Order in the matter of Shamrock Industrial Company Limited[SAT Appeal No.:350/2018]

WTM/RKA/EFD/ 22/2016 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 (1) Shamrock Industrial Company Limited and its directors viz. (2) Mr. Kamlesh Rameshchandra Khokhani and (3) Mr. Kalpesh Rameshchandra Khokhani 1. Shamrock Industrial Company Limited (hereinafter referred to as ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 146 Tkaki-Adoshi Road, Village - Dheku, Taluka – Khalapur, Khopoli, Raigad, 410 203 Maharashtra. 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 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. 3. However, since certain companies including Shamrock Industrial Company Limited 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 three investor complaints were pending against the company. 4. Since the company did not obtain SCORES authentication and failed to redress three investor grievances, SEBI issued Show Cause Notices (SCNs) dated March 28, 2013 and April 17, 2013 to the company and its directors viz. Mr. Kamlesh Rameshchandra Khokhani and Mr. Kalpesh Rameshchandra Khokhani, respectively calling upon them 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 SCNs issued to the directors were served, however, the SCN issued to the company returned undelivered. Thereafter, on January 30, 2014, the SCN was served on the company through its directors. In the matter of Shamrock Industrial Company Limited

5. Vide its letter dated February 05, 2014 and February 25, 2014 the company filed its reply to the SCN. Opportunities of personal hearings were granted to the company and its directors on October 28, 2014 and January 21, 2016. The notice to this effect was served on the company and its directors by way of affixture. However the company and its directors chose not to appear for the personal hearing on the scheduled date. 6. I note that sufficient opportunities have been granted to the company and its director and they are not keen to avail the same. In view of these facts and circumstances, I deem it appropriate to decide the matter on the basis of material available on record. 7. I note that the company has obtained SCORES authentication on May 06, 2013. The company in its replies had submitted that as per the records available with their RTA, relevent documents for effecting transfer of shares in the name of the investor complainant herein seemed to have been misplaced in transit and were not traceable. The company further submitted that it was in process of resolving the grievances, at the earliest. 8. However, I note that as on January 28, 2016 all the investor complaints as indicated in SCNs were pending against the company for redressal, the details of which are mentioned in the following Table: Details of the investor complaints Sr. no. Complaint Registration Name of Category Date of No. Complainant Receipt 1. SEBIP/MH08/9100259/1 Kapil Mittal Non-receipt of shares 17/09/2008 after Transfer 2. SEBIP/MH09/9105061/1 Kapil Mittal Non-receipt of shares 02/12/2009 in Public/Rights issue (including allotment letter) 3. SEBIP/MH11/0006681/1 Kapil Mittal Non-receipt of shares 12/12/2011 after Transfer 9. I note that the investor complaints are pending unresolved since the year 2008. 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.

10. 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 and its directors as contemplated in the show cause notices issued to them. 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 Shamrock Industrial Company Limited and its directors viz. Mr. Kamlesh Rameshchandra Khokhani and Mr. Kalpesh Rameshchandra Khokhani 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. 11. 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: February 09th, 2016 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA