BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA

(ADJUDICATION ORDER NO. AO/SBM/EAD-3/ 19 /2017)

UNDER SECTION 15-I OF SECURITIES 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: Baid Global Ventures Ltd.

(Formerly known as Chisel & Hammer (Mobel) Ltd.)
CIN: L18201MH1984PLC034070

FACTS OF THE CASE

1. An open offer was made by M/s Vijayrath Mercantile Pvt. Ltd. and Mr.
Pushpesh Kumar Baid (hereinafter referred to as “Acquirers”) to the
shareholders of Baid Global Ventures Limited (hereinafter referred to as
“Noticee/Baid/Company”) , the Target Company listed at BSE, through a
public announcement dated April 06, 2011 for acquisition of 3,95,911 equity
shares of the face value of Rs 10 each representing 20% of the equity and
voting share capital of the Company at a price of Rs 202.44/- per equity share
payable in Cash.

2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”)

while examining the letter of offer dated June 7, 2011 pertaining to the
aforesaid open offer had observed certain irregularities committed by the
Noticee. It was alleged that the Noticee had violated the provisions of
Regulation 8(3) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 (hereinafter referred to as “SAST Regulations”) for the
years 1998 to 2008. The Noticee was earlier known as Chisel & Hammer
(Mobel) Ltd. In view of the alleged violations of the provisions of law, as
aforesaid, Adjudication Proceedings under Section 15A(b) of the Securities
 and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”)
have been initiated against the Noticee.

APPOINTMENT OF ADJUDICATING OFFICER

3. SEBI vide Order dated April 26, 2013 appointed Shri D Ravikumar as the
Adjudicating Officer under Section 15-I of 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 'Adjudication Rules') to inquire into and adjudge under the provisions of
Section 15A (b) of the SEBI Act, the alleged violation of the provisions of
Regulation 8(3) of SAST Regulations by the Noticee. Consequent to the
transfer of Shri D. Ravikumar, I have been appointed as Adjudicating Officer
in the matter vide an order dated June 22, 2015.

SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING

4. Show Cause Notice No. A&E/EAD-3/DRK-DS/21680/2013 dated August 28,

2013 (hereinafter referred to as "SCN") was issued to the Noticee under the
provisions of Rule 4(1) of the Adjudication Rules to show cause as to why an
inquiry should not be initiated and penalty, if any, be not imposed under the
provisions of Section 15A(b) of the SEBI Act for the alleged violation
committed by the Noticee, as specified in the SCN. It was alleged in the SCN
that the Noticee had failed to make the necessary disclosures required under
regulation 8(3) of the SAST Regulations for the years 1998 to 2008.

5. The SCN dated August 28, 2013 returned undelivered with remarks ‘office
shifted’. An alternate address of the Noticee was retrieved from Bombay Stock
Exchange (BSE) which was Office No. 167, V-Mall Apartment Owners
Condominium, Near Sai Baba Temple, Thakur Complex, Kandivali (E),
Mumbai-400101 (hereinafter referred to as “new address”). The same
address was available in company’s Master data on the website of Ministry of
Corporate Affairs. Vide letter dated September 3, 2013, attempt was made to
deliver the SCN to the alternate address of the Noticee. However, the SCN

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 could not be delivered on the new address of the Noticee. Thereafter, vide
letter dated June 13, 2014, an attempt was made to deliver the SCN to the
Noticee through Adroit Corporate Services Pvt. Ltd. (Company’s Share
Transfer Agent). However, the Share Transfer Agent, vide its letter dated June
16, 2014, informed SEBI that it also could not deliver the SCN to the Noticee.

6. Thereafter, the SCN was served on the Noticee by way of affixture on the new
address on November 06, 2015 as per Rule 7 of the Adjudication Rules and
a report of the affixture is also available on record. The attempt to affix the
SCN to the original address was unsuccessful as the affixture was not allowed
on the original address of the Noticee.

