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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA


ADJUDICATION ORDER NO. PJ/VP/02/2016
______________________________________________________________
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:
Sulzer India Private Limited
In the Matter of
Sulzer India Limited
______________________________________________________________
BACKGROUND
1. SEBI vide Circular no. CIR/OIAE/1/2012 dated August 13, 2012 directed all
companies whose securities were listed on stock exchanges to obtain SCORES
authentication by September 14, 2012 and also redress the pending investor
grievances within the stipulated time period failing which appropriate
enforcement action would be initiated against them.
APPOINTMENT OF ADJUDICATING OFFICER
2. The undersigned was appointed as Adjudicating Officer vide order dated
29.12.2015 under section 19 under section 15 I of SEBI Act read with rule 3 of
SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating
Officer) Rules, 1995 (hereinafter referred to as Rules) to inquire into and
Adjudication Order in respect of M/s. Sulzer India Limited

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adjudge under Section 15C and 15HB of the SEBI Act, the alleged violations
of the provisions of Circular No. CIR/OIAE/1/2012 dated August 13, 2012.
SHOW CAUSE NOTICE, REPLY AND HEARING
3. Show Cause Notice No. EAD/PJ/VRP/1160/2016 dated 13.01.2016
(hereinafter referred to as 'SCN') was issued to Sulzer India Limited (Herein
after referred to as the Noticee) under rule 4 of the Rules to show cause as
to why an inquiry should not be held and penalty be not imposed under
Section 15C and Section 15 HB of SEBI Act for the alleged violation of
provisions of the circular by failing to obtain SCORES authentication and also
by failing to resolve the investor complaint with in the specified time, thereby
failed to comply with SEBI Circular No. CIR/OIAE/1/2012 dated August 13,
2012.
4. The said SCN was sent through electronic mode on the email Id:
shrikrishna.karde@sulzer.com in terms of rule 7(b) of the Rules and the same
was delivered and acknowledged by the Noticees. The Noticee vide its letter
dated 13.01.2016 made following submissions:
In this regards, please note that our company has been delisted from BSE in year 2010
after complying with the formalities for voluntary delisting of equity shares and accordingly the
trading in the equity shares was discontinued w.e.f. 13.09.2010. Enclosed is the copy of
communication from BSE to this effect.

CONSIDERATION OF ISSUES
5. I have carefully perused the written submission of the Noticee and the
documents available on record. It is observed that the allegation against the
Noticee is that they had failed to obtain SCORES authentication and also
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failed to resolve the investor complaint with in the specified time in term of
the Circulars.
6. The issues that, therefore, arise for consideration in the present case are:
6.1. Whether the Noticee has failed to obtain SCORES authentication and also
failed to resolve the investor complaint with in the specified time, thereby
failing to comply with SEBI Circular No. CIR/OIAE/1/2012 dated
August 13, 2012?
6.2. Does the violation, if any, attract monetary penalty under Section 15C and
Section 15 HB of SEBI Act?
6.3. If so, what would be the monetary penalty that can be imposed taking into
consideration the factors mentioned in Section 15J of SEBI Act?
FINDINGS
7. Before moving forward, it is pertinent to refer to the provisions of Circular
which are as under:

CIRCULAR
CIR/OIAE/1/2012 August 13, 2012
All Companies whose securities are listed on Stock Exchanges
(through Stock Exchanges)
All recognized Stock Exchanges
Dear Sir/Madam,

Subject : Redressal of investor grievances against listed companies in


SEBI
Complaints Redress System (SCORES).
SEBI had issued Circular No.CIR/OIAE/2/2011 dated June 3, 2011 regarding
commencement of SEBI Complaints Redress System (SCORES) and advising all
companies whose securities are listed on various stock exchanges to comply with the provisions
of the said circular.

Adjudication Order in respect of M/s. Sulzer India Limited

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1. In this regard, all companies whose securities are listed on stock exchanges, are hereby
advised to obtain SCORES authentication by September 14, 2012 in terms of the aforesaid
circular.
2. All companies against whom complaints are pending on SCORES, shall take
appropriate necessary steps within 7 days of receipt of complaint by the concerned company
through SCORES, so as to resolve the complaint within 30 days of receipt of complaint and
also keep the complainant duly informed of the action taken thereon.
3. In case of failure to comply with the above, SEBI would be constrained to initiate
enforcement actions as per the law as may be deemed appropriate.
4. The Stock Exchanges are accordingly advised to bring the provisions of this Circular to
the notice of all the companies whose securities are listed in the exchange and also to
disseminate the same on the website.
5. This Circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
6. This Circular is available on SEBI website at www.sebi.gov.in.
Yours faithfully,

Gyan Bhushan
Chief General Manager
022-26449710
gyanbhushan@sebi.gov.in
----------------------------------------------------------------------------------------

8. The issue for consideration is whether the Noticee has failed to obtain
SCORES authentication and also failed to resolve the investor complaint with
in the specified time, thereby failing to comply with SEBI Circular No.
CIR/OIAE/1/2012 dated August 13, 2012. It is pertinent to deal with the
provisions of the Companies Act, 1956. Under Chapter III of the said Act,
Section 55A deals with powers of Securities and Exchange Board of India
wherein it is provided that, the provisions contained in sections 55 to 58, 59 to
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81 (including sections 68A, 77A and 80A), 108, 109, 110, 112, 113, 116, 117,
118, 119, 120, 121, 122, 206, 206A and 207, so far as they relate to issue and
transfer of securities and non-payment of dividend shall, - (a) in case of listed
public companies ; (b) in case of those public companies which intend to get
their securities listed on any recognised stock exchange in India, be
administered by the Securities and Exchange Board of India ; and (c) in any
other case, be administered by the Central Government. Further, in case of the
Companies Act, 2013, Chapter III of the said Act, confers the powers to
Securities and Exchange Board of India to regulate issue and transfer of
securities, etc. in Sub-Section (1) of Section 24 of the said Act, wherein it is
stated that, the provisions contained in said Chapter, Chapter IV and in
section 127 shall in so far as they relate to issue and transfer of securities and
non-payment of dividend, by listed companies or those companies which
intend to get their securities listed on any recognised stock exchange in India,
except as provided under this Act, be administered by the Securities and
Exchange Board by making regulations in this behalf. It is further stated in
Sub-Section (2) of Section 24 of the said Act that, in any other case, it shall be
administered by the Central Government.
9. I also note that the said SEBI circular is addressed to all companies whose
securities are listed on the Stock Exchanges. I further note from Section 15C
of the SEBI Act which states that, if any listed company or any person who is
registered as an intermediary, after having been called upon by the Board in
writing, to redress the grievances of investors, fails to redress such grievances
within the time specified by the Board, such company or intermediary 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.
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10. I find from the reply dated 13.01.2016 of the Noticee that, the Noticee/
company was voluntarily delisted from BSE in year 2010 after complying with
the formalities for voluntary delisting of equity shares and accordingly the
trading in the equity shares of the Noticee was discontinued w.e.f. 03.09.2010.
Further the Noticee has also enclosed letter dated 31.08.2010 addressed to the
Noticee by the BSE where in it was given to notice of the company that, their
trading in the scrip was discontinued and the share of company is delisted
from the Exchange w.e.f September 13, 2010.
11. I note that the status of the company on SEBI SCORES website

(http://scores.gov.in/SebiContents.aspx?page=entitystatus#)

as

DELISTED from BSE and CSE (Calcutta Stock Exchange). The same is
also

confirmed

from

the

websites

of

BSE

and

CSE

(www.bseindia.com/corporates/Delist_Comp.aspx?expandable=1 and
http://cse-india.com/CSE%20Notices%20&%20Circulars/2008/Notice290508_2.html)

On the CSE, the company was granted voluntary delisting under SEBI
(Delisting of Securities) Guidelines, 2003 vide Notice dated May 15, 2008.
12. In view of the above, I note that SEBI has jurisdiction and power to initiate
Adjudication Proceeding on a listed companies or those companies which
intend to get their securities listed on any recognised stock exchange. In the
case in hand, SEBI had introduced electronic dealing of the complaints of the
investors, by the respective companies (SCORES) vide Circular No.
CIR/OIAE/2/2011

dated

June

3,

2011

read

with

Circular

No.

CIR/OIAE/1/2012 dated August 13, 2012 read with Circular No.


CIR/OIAE/1/2013 dated April 17, 2013. Further I note from the records
that, the trading in the scrip of the Noticee Company discontinued w.e.f. from
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03.09.2010 and the scrip was delisted w.e.f. 13.09.2010 on BSE and 15.05.2008
on Calcutta Stock Exchange Limited i.e, much before the issuance of the said
circular and initiation of adjudication proceeding against the Noticee. Thus the
present adjudication proceedings are in respect of unlisted company where
SEBI has no jurisdiction.

ORDER
13. In view of the foregoing, I am of the view that, the Adjudication Proceedings
against the Noticee vide show cause notice dated 13.01.2016 cannot be
proceeded with. The matter is accordingly disposed off.
14. 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.

Date: 29.02.2016
Place: Mumbai

Adjudication Order in respect of M/s. Sulzer India Limited

Prasad P Jagadale
Adjudicating Officer

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