12, 2015, inter alia, requesting for a scanned copy of the show cause notice dated June 23, 2009. The scanned copy of the SCN alongwith a scanned copy of a letter dated July 11, 2009 received from the noticee which acknowledged the receipt of the SCN, was sent to the Noticee vide e-mail dated January 13, 2015. Vide its letter dated January 13, 2015 the Noticee sought adjournment of the date of hearing.

Thereafter, opportunities were provided to the Noticee on February 12, 2015 and May 12, 2015 which the Noticee did not attend and sought further time. 5. A final opportunity of personal hearing was granted to the Noticee on July 02,2015 when Ms. Rinku Valanju, Advocate appeared and made oral submissions on behalf of the Noticee. It was informed inter alia that the name of the company was subsequently changed from Robinson Worldwide Trade Ltd. to Sun and Shine Worldwide Ltd. It was further submitted that the management of the company had changed and since the matter was very old they were not able to trace the SCN at their end. They were able to avail the opportunity to show cause only on receipt of the copy of the SCN on January 13, 2015 did not have records of the SCN. Further, till January 2015, no communication was received from SEBI after rejection of their consent application. The learned advocate of the Noticee also made oral submissions on merits of the case and inter alia contended that there was no spurt in the price or volume when the announcement was made on September 30, 2004 as is evident from the SCN itself.

There was increase in the price from ₹120 to ₹169 in a long gap of 2 months and the same cannot be attributed to this corporate announcement alone. The learned advocate also requested for time to file written submissions in the matter. The hearing was concluded and request of the Noticee to file written submissions was acceded to. The Noticee, vide its letter dated July 14, 2015, filed its written submission. The replies/submissions of the Noticees, inter alia, are as under: (a) The impugned proceedings suffer from great delay and latches as the purported announcement was made in September 2004 and the SCN was issued in June 2009 and personal hearing in the matter was given for the first time in January 2015. (b) Presently its major (approx. 50%) share capital is held by public shareholders who all may not be a member of the company at the relevant time but would be prejudiced by any restraint order at this stage for no fault of them. Therefore, any direction under section 11, 11B will adversely affect the interests of public shareholders. (c) Direction under section 11(4) and 11B are drastic and having serious civil consequences and ramifications on the repute and livelihood of those against whom it is directed.

It is exceptional, extraordinary and discretionary power and SEBI has to justify the need for invocation of the said power clearly after about a decade from the alleged cause of action. (d) The SCN itself must set out the circumstances requiring such drastic use of power belatedly. It is also required to state clearly as to how in the absence of the proposed action the integrity of the security market would not be maintained. In the instant case nothing has been brought on record in justification of such delayed action. No prima facie case has also been made out to warrant the issuance of a direction of serious consequences against the company. (e) In the facts and circumstances of the case, section 11B of the SEBI Act, 1992 has no relevance and inapplicable. In this regard, the Noticee relied upon the order of the Hon'ble Securities Appellate Tribunal in the matter of Libord Finance Limited Vs. SEBI (in Appeal No. 37 of 2008 – order dated March 31, 2008). (f) The Noticee had made corporate announcement on September 30, 2004 regarding consideration of a proposal for acquiring majority stake in Parixit, at an ensuing board meeting on January 3, 2015. Prior to the said board meeting, the Noticee had entered into a non-disclosure agreement dated October 10, 2004 with Parixit (a copy of the agreement submitted with the written submission) for investment of minimum 20% stake in Parixit in this regard.

The Noticee had made disclosure in this regard to BSE with a view to comply with the Listing Agreement.

(g) Pursuant to the decision of its board dated January 3, 2005, the Noticee arranged a payment of ₹35 lakh to Parixit through third party/its group company as a token amount toward such acquisition process. (h) However, later the Noticee had come to know of Parixit's contingent liability of ₹1.87crores which was neither shown in the annual report of Parixit for the financial year 2003-04 nor was it disclosed to the Noticee. The said liability was later disclosed by Parixit only in its balance sheet for the year 2004-2005. Further, one Mr. Vijaybhai A. Patel who was a leading figure in irrigation industry and also associated with Parixit as a managerial person left the company. Due to such sudden change in scenario of Parixit, the Noticee in March-April 2006 had taken a decision to call off the share swap arrangement and the same was clarified to SEBI vide a letter dated December 12, 2008. The Noticee, in the same letter, inadvertently mentioned the period as March-April 2008, which stands corrected as March-April 2006. (i) The aforesaid advance amount of ₹35 lakh was returned by Parixit upon calling of the share swap.

Since the management of the said group company had been changed, those payment proofs are not traceable. (j) As regards the allegation that the Noticee failed to provide a copy of its minutes of the AGM where the acquisition of the stake in Parixit was discussed and approved by the shareholders, it is stated that as per the provisions of section 372A of the Companies Act, 1956, such approval by the shareholders is not necessary as the proposed value of investment in Parixit was ₹2 crores, less than the statutory requirement of 60% of the paid up capital and free reserves or 100% of its free reserves whichever is more. At the relevant time the paid up capital of the Noticee was ₹10 crores. (k) The Noticee had not considered the situation of calling off the project as an event having impact on price. It did not consider the said decision as price sensitive information warranting a corporate announcement. (l) The price of the shares has not undergone any sharp rise, as a consequence of corporate announcement on September 30, 2004 and of January 3, 2005. (m) The promoters of the Noticee have not sold out any of its shares during that period of time, so no gain from such price fluctuation to the promoters of Robinson.

(n) In view of the above, there is no fraudulent act committed by the Noticee in connection with dealing in securities and thus the Noticee cannot be held to be indulged in "fraudulent and unfair trade practice" under regulations 4(1), 4(2)(a), (e) and (r) of the PFUTP Regulations. Therefore, no action including restraining the Noticee from securities market be passed against it and the proceeding should be dropped. 6. I have carefully considered the SCN, the replies/written submissions of the Noticees and the relevant material available on record. It is noted that the allegation in this case is that the Noticee had made the corporate announcements repeatedly which were at proposal stage, and no material development took place thereafter. The Noticee and its directors made pre-mature and forward looking announcements which led to the artificial rise in price and volumes of the scrip and thereby defrauded the gullible investors to invest in the scrip. In order to deal with this issue it is necessary to refer to the relevant provisions alleged to have been violated by the Noticee in this case.

These provisions are as following:- "SEBI ACT Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control. "12A. No person shall directly or indirectly— (a) use or employ, in connection with the issue, purchase or sale of any securities listed or proposed to be listed on a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of this Act or the rules or the regulations made thereunder; (b) employ any device, scheme or artifice to defraud in connection with issue or dealing in securities which are listed or proposed to be listed on a recognised stock exchange; (c) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person, in connection with the issue, dealing in securities which are listed or proposed to be listed on a recognised stock exchange, in contravention of the provisions of this Act or the rules or the regulations made thereunder; ..................................................................................................................................................................."

PFUTP Regulations “Regulation 4. Prohibition of manipulative, fraudulent and unfair trade practices 4. (1) Without prejudice to the provisions of regulation 3, no person shall indulge in a fraudulent or an unfair trade practice in securities. (2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and may include all or any of the following, namely:— (a) indulging in an act which creates false or misleading appearance of trading in the securities market; (e) any act or omission amounting to manipulation of the price of a security; (r) planting false or misleading news which may induce sale or purchase of securities.” 7. In this case, it is noted that though the SCN has alleged that Noticee made corporate announcements repeatedly which were at proposal stage it is silent as to whether any announcement/statements were made by the Noticee or its directors after the corporate announcement dated September 30, 2004 whereby the Noticee had disclosed at BSE that its board of directors were meeting on October 15, 2004 to discuss the proposal to acquire majority stake, either in cash or share swap, in Parixit.

It is also silent as to whether the board meeting of the Noticee was held on October 15, 2004 as disclosed in the announcement dated September 30, 2004 or on any other date till January 03, 2005 and whether any announcement in that regard was made by the Noticee during the period between October 15, 2004 and January 03, 2005. Although the SCN has referred to the decision taken by board of directors of Robinson on January 03, 2005, it is silent as to whether the Noticee made any announcement about board decision/discussions dated January 03, 2005. 8. Thus, it is noted that the SCN has only impugned the corporate announcement dated September 30, 2004 and has alleged that this pre-mature and forward looking announcement led to the artificial rise in the price and volume of the scrip during the entire reference period i.e. October 01, 2004 to June 15, 2006. In this connection, the SCN has further alleged that the Noticee did not make any disclosure about calling off the proposed deal/agreement between itself and Parixit. There is no allegation that the corporate announcement dated September 30, 2004 was a false and/or misleading announcement.

Further, there is no data in the SCN to suggest that the rise in price or volume on October 01,2004 and October 2004 was artificial or it was only on account of this corporate announcement. I further note that the SCN has neither relied upon any data or material nor has even alleged any act on part of the Noticee which amount to creation of false or misleading appearance of trading in its scrip. I, therefore, find that the charges that increase in trading volume on few dates as mentioned in the SCN was artificial does not hold good. 9. The issue that remains to be examined is whether the Noticee made impugned corporate announcement as a device, plan or artifice to manipulate the price and volume of its scrip during the period October 01, 2004 to June 15, 2005 and induced sale or purchase of its share on BSE as alleged in the SCN. In this regard, the following price and volume data mentioned in the SCN is basis of allegation of artificial rise in price and volume during the aforesaid period-

Sr.no. Date Opening price(₹) High price(₹) Closing price (₹) Volume 1. 01.10.2004 120.25 120.40 120.40 2100 2. 04.10.2004 122.00 126.40 126.40 4700 3. 23.12.2004 157.75 159.00 156.66 --------- 4. 24.12.2004 155.90 156.90 153.60 --------- 5. 03.01.2005 145.10 146.80 144.50 --------- 6. 04.01.2005 145.00 145.95 141.80 --------- 7. 15.06.2005 228.10 231.20 230.60 51600

10. The Noticee has not disputed the fact of making of corporate announcement on September 30, 2004. It has also admitted to have not disclosed the decision to call off the proposed acquisition and has contended that the corporate announcement in question has not influenced the price as there was very insignificant price increase in a long period after the announcement as stated in the SCN itself. 11. From the above data relied upon in the SCN, it is noted that on October 01, 2004 i.e. the next day after the impugned corporate announcement, the price of the scrip has increased by `0.15. On the next day of trading i.e. October 04, 2004 price had increased by `4.40 and volume had increased to 4700 from the previous trading volume of 2100 shares. This indicates that the corporate announcement in question had impacted the trading in the scrip and consequent rise in its price and traded volume.

12. It is further noted that the SCN has sought to make this announcement dated September 30, 2004 responsible for influencing the alleged price and volume during periods December 23- 24, 2004, January 03-04, 2005 and June 15, 2005 too. As described in the SCN, factually, the price of the scrip had fallen from `157.75 to `156.66 on December 23, 2004 and from `159.50 to `153.60 on December 24, 2004. Similarly, the price of the scrip had decreased from `145.10 to ` 144.50 on January 03, 2005 and from `145.00 to `141.80 on January 04, 2005.There is no data in the SCN at all about increase of trading volume on these dates. Thus, the allegation in SCN regarding rise in price and volume on these dates does not hold good. 13. The SCN also relies upon the price volume increase on June 15, 2005 i.e. an isolated date of transaction after more than 8 months from the date of the impugned corporate announcement and more than 6 months after the last trading date given in the SCN. It is noted that the dates have been chosen, in this regard selectively, in the SCN without any reasonable basis. The SCN has not alleged sustained price increase through the period from October 01, 2004 to June 15, 2005. It is silent about any connected / concerted act including any other corporate announcement made/any positive action, if any, by or on behalf of the Noticee after September 30, 2004 till June 15, 2005 or any other date near to that date so as to relate the said corporate announcement to the price rise after October 04, 2004 or to raise in price and volume on a too remote date, i.e., June 15, 2015. Thus, the SCN does not even raise a preponderance of probability of this corporate announcement solely being responsible for rise in the price and volume in scrip on June 15,2005. 14. In view of the above, I find that there is no mention at all about any corporate announcement or actions (except the corporate announcement dated September 30, 2004) to even indicate a probability that the Noticee planted any false or misleading news which may induce sale or purchase of securities during December, 2004, January, 2005 and June 2005 as described in the SCN. I further find that the data relied upon in the SCN do not suggest even on preponderance of probability any artificial rise in price or traded volume during these periods.

