Beruflich Dokumente
Kultur Dokumente
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referred to as "Noticee") did not submit the details to SEBI which were
required to be furnished in terms of the said Circular.
2. In order to further remind the Noticee about the compliance with the
requirements as laid down in the SEBI Circular dated June 03, 2011, letter
dated April 16, 2012 were sent to the Noticee informing about the
commencement of processing of investor complaints in a centralized web
based complaints redress system SCORES in terms of the Circular and
advising the Noticee to send the information (i.e. details for authentication) as
required in the Circular, at the earliest.
3. As observed from the contents of the Circular, SCORES introduced electronic
dealing of the complaints of the investors, by the respective companies. Thus,
once a complaint against a company was uploaded by SEBI in the SCORES, it
amounted to calling upon by SEBI to such company to redress the investor
grievance. Accordingly, it was incumbent upon such company to redress the
investor complaint. It was observed that three investor complaint was
pending against the Noticee as on August 27, 2012. However, it was alleged
that the Noticee failed to redress pending investor grievances and also failed
to obtain SCORES authentication in spite of being called upon by SEBI to do so
thereby violating the provisions of Section 15C of the SEBI Act, 1992.
4. Shri Praveen Trivedi was appointed as the Adjudicating Officer to inquire and
adjudge under Section 15C of the SEBI Act, 1992, the alleged violations
committed by the Noticee. Pursuant to the transfer of Shri Praveen Trivedi,
the undersigned was appointed as Adjudicating Officer vide Order dated
December 18, 2013.
SHOW CAUSE NOTICE, HEARING & REPLY
5. Show Cause Notice (SCN) in terms of the provisions of Rule 4(1) of SEBI
(Procedure for Holding Inquiry and Imposing Penalties by Adjudicating
Officer) Rules, 1995 (hereinafter referred to as "Adjudication Rules") was
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issued to the Noticee on August 13, 2013, calling upon the Noticee to show
cause why an inquiry should not be held against it under Rule 4(3) of the
Adjudication Rules read with Section 15I of the SEBI Act, 1992 for the alleged
violations.
6. I find from the records that the aforesaid SCN was sent at the last known
address of the Noticee at "101, Anarkali Complex, The Mall, Ludhiana Punjab 141001". However, it is observed that the Noticee did not submitted its reply
to the aforesaid SCN.
8. Noticee vide letter dated February 02, 2015 have submitted its reply in the
matter, which inter alia stated as under:
"..........
We hereby state that our company Shivalik Loha Mills Limited was
liquidated vide the ordered Dated 07.03.2014 by the Honorable Justice Sh.
Rajiv Naryan Raina, Punjab and Haryana High Court, Chandigarh vide
CP No. 148 of 2012...
The petition of liquidation is admitted. The official liquidator is appointed
as the provisional liquidator. The provisional liquidator is directed to take
charge of Movable and Immovable property of the Company Shivalik Loha
Mills Limited, Ludhiana.
Hence our company Shivalik Loha Mills Limited is now closed company
liquidated by Punjab and Haryana High Court, Chandigarh vide case no.
CP 148 of 2012 and the office order issued by the official liquidator by the
ministry of corporate affairs office of official liquidator attached to Punjab
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and Haryana High Court, Chandigarh vide file no. 33 dated 28.05.2014.,
as per order.
Copy of order of the Punjab and Haryana High Court, Chandigarh for
Liquidation and copy of office order of the liquidator is attached herewith.
........"
9. It is observed that the Noticee have not appeared for hearing. I note that the
SCN and the Notice of Hearing has been duly served in terms of provisions of
Rule 7 of the Adjudication Rules. In view of the aforesaid steps taken, as per
rule 4(7) of the Adjudication Rules, if any person fails, neglects or refuses to
appear as required by sub-rule (3) before the Adjudicating Officer, he may
proceed with the inquiry in the absence of such person after recording the
reasons therefor. Despite having been given the opportunities, the Noticee
had failed to avail of the same.
11. I have carefully perused the documents available on record and liquidation
order dated March 07, 2014 against the Noticee. I am of the view that before
proceeding in the matter on its merit, it would be in the fitness of the thing to
first decide the preliminary issue as to whether in view of the order of
liquidation passed against the Noticee by the Honble High Court of Punjab &
Haryana, the adjudication proceedings initiated by SEBI against the Noticee
would continue.
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12. In the light of the above and in order to examine the maintainability of the
present adjudication proceedings against the Noticee, it will be appropriate to
refer to section 446 of the Companies Act, 1956, which reads as under:
13. According to Blacks Law Dictionary, Sixth Edition, the term Legal
Proceedings includes all proceedings authorized or sanctioned by law, and
brought or instituted in a court or legal tribunal, for the acquiring of a right or the
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14. Section 446 is wide in its terms and is not restricted to any category of suits or
any class of Plaintiffs. It is wide enough to cover all suits and other legal
proceedings whoever may be the plaintiff. {Sri Murugan Oil Industries (P.)
Ltd.Re, (1970) 40 Com. Cases 77, 82 (Mad) following Ghouse Khan v Bala Subha
Rowthar, AIR 1927Mad 925}.
15. In the light of the above, I am of the view that the present adjudication
proceedings against the Noticee are covered under the provisions of Section
446 of the Companies Act, 1956. Further, I note that there is no material
available on record to suggest that leave of the Tribunal has been taken when
the proceedings were pending at the date of the winding up order. Once the
High Court has passed an order for winding up of a company, it is not right to
continue proceeding against the company in absence of leave of the Tribunal.
16. In view of the foregoing, I am of the view that the adjudication proceedings
initiated against the Noticee vide show cause notice dated August 13, 2013
cannot be proceeded with. The matter is, accordingly, disposed of.
17. In terms of the provisions of Rule 6 of the Adjudication Rules, copies of this
Order are being sent to the Noticee and also to Securities and Exchange Board
of India.
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Jayanta Jash
Adjudicating Officer