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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA
[ADJUDICATION ORDER NO.OIAE/ZBIL/AO/DRK-DS/EAD-3/ 589 /133 -14]
UNDER SECTION 15-I OF SECURITES AND EXCHANGE BOARD OF INDIA ACT,
1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING INQUIRY AND
IMPOSING PENALTIES BY ADJUDICATING OFFICER) RULES 1995
In respect of:
Zenith Birla (India) Limited
Dalamal House, 1st Floor,
206, Jamnalal Bajaj Marg, Nariman Point,
Mumbai- 400021
___________________________________________________________________

FACTS OF THE CASE IN BRIEF
1. Securities and Exchange Board of India (hereinafter referred to as SEBI)
observed that Zenith Birla (India) Ltd. (hereinafter referred to as "ZBIL"/
"Noticee"/ "the company") had failed to redress the investor grievances.

APPOINTMENT OF ADJUDICATING OFFICER
2. The undersigned was appointed as Adjudicating Officer under Section 15-I of the
Securities and Exchange Board of India Act, 1992 (hereinafter referred to as the
"SEBI Act") read with Rule 3 of the Securities and Exchange Board of India
(Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer)
Rules, 1995 (hereinafter referred to as the "Rules") and the same was
communicated vide proceedings of Whole Time Member appointing Adjudicating
Officer dated May 10, 2013, to inquire into and adjudge under Section 15C of the
SEBI Act, for the alleged non-redressal of investor grievances.

SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING

3. A Show Cause Notice no. A&E/EAD/DRK-BM/18562/2013 dated July 24, 2013
(hereinafter referred to as "SCN") was served on the Noticee by HDAD in terms
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of the provisions of Rule 4 of the Rules requiring the Noticee to show cause as to
why an inquiry should not be held against the Noticee and why penalty, if any,
should not be imposed on the Noticee under Section 15C of the SEBI Act for the
non-redressal of investor grievances inspite of being called upon by SEBI to do
so in writing. Proof of service of the SCN is available on record.

4. In was alleged in the said SCN that Noticee was informed vide letter dated
January 22, 2013 that 7 investor complaints were pending against it in the
SCORES and was advised/ directed to take the necessary steps within seven
days so as to redress the complaints within thirty days of the receipt of the letter.
As the grievances remained unresolved, Noticee was reminded vide letter dated
February 15, 2013 to redress the pending complaints and submit action taken
report. It was also informed vide this letter that a company must submit its action
taken report within 7 days of receipt of complaint through SCORES and the
complaint must be resolved within a period of 30 days, failing which SEBI may
initiate Regulatory action against the company which includes debarring from
securities market and/ or imposing penalty. Vide another reminder dated March
8, 2013, SEBI informed that the performance of the Noticee is not satisfactory
and was reminded to redress the 12 pending complaints. It was observed that
the noticee had neither replied to the aforesaid letters dated January 22, 2013,
February 15, 2013 and March 8, 2013 nor redressed the investor grievances
within the stipulated time inspite of being called upon by SEBI in writing to do so.
Further, it was observed that as on May 24, 2013 there were 4 investor
grievances pending against the Noticee in SCORES for more than 30 days out of
which 1 grievance was pending for more than two years. The details of the
pending complaints in given below:
DATE NAME PENDING DAYS CATEGORY
28/05/2013 Rita Nitin Shah 2 Others
28/05/2013 Viraj Nitin Shah 2 Others
28/05/2013 Niyati Nitin Shah 2 Others
03/2/2011 Usha Syngla 847 Non-receipt of Dividend

5. Since, no reply was received from the noticee, vide hearing notice dated
November 13, 2013, the noticee was advised to submit the reply to the SCN
immediately and was also granted an opportunity of personal hearing on
November 28, 2013 at SEBI Bhavan, Mumbai.

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6. The noticee, vide letter dated November 22, 2013,replied to SCN and made the
following submissions:

a) The first three complaints regarding Fixed Deposit matter is not
appearing on SCORES.
b) With respect to the complaint of Ms. Usha Syngla, the noticee
forwarded the communication between ZBIL and Ms. Usha Syngla and
submitted that the complaint is resolved at the end of the Noticee.

7. Vide letter dated November 26, 2013, the noticee sought adjournment of the
personal hearing on account of shifting of its head office.

8. Subsequently, vide hearing notice dated January 03, 2014, the noticee was
granted a final opportunity of hearing on January 22, 2014 at SEBI Bhavan,
Mumbai. The noticee was also informed that if it fails to appear for the final
hearing, then the matter shall be proceeded on the basis of documents/material
and evidences available on record. The said hearing notice was sent by HDAD
and was served on the noticee.

9. In response to the same, the noticee vide its letter dated January 15, 2014,
authorized Ms. Rita Malgaonkar, Practicing Company Secretary and Consultant
and Mr. Vimal Prakash Dubey, Company Secretary of the Noticee as its
Authorized Representatives (ARs).

10. In response to the SCN, Noticee submitted its reply vide letter dated January 22,
2014 stating that:

a) There was only one complaint shown as pending for over 2 years
against the Company. The remaining 3 complaints are in respect of
repayment of Fixed Deposits, which do not come under the jurisdiction
of SEBI.
b) With reference to the complaint which is over 2 years old, we wish to
inform you that the Complainant Ms. Usha Syngla of Jaipur filed her
complaint on 17.01.2011 for non-payment of dividend declared on
20.02.2009 and this complaint was received by SCORES on
20.01.2011.
c) Ms. Usha Syngla has infact in receipt of dividend of `31.80 and `64.80
on 29.10.2009 which was credited to her bank account. Further, over a
period of time, the Company's RTA (Bigshare Services Pvt. Ltd.) also
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arranged to get the stale dividend warrant No. 8801 for `7.20 replaced
by a Demand Draft on 02.02.2011. Infact, the entire case of Ms. Usha
Syngla was finally disposed off by our RTA on 02.02.2011 itself.

11. During the course of the hearing, ARs while reiterating the submissions made
vide replies dated November 22, 2013 and January 22, 2014, further stated that
as of now no investor complaints are pending. The ARs also undertaken to
provide the confirmation of the receipt of the dividend from Ms. Usha Syngla
within one week from the hearing.

12. Subsequently, vide letter dated January 28, 2014, the noticee forwarded the copy
of the letter from HDFC Bank dated August 07, 2013 addressed to the company
regarding payment of warrants and Demand Draft paid against the stale warrant
to Ms. Usha Syngla . The noticee also forwarded the copies of the Demand Draft
and warrants. The noticee also forwarded the proof of encashment of Dividend
Warrant issued to Ms. Usha Syngla.


CONSIDERATION OF EVIDENCE AND FINDINGS

13. I have taken into consideration the facts and circumstances of the case and the
material made available on record.

14. On perusal of the records, it is noted that 4 complaints were pending against the
Noticee, out of which 1 was pending for more than 2 years. The remaining 3
complaints relate to the fixed deposit, which does not come under the jurisdiction
of SEBI.

15. It is observed from the material made available on record that the complaint filed
by Ms. Usha Syngla was received by the noticee on February 03, 2011. It is also
observed from the letter of the bank of the noticee that the dividend warrants for
`31.80 and `64.80 were paid to the complainant in the year 2009 itself. Further a
Demand Draft of `7.20 against the stale warrant was also paid to the
complainant in February 2011. It is also observed that the noticee first updated
the ATR with respect to the said complaint on April 11, 2012, wherein it
submitted that it has informed the complainant the details of dividend paid to her.
On August 26, 2013, the noticee was advised by SEBI Office of Investor
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Assistance and Education (OIAE) to attach proof of dispatch of dividend. On the
same day the noticee attached a bank confirmation letter on SCORES confirming
that the dividend amount was paid to the complainant. The complaint was finally
closed by OIAE on September 15, 2013.

16. Further, as per the Complaints status on SCORES, submitted by the noticee,
there were no complaints pending with the noticee as on January 20, 2014.

17. Hence, in the light of above, reply of the noticee, actions taken by the noticee
and redressal of the complaint by the noticee, the alleged violation of Section
15C by the noticee could not be established.

ORDER
18. In view of the foregoing, considering the facts and circumstances of the case and
available records, the alleged violation of the provisions of Section 15C is difficult
to establish against Zenith Birla (India) Ltd. and accordingly the present
adjudication proceedings is disposed of.


19. In terms of the provisions of Rule 6 of the Securities and Exchange Board of
India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating
Officer) Rules 1995, copies of this order are being sent to Zenith Birla (India) Ltd.
and also to the Securities and Exchange Board of India, Mumbai.





Place: Mumbai D. RAVI KUMAR
Date: September 15, 2014 CHIEF GENERAL MANAGER &
ADJUDICATING OFFICER


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