15. As already found hereinabove, the corporate announcement dated September 30, 2004 had impacted the trading in the scrip and consequent rise in its price and traded volume. The Noticee has claimed that after this corporate announcement, it had entered into a non disclosure agreement with Parixit on October 10, 2004 and had made disclosure in this regard to BSE. It is pertinent to note that the Noticee had not filed copy of such non-disclosure agreement at any stage during investigations. It is only after the hearing dated July 02, 2015 that the Noticee has filed a copy of purported non-disclosure agreement dated October 10, 2004 which is on a plain paper. If such agreement was in existence, the Noticee should have produced a copy thereof during the investigation or at any earlier stage in these proceedings. Any prudent investor will do due diligence and enter into negotiation much prior to calling for board meeting to approve the investment. Any such non-disclosure agreement cannot be signed casually just five days before the date of ensuing board meeting. It is noted that though the Noticee has claimed to have made the disclosure to BSE about such non-disclosure agreement under the listing agreement, it has failed to substantiate its such claim by any evidence.

I, therefore, find claims of the Noticee in this regard as afterthought and do not accept the same. Further, from the copy of the purported non-disclosure agreement it is noted that the obligation to maintain and protect the confidentiality of investment of the Noticee was cast upon Parixit. This agreement cannot absolve the Noticee from its obligation to disclose the cancellation/calling off the acquisition since it had already made corporate announcement containing price sensitive information on September 30, 2004. I, therefore, reject the contentions of the Noticee in this regard. 16. It is admitted fact that the corporate announcement in question was made on September 30, 2004 and the decision to make investment in Parixit was taken by the board of directors on January 03, 2005. The decision to cancel/call off the acquisition was taken in 2008 (now claimed to have been taken in the year March-April 2006). These circumstances pre-suppose that the negotiation / discussion should have been started at least during the financial year 2004-05 prior to the date of the corporate announcement.

Any person of normal prudence would exercise due diligence to find out the networth, contingent liabilities, etc. of the investee company from the available financial document such as balance sheet, etc., for the relevant financial years. Admittedly, the Noticee has not even looked into the balance sheet and other financial documents of Parixit for the financial year 2003-04 which was relevant for the proposed investment. The resignation of Mr. Vijaybhai as claimed should have been ascertained from Registrar of Companies for the financial year 2003-04 and 2004-05. Apparently, the Noticee has failed to look into those documents which are available in public domain. If these facts and circumstances were so important for investment decision of the Noticee, it could have been easily found from these available documents which any prudent investor would look into before making any investment. Even if the contention of the Noticee is accepted that it came to know about the contingent liabilities of Parixit only from its annual report for the financial year 2004-05 and it cancelled the acquisition /deal on this basis, the deal should have been cancelled at the earliest possible time.

However, the deal as informed earlier was cancelled after unexplained delay in March-April 2008 and now claimed to have been cancelled in March-April 2006 i.e. after inordinate and unexplained delay. The Noticee has further failed to substantiate its claim of advance payment of `35 lakh to Parixit and return of the same to it after claimed cancellation of the deal. 17. As regards the allegation that the Noticee failed to provide a copy of minutes of its AGM where the acquisition of the stake in Parixit was discussed and approved by the shareholders, it is noted that as per the provisions of section 372A of the Companies Act, 1956, such approval by the shareholders is not necessary as the proposed value of investment in Parixit was ₹2 crores, less than the statutory requirement of 60% of the paid up capital and free reserves or 100% of its free reserves whichever is more. At the relevant time the paid up capital of the Noticee was ₹10 crores. In view of these facts of the case, I find merit in the submission of the Noticee that, in terms of section 372A of the Companies Act, 1956, such proposed investment of ₹2 crores for acquisition of shares of Parixit did not require the shareholders' approval in an AGM.

In view of the same, I find that since there was no AGM called to approve the proposed acquisition, the question of providing a copy of minutes of the AGM does not arise. 18. Admittedly, the Noticee did not disclose the said decision of calling off of the deal (whether it is in 2006 or 2008) to the BSE and public. The BSE has also confirmed that it had not received any information regarding the deal/arrangement being called off. Even in the annual reports of the Noticee for the years 2004-05 and 2005-06 there is no disclosures about aforesaid acquisition/cancellation. In my view, the corporate announcement in question was containing price sensitive information. This view is further substantiated by the fact that the corporate announcement had influenced the price of the scrip on October 01 and October 04, 2004. The aforesaid price and volume increase on October 01, 2004 and October 04, 2004 further indicate that the corporate announcement had potential to influence the trading in the scrip and consequential rise in its price and volume. Since the corporate announcement was having price sensitive information the decision not to implement the decision to acquire the stake in Parixit was definitely a price sensitive information and the Noticee ought to have disclosed the same to BSE under the Listing Agreement.

Moreover, if the decision to acquire was disclosed, it was mandatory to disclose the decision to call off the acquisition otherwise the corporate announcement would be misleading. I, therefore, am of the view that the claims of the Noticee, in this regard also, are afterthought reject the same. 19. In view of the above, it is established that the corporate announcement made on September 30, 3004 containing a price sensitive information which was at the proposal stage, and no material development took place thereafter for the said acquisition. Despite the same, no disclosure was made to public about cancellation of the deal as claimed. This corporate announcement dated September 30, 3004 was thus a premature and forward looking announcement and it led to the rise in the price and volumes of the scrip of the Noticee on October 01, 2004 and October 04,2004 as discussed hereinabove. The facts and circumstances discussed hereinabove such as - (a) making a premature and forward looking corporate announcement without having any indication to complete the deal; (b) the claim of subsequent cancellation of deal not established at all on any evidence; and (c) if such cancellation was in place, its active concealment from stock exchange and public; suggest strong probability that the corporate announcement was made on September 30, 2004 knowing well that the deal was not to be acted upon and disclosures therein were made without intention to complete the same.

20. The proposal disclosed in this corporate announcement was not intended to be accomplished and, if, it was so and cancelled later on as claimed, the cancellation was not disclosed at all. Such acts/omissions would surely led to information asymmetry. It is noted that this corporate announcement had influenced price of the scrip on October 01, 2004 and October 04, 2004. Thus, it had potential to influence investment decisions of the investors who were believed this corporate announcement to be true. Consequential increase of trading volumes from 2100 shares on October 01,2004 to 4700 shares on October 04,2004 shows that the corporate announcement definitely influenced the investment decisions of investors and induced sale or purchase of shares of Robinson by them. I, therefore, find that this corporate announcement was employed as a device in connection with dealing in the securities and it had induced the investors to trade in the scrip. 21. It is pertinent to note that the corporate announcement in question had influenced the rise in price only by ` 0.15 on October 01, 2004 and by `4.40 on October 04, 2004 and trading volume on October 04, 2004 had increased to 4700 from the previous trading volume of 2100 shares.

However, it is not established on facts that such increase in volume was artificial or it was created on account of any artificial dealings in the scrip of the Noticee. Further, there is no material on record to show that the promoters/directors or persons in charge of affairs of the Noticee have traded in its scrip during this relevant period and even this has not been alleged in the SCN or that this corporate announcement was issued to derive for any unjust gain or profit to them. There is no detail/information on record to even indicate that investors suffered any loss on account of acts and omissions of the Noticee. It is also noted that the alleged defaults pertain to October 2004. The investigation was completed and SCN was issued in 2009. The consent application filed by the Noticee after issuance of the SCN was rejected after two years on April 15, 2011. Accordingly, the proceedings had to resume immediately after such rejection of the consent application. However, the matter was brought before me for hearing only during December 2014 i.e. after more than three years. However, such delay has not caused any prejudice to the Noticee since even during the pendency of the proceedings no restraint or debarment order was in force against the Noticee.

22. It is trite law that a company being a legal person having separate and independent existence than its shareholders acts through its board of directors who individually and collectively hold the position of trust and have fiduciary duties towards the company, the shareholders and other stakeholders. In this case, the SCN dated June 23, 2009 contemplating suitable directions has been issued against the Noticee but not to its directors. It is noted that for the defaults and contraventions in this case, Adjudication Proceedings had been initiated against three directors of the Noticee and a penalty of `3,00,000/was imposed on them by the Adjudicating Officer vide his order dated March 29, 2012 which they have paid. 23. Considering the above facts and circumstances of the case, I, in exercise of the powers conferred upon me by virtue of section 19 read with section 11(4), 11B of the SEBI Act, hereby warn Robinson Worldwide Trade Limited (presently known as Sun and Shine Worldwide Ltd.) to be careful and cautious in the conduct of its stock broking activity and to adhere to and comply with all the statutory provisions while carrying out its activities in the securities market.

The present proceedings are disposed of accordingly.

Sd/-

DATE: September 10th, 2015 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA