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BEFORE THE ADJUDICATING OFFICER


SECURITIES AND EXCHANGE BOARD OF INDIA
(ADJUDICATION ORDER NO: SEBI / SRO/ SBM/AO/4 of 2014)
_____________________________________________________________________
UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT,
1992 READ WITH RULE 5 OF SECURITIES AND EXCHANGE BOARD OF INDIA
(PROCEDURE FOR HOLDNG INQUIRY AND IMPOSING PENALTIES BY
ADJUDICATING OFFICER ) RULES, 1995


In respect of:

Telesys Info-Infra ( I ) Limited
(Formerly known as Telesys Software Ltd)
Regd Office: New No.
72 ( Old No 33), Giri Road
1
st
Floor,
T Nagar, Chennai 600 017
______________________________________________________________________

Background:

1. Securities and Exchange Board of India (SEBI ) received two complaints with
regard to non-receipt of dividend from an investor against M/s Telesys Info-Infra ( I )
Limited (formerly known as Telesys Software Ltd and hereinafter referred to as
Noticee or Company). As per the data available in the SEBI Complaints Redress
System (SCORES), the said complaints were shown as pending against the
Noticee. SEBI had forwarded the complaints to the Noticee for redressal of the
pending grievances. SEBI followed up the matter with the Noticee by issuing letters /
reminders. However, the Noticee failed to redress the investor complaint and submit
an action taken report in this regard, which was required under the procedure laid
down in the SCORES system. The investor grievances were therefore shown as
pending to be resolved against the Noticee in the SCORES.

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Appointment of Adjudicating Officer:

2. The undersigned was appointed as the Adjudicating Officer vide an Order dated
August 28, 2012 under Section 15-I of the Securities and Exchange Board of India
Act 1992 (hereinafter known as SEBI Act) read with Rule 3 of the SEBI ( Procedure
for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995
(hereinafter referred to as Adjudication Rules ) to inquire into and adjudge under
Section 15 C of the SEBI Act, the alleged nonredressal of the above mentioned
investor grievance by the Noticee.

Show Cause Notice, Reply of the Noticee and Personal Hearing:

3. A Show Cause Notice ref No. AO/SCN/SBM/EIL/23863/2012 dated October 29,
2012, (hereinafter referred to as SCN) was issued to the Noticee under Rule 4 of the
Adjudication Rules, to show cause as to why an inquiry be not held against the
Noticee and penalty be not imposed under Section 15 C of the SEBI Act, for the non
redressal of the investor grievance by the Noticee. It was alleged in the SCN that the
Noticee had failed to redress the pending investor grievance against it in the
SCORES within the time specified and thereby violated the provisions of Section 15
C of the SEBI Act, 1992. The copies of the documents relied upon in the SCN were
also provided to the Noticee along with the SCN.

4. The SCN was sent to the Noticees address as mentioned above by Speed Post with
Acknowledgement due, which was also duly delivered and the proof of service is
also available on record. In response to the SCN, the Noticee vide their letter
dated November 5, 2012 submitted their reply by stating that the Company has not
declared any dividend so far and in this regard also enclosed copy of two letters
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informing both SEBI and the Complainant about the status of the complaint , details
of which are as under:

The Noticee in their reply to the SCN enclosed a letter dated 4
th
June 2012 which
was addressed to SEBI, Chennai wherein it was clearly mentioned that they have
not declared any dividend so far and also supported the same with a letter dated
4
th
April 2012 which was apparently addressed to the complainant by their R & T
agent viz., M/s Cameo Corporate Services Ltd informing the same. A copy of the
letter dated 4
th
April 2012 which was addressed to the complainant by M/s
Cameo Corporate Services Ltd was also marked to SEBI Chennai and to the
Noticee.
As mentioned above, the R & T agent of the Noticee in their communication to
the complainant vide letter dated April 4, 2012 had categorically informed the
complainant that the company has not declared any dividend so far and a copy of
the said letter was also marked to both SEBI Chennai and to the Noticee for
records and information.

5. In the interest of natural justice and in order to conduct an inquiry in terms of Rule 4
(3) of the Adjudication Rules, the Noticee was granted an opportunity of personal
hearing on May 6, 2013, October 8, 2013 and February 4, 2014. M/s Inbaa
Associates (Advocates representing on behalf of the Noticee ) vide their letter dated
nil received by SEBI on May 3, 2013 stated that they would represent the Noticee
before the Adjudication Proceedings. However, due to certain official exigencies,
the personal hearing granted to the Noticee on the above said dates could not take
place and the same was also communicated to the Noticee vide e-mails sent to
their office on May 2, 2013 and October 4, 2013 respectively . I am of the view that
sufficient material/ records are available to proceed further in the matter. Hence, I
am proceeding with the inquiry based on the documents and material available on
record.
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Consideration of the Issues and Findings:

6. I have carefully perused the documents available on record and the reply of the
Noticee. It was alleged in the SCN that the Noticee has failed to redress the two
pending investor grievances against it in the SCORES within the time specified. I
observe from the information downloaded from the SCORES portal that the two
pending grievances were apparently made by the same complainant viz. Ms
Surekha Sarkar from Howrah Dist and were treated in the SCORES as two separate
complaints although the subject matter of the complaint was the same. Hence, I note
that it is a case where only a single complaint is pending against the Noticee in the
SCORES database and not two complaints as alleged in the SCN issued to the
Noticee.

7. I note from the complaint of Ms Surekha Sarkar that it was relating to non-payment
of dividend by the Noticee. I also note from the reply dated November 5, 2012
submitted by the Noticee that they have not declared any dividend so far. I further
note that since the Noticee company has not declared any dividend to the
shareholders the question of non-payment of the same to the shareholders,
including the complainant does not arise. The decision to either pay out the
earnings or to retain the same is the prerogative of the Board of Directors/
Management of the Noticee Company. Therefore, in the instant case, where the
allegation is that the Noticee has not paid any dividend will not fall under the
regulatory purview of SEBI. In any case, I note that in response to the grievance of
Ms Surekha Sarkar which was forwarded to the Noticee vide ref no SEBI /TN
11/0000503/1, the R & T agent of the Noticee Company viz. M/s Cameo Corporate
Services Ltd vide their letter REF/CAM/TSO/B56/JC/2012 dated 4
th
April 2012 had
categorically confirmed to the Complainant that the Noticee Company had not
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declared any dividend so far and a copy of the said letter was also seen marked to
both SEBI SRO and to the Noticee separately for their information.

8. Thus, in light of the above observations, the allegation of non- redressal of the
investor grievance against the Noticee is not tenable. I am therefore of the opinion
that it would be inappropriate to impose any penalty on the Noticee.

Order

9. In view of the foregoing, considering the facts and circumstances of the case and
material available on record, the alleged violation of the provisions of Section 15 C of
the SEBI Act by the Noticee do not stand established and the matter is accordingly
disposed of.

10. In terms of Rule 6 of the Adjudication Rules, copy of this order is being sent to the
Noticee and also to the Securities and Exchange Board of India.


Place: Chennai Suresh B Menon
Date: September 30, 2014 Adjudicating Officer
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