7. In the interest of natural justice and in terms of Rule 4(3) of the Adjudication
Rules, the Noticee was granted two opportunities of personal hearing on
January 08, 2016 and July 05, 2017 vide letters dated December 15, 2015
and May 31, 2017. The aforementioned hearing notices were served on the
Noticee by way of affixture at its new addresses as per Rule 7 of the
Adjudication Rules. Reports of the affixture of the notices are also available
on record. I am of the view that the Noticee was provided with ample
opportunities to present its case and make its submissions in the present
matter. However, the Noticee has failed to respond to the same. In this
context, I would like to place reliance on the Order dated February 11, 2014
passed by the Hon'ble SAT in the matter of Sanjay Kumar Tayal and Ors vs
SEBI (Appeal No. 68 of 2013), where SAT had observed that "..........As rightly
contended by Mr. Rustomjee, the learned senior counsel for respondents,
appellants have neither filed any reply to the show cause notices issued to
them nor availed opportunity of personal hearing offered to them in the
adjudication proceedings and, therefore, appellants are presumed to have
admitted the charges leveled against them in the show cause notices......” In
view of the above, I am compelled to proceed with the matter ex-parte on the
basis of facts/material on record.

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CONSIDERATION OF ISSUES, EVIDENCE AND FINDINGS

8. I have carefully perused the documents/material available on record. The

issues that arise for consideration in the present case are:

i. Whether the Noticee has violated the provisions of Regulation 8(3) of

the SAST Regulations for the years 1998 to 2008?
ii. Do the violations, if any, attract monetary penalty under the provisions
of Section 15A(b) of the SEBI Act?; and
iii. If so, what would be the quantum of monetary penalty that can be
imposed taking into consideration the factors mentioned in Section 15J
of the SEBI Act?

9. Before moving forward, it is pertinent to refer to the relevant provision of the

SAST Regulations, which reads as under:

Regulation 8
Continual Disclosure
(3) Every company whose shares are listed on a stock exchange, shall within
30 days from the financial year ending March 31, as well as the record date
of the Company for the purposes of declaration of dividend, make yearly
disclosures to all the stock exchanges on which the shares of the company
are listed, the changes, if any, in respect of the holdings of the persons
referred to under sub- regulation (1) and also holdings of promoters or
person(s) having control over the company as on 31st March.

FINDINGS

10. The issues for examination in this case and the findings thereon are as follows:

i. Whether the Noticee has violated the provisions of regulation 8(3) of

the SAST Regulations for the years 1998 to 2008?

a. Regulation 8(3) of the SAST Regulations deals with yearly disclosures

that are required to be made by the company to the stock exchanges,
where the shares of the company are listed, of the changes, if any, in
respect of the holdings of the persons referred to under Regulation 8 (1)

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 of the SAST Regulations, 1997 and also the holdings of the promoters or
persons having control over the company within 30 days from (i) the
financial year ending March 31, as well as (ii) the record date for dividend
declaration. The Noticee being a listed company was under an obligation
in terms of regulation 8(3) of the SAST Regulations, to make yearly
disclosures to BSE in this regard. Upon perusal of the documents and
material available on record, I find that the Noticee had made the
disclosures required under Regulation 8(3) of the SAST Regulations with
a huge delay, for the years 1998 to 2008. The details of delay in making
these disclosures are mentioned as under-

Provision of Delay (in

Sl. Due date of Actual date of
SAST no. of
No. Compliance Filing/compliance
Regulations,1997 days)
1 8(3) 30.04.1998 26.02.2010 4321

2 8(3) 30.04.1999 26.02.2010 3956

3 8(3) 30.04.2000 26.02.2010 3590

4 8(3) 30.04.2001 03.02.2011 3567

5 8(3) 30.04. 2002 03.02.2011 3202

6 8(3) 30.04. 2003 03.02.2011 2837

7 8(3) 30.04. 2004 03.02.2011 2471

8 8(3) 30.04. 2005 26.02.2010 1764

9 8(3) 30.04. 2006 26.02.2010 1399

10 8(3) 30.04. 2007 06.08.2007 99

11 8(3) 30.04. 2008 05.05.2008 06

b. The disclosures that are made by the Company under Regulation 8(3) of
the SAST Regulations are made public only through the stock exchanges.
It is with this objective that SAST Regulations mandate the requirement
of making timely disclosures to the Stock exchanges so that the investing
public is not deprived of the vital information. These disclosures are
intended towards investor protection and it is through these disclosures

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 that investors are made aware of the changes, if any, in the shareholding
of the persons referred to under Regulation 8(1) of the SAST Regulations
and also the changes, if any, in the shareholding pattern of the promoters
or the persons having control over the company. Thus, whether there was
any change in the shareholding or not, it was obligatory on the part of the
Noticee to make the disclosures to BSE in terms of Regulation 8(3) of the
SAST Regulations. Further, the obligation to make these yearly
disclosures is a continual obligation and not a conditional obligation.

c. I find that the Noticee made the relevant disclosures under Regulation
8(3) of SAST Regulations, 1997 to BSE with a huge delay. As per records,
the Noticee made these disclosures to BSE for the period 1998 to 2008
after a delay of 12 years. Therefore, it is clear that the Noticee has made
belated disclosures and has, therefore, failed to comply with the
requirements specified under Regulation 8(3) of the SAST Regulations.

d. In the matter of M/s Sincere Packers Ltd Vs SEBI ( Appeal No 426 of 2014
decided vide order dated March 30, 2015), while upholding a penalty of
Rs 7 lakhs imposed by the Adjudicating Officer for violation of Regulation
8(3) of the SAST Regulations for 14 years by the Appellant therein, the
Hon’ble SAT referred to its earlier Larger Bench decision in the case of
Comfort Fincap Ltd Vs SEBI ( Appeal No 160 of 2014 decided on June
25, 2014), held that “…. first contention of the appellants that the AO was
not justified in imposing penalty for not making the disclosures under
Regulation 8(3) in spite of there being no trading on account of the Stock
Exchanges being non-functional, cannot be accepted” .

e. Further, in the matter of Inland Printers Limited Vs SEBI (Appeal No 199

of 2014 decided on October 20, 2015) Hon’ble SAT had observed that
“…. In other words, while the shareholders/promoters of the company are
obliged to make annual disclosures to the Company under Regulations
8(1) and 8(2) of the Takeover Regulations, 1997, the Company is obliged
to make annual disclosures to the stock exchanges under Regulation 8(3)

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 of the Takeover Regulations, 1997. To put it simply, if the
shareholders/promoters fail to make annual disclosures under regulations
8(1) and 8(2), they are liable for penal action under section 15A (b) of the
SEBI Act and if the Company fails to make annual disclosures to the Stock
Exchanges within the time stipulated under Regulation 8(3), the Company
is liable for penal action under Section 15A (b) of the SEBI Act…”

f. In view of the aforesaid orders of SAT and the facts and circumstances of
the case, I am convinced that the Noticee has failed to make the
necessary disclosures within the prescribed time period required under
Regulation 8(3) of the SAST Regulations. Hence, I conclude that the
Noticee has violated the provisions of Regulation 8(3) of the SAST
Regulations.

ii. Does the violation, if any, attract monetary penalty under section 15A
(b) of the SEBI Act?

a. By not making the disclosures on time, the Noticee failed to comply with
the mandatory statutory obligation. In this context, reliance is placed upon
the order of The Hon'ble Supreme Court of India in the matter of
Chairman, SEBI Vs Shri Ram Mutual Fund {[2006]} 5 SCC 361} wherein
Hon’ble Supreme Court held that "In our considered opinion, penalty is
attracted as soon as the contravention of the statutory obligation as
contemplated by the Act and the Regulations is established and hence
the intention of the parties committing such violation becomes wholly
irrelevant". As the Noticee made the disclosures to the BSE under the
provisions of Regulation 8(3) of the SAST Regulations with a huge delay
and the violation of the provisions of Regulation 8(3) of the SAST
Regulations by the Noticee has been established, I am convinced that it
is a fit case for imposing monetary penalty under the provisions of Section
15A(b) of the SEBI Act, which reads as under:

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 15A. Penalty for failure to furnish information, return, etc. - If any person,
who is required under this Act or any rules or regulations made there under,-

(b) to file any return or furnish any information, books or other documents within
the time specified therefore in the regulations, fails to file return or furnish the
same within the time specified therefore in the regulations, he shall be liable to
a penalty of one lakh rupees for each day during which such failure continues or
one crore rupees, whichever is less”.

iii. If so, what would be the monetary penalty that can be imposed taking
into consideration the factors mentioned in section 15J of the SEBI
Act?

a. While determining the quantum of penalty under section 15A(b) of the

SEBI Act, it is important to consider the factors stipulated in section 15J
of the SEBI Act, which reads as under:

15J- Factors to be taken into account by the adjudicating officer

While adjudging the quantum of penalty under section 15-I, the adjudicating
officer shall have due regard to the following factors, namely –
a. the amount of disproportionate gain or unfair advantage, wherever
quantifiable, made as a result of the default;
b. the amount of loss caused to an investor or group of investors as a result of
the default;
c. the repetitive nature of the default”

b. It is not possible from the material available on record to ascertain the

disproportionate gain or unfair advantage made by the Noticee or the
amount of loss caused to an investor or group of investors as a result of
the Noticee’s default. One of the main objective of the SAST Regulations
is to achieve fair treatment by inter alia mandating timely disclosures by
entities and ensure adequate information to the public/investors/
shareholders so as to enable them to take a balanced investment
decision. True and timely disclosures are also an essential part in the

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 proper functioning of the securities market and failure to do so results in
preventing investors from taking well-informed decisions. I find that
Noticee has failed to make timely disclosures required to be made under
the provisions of Regulation 8(3) of the SAST Regulations. I further find
that the Noticee committed the default for eleven consecutive years
indicating the repetitive nature of default.

ORDER

11. Having considered all the facts and circumstances of the case, the gravity of
charges established and the material available on record, I, in exercise of the
powers conferred upon me under Section 15-I of the SEBI Act read with Rule
5 of the Adjudication Rules, hereby impose a penalty of Rs …………/-
(Rupees…………….only) under section 15A(b) of the SEBI Act on the Noticee
i.e. Baid Global Ventures Ltd. (earlier known as Chisel & Hammer (Mobel)
Ltd.) for violation of Regulation 8(3) of the SAST Regulations read with
Regulation 35 of the SEBI ( Substantial Acquisition of shares and Takeovers)
Regulations, 2011.

12. The amount of penalty shall be paid either by way of demand draft in favour
of "SEBI - Penalties Remittable to Government of India", payable at Mumbai,
or by e-payment in the account of "SEBI- Penalties Remittable to Government
of India", A/C No 31465271959, State Bank of India, Bandra Kurla Complex
Branch, RTGS Code SBIN0004380 within 45 days of receipt of this order. The
said demand draft or forwarding details and confirmation of e-payments made
(in the format as given in the table below) should be forwarded to The Division
Chief, Enforcement Department (EFD), Securities and Exchange Board of
India, SEBI Bhavan, C-4A, 'G' Block, Bandra Kurla Complex, Bandra (East),
Mumbai-400051.

1. Case Name:
2. Name of Payee:
3. Date of payment:

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 4. Amount Paid:
5.Transaction No:
6. Bank Details in which payment is made:
7. Payment is made for: (like penalties
/disgorgement/recovery/Settlement amount and
legal charges along with order details)

13. In terms of Rule 6 of the Adjudication rules, copy of this order is sent to the
Noticee i.e. Baid Global Ventures Ltd and also to the Securities and Exchange
Board of India, Mumbai.

DATE: JULY 06, 2017 SURESH B MENON

PLACE: MUMBAI ADJUDICATING OFFICER

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