Order in the matter of Ventron Polymers Ltd.

WTM/RKA/OIAE/ 114/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under section 11B of the Securities and Exchange Board of India Act, 1992 in the matter of Ventron Polymers Ltd. In respect of Ventron Polymers Ltd.

1. Ventron Polymers Ltd. (hereinafter referred to as 'Ventron' or 'the company') is a company incorporated under the Companies Act, 1956 having its registered office at 5, Onlooker building, SIR P. M. Road, Fort, Mumbai – 400 001, Maharashtra. The shares of the company are listed on Bombay Stock Exchange Ltd. (BSE), Allahabad Stock Exchange Ltd. (ASE) and Delhi Stock Exchange Ltd. (DSE). 2. SEBI vide 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, certain companies including Ventron did not obtain SCORES authentication within the time period specified in the aforementioned circular. Therefore, a public notice was issued on January 13, 2013, advising inter alia, the company 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 five 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 but the said letter returned undelivered. 3. Since Ventron did not obtain SCORES authentication and failed to redress the investor grievance, SEBI issued Show Cause Notice (SCN) dated March 28, 2013 to Ventron on its registered office address, calling upon it to show cause as to why suitable directions including the direction to restrain it from accessing the securities market for a specified period should not be issued under section 11B of the SEBI Act but the said SCN returned undelivered. Therefore, the SCN was served on January 29, 2014, by way of affixture on the registered office address of the company.

In the matter Ventron Polymers Ltd.

4. Subsequently, SEBI observed that the winding up order in respect of the company had been passed on July 19, 2010, which is prior to the date of issue of the SCN in the present matter i.e. March 28, 2013. I further note that section 446 of the Companies Act, 1956 mandates that “When a winding up order has been made or the official liquidator has been appointed as provisional liquidator, no suit or other legal proceeding shall be commenced … against the company except by leave of the (Tribunal) …”. 5. I am of the opinion that the present proceedings falls under the scope of the phrase “other legal proceedings” used in the section 446. Further I note that there is no material on record to suggest that leave of the Court has been taken before starting the present proceedings. 6. I, therefore, find that the present proceedings initiated against Ventron Polymers Ltd. are infructuous. The matter is, accordingly, disposed of.

Date: September 26th, 2014 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA