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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA
(ADJUDICATION ORDER NO: OIAE/EAD-3/AO/DRK/JP/604/148 of 2014)
______________________________________________________________
UNDER SECTION 15 - I OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA ACT, 1992 READ WITH RULE 5 OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (PROCEDURE FOR HOLDING INQUIRY AND IMPOSING
PENALTIES BY ADJUDICATING OFFICER) RULES, 1995.
In respect of:
Dighe Electronics Ltd.

Regd. Office at: - 38, Electronic Co-op. Estate Ltd.
Pune Satara Road, Pune- 411 009


Alternative Address: 11, Vrindavan, Plot No. 158-165
Mukund Nagar, Pune- 411 037
---------------------------------------------------------------------------------------------------------
Background:
1. Securities and Exchange Board of India (hereinafter referred to as SEBI)
observed that Dighe Electronics Ltd. (hereinafter referred to as 'the Noticee /
the Company / Dighe ") had neither obtained the SEBI Complaints Redressal
System (SCORES) authentication nor redressed the grievance of investor.
Appointment of Adjudicating Officer:
2. Undersigned was appointed as Adjudicating Officer 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) vide communiqu dated May 21, 2013, to inquire into
and adjudge under Section 15 A (a) and 15 C of the SEBI Act, the alleged
violations by the Company.
Show Cause Notice, Reply and Personal Hearing:
3. A Show Cause Notice No. A&E/EAD-3/DRK-VVK/18880/2013 dated July 30,
2013 (hereinafter referred to as SCN) was served upon the Noticee through
Regd. Post AD under Rule 4 (1) of the Adjudication Rules, to show cause as to
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why an inquiry be not held against the Noticee and penalty be not imposed
under section 15 A (a) and 15 C of the SEBI Act, for the alleged violations of
non obtaining of SCORES authentication and non redressal of investor
grievance. The allegations against the Noticee as levelled in the SCN, are
produced hereunder;
a. Vide letter dated January 11, 2013, SEBI advised the Noticee to furnish the
authentication details for implementation of SCORES within 7 days from the
date of receipt of the letter to enable the Company to view and resolve the
investor grievances in SCORES, failing which SEBI may initiate appropriate
actions. Under the said letter, reference of SEBI Circular No.
CIR/OIAE/2/2011 dated June 03, 2011 and SEBI Circular No.
CIR/OIAE/1/2012 dated August 13, 2012 was given requiring all the
companies which are listed on any Stock Exchange to view the complaints
pending against them and submit Action Taken Report (ATR) electronically in
SCORES.
b. SEBI vide letter dated February 15, 2013 reminded the Noticee to redress
the grievances of investor and submit the Action Taken Report (ATR) through
SCORES. Vide letter dated February 15, 2013, the Noticee was asked to
resolve the pending complaints at the earliest but not later than February 27,
2013. However, allegedly, the Noticee had failed to resolve the grievances of
the complainant, failed to reply to the aforesaid letters dated January 11,
2013 & February 15, 2013, failed to obtain the SCORES authentication and
also failed to submit the ATR as required.
c. Vide Circular No. CIR/OIAE/1/2013 dated April 17, 2013, SEBI advised the
companies to obtain SCORES authentication within one month from the date
of the said Circular, however, as on May 24, 2013, the Noticee had not
approached SEBI for the authentication.
d. It was stated in the SCN that as on May 24, 2013, one investor grievance /
complaint of Ms. Pushpa Devi Dhoot (Complainant) for non receipt of shares
after transfer was pending against the Noticee in SCORES which was
pending for more than two years.
e. In view of the above, it was alleged that the Noticee had failed to obtain the
SCORES authentication / furnish ATR and failed to resolve one investor
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grievance, which are in violation of Section 15A (a) and 15C of the SEBI Act.
The provisions of Section 15A(a) and 15C of the SEBI Act are produced
hereunder;
Penalty for failure to furnish information, return, etc.

15A. If any person, who is required under this Act or any rules or regulations made
thereunder,
(a) to furnish any document, return or report to the Board, fails to furnish the same,
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;

Penalty for failure to redress investors grievances.

15C. 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.


4. The Noticee failed to submit reply towards the SCN. Thereafter, for the purpose
of inquiry, an opportunity of hearing was granted to the Noticee on October 28,
2013 vide notice dated October 09, 2013 which was duly served upon the
Noticee through Regd. Post AD. However, Noticee neither appeared on the
aforesaid date of hearing nor responded the hearing notice. However,
considering the principle of natural justice final opportunity of hearing was
granted to the Noticee on November 27, 2013 vide notice dated November 12,
2013 which was duly served upon the Noticee through Regd. Post AD. The
hearing on November 27, 2013 was attended by Mr. Kamalakar Dattatray
Dighe (Managing Director of the Company) and made following submissions;
(a) He is Managing Director of the Company/Noticee since 1992. The Company is still
a listed Company, but not in operation since last 6-7 years. I would try my best to
resolve the grievance of the investor/complainant within period of one month after
receipt of the communication address and contact number, if any, of the
investor/complainant. Kindly provide the details of Complainant.

(b) I would also file reply towards the SCN within said time and also communicate to
the Ld. Adjudicating Officer about redressal of grievance of Complainant and
Authentication on SCORES. At present no other complaint is pending against the
company. On submission of our reply and the redressal report, the same be read as
final submissions and no further opportunity of hearing is desired in the matter.


5. During the hearing, upon request by Managing Director of the Noticee, a copy
of SCN along with annexure was provided to him and the inquiry was
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concluded as no further opportunity of hearing was desired by the Noticee in
the matter.
6. Thereafter, the Noticee vide letter dated nil (received by SEBI on February 10,
2014) submitted that regarding the complaint of Ms. Pushpa Devi Dhoot,
several e-mails were sent to complainant, but no reply from her is received.
The Noticee stated that finally a brief reply was received from complainant on
January 23, 2014. The Noticee further stated that as per the instruction given
by the party in said e-mail, a cheque of ` 1000/- was sent in the name of Ms.
Dhoot. A copy of e mail with copy of letter addressed to Mr. Gordhan Das
Dhoot and copy of cheque were enclosed by the Noticee along with said letter.
7. Therefore, I am proceeding the case taking into account the Noticees
aforesaid reply/submissions towards the SCN and the material available on
records.
Consideration of Case and Finding:
8. In respect to the allegations of non activation of SCORES authentication, the
Noticee had neither made any reply nor submitted any documents in this
regard. Therefore, taking into account the undisputed fact and available
records, it is clear that the Noticee had not yet activated the SCORES
authentication.
9. It is also observed from the available records that SEBI in writing vide letter
dated January 11, 2013 and February 15, 2013, advised the Noticee to furnish
the authentication details for implementation of SCORES within 7 days from
receipt of letter as per the format / annexure enclosed with the said Circulars,
to enable the Company to view and resolve the investors grievances in
SCORES. It is noticed that vide said letter dated February 15, 2013, SEBI
sought information from the Company regarding SCORES authentication and
reference of SEBI Circular No. CIR/OIAE/2/2011 dated June 03, 2011 was
given wherein it was categorically stipulated that all the companies which are
listed on any Stock Exchange (s), should view complaints pending against
them and submit ATR along with supporting documents electronically in
SCORES. It was also stipulated that failure on the part of the company to
update the ATR in SCORES, would be treated as non-redressal of investor's
complaints. Further, a reference of another SEBI Circular No. CIR/OIAE/1/2012
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dated August 13, 2012 was given wherein it was stipulated that all companies
whose securities are listed on the Stock Exchanges, are required to obtain
SCORES authentication by September 14, 2012. It was also stipulated therein
that all companies against whom complaints are pending on SCORES, are also
required to take appropriate necessary steps within 7 days of receipt of
complaints, so as to resolve complaints within 30 days of its receipt and also
keep the complainant duly informed of the action taken thereon.
10. Available records also reveal that SEBI also issued a Public Notice dated
January 13, 2013 in the newspapers against those companies whose securities
are traded on the stock exchange but not obtained SCORES authentication,
and advised them to obtain SCORES authentication within 7 days. In the said
Public Notice, the reference of aforesaid SEBI Circulars dated June 03, 2011
and August 13, 2012 was given. The name of the Noticee / Company is also
appearing in the said Public Notice at Serial No. 39. It is further observed from
the records that SEBI vide Circular No. CIR/OIAE/1/2013 dated April 17, 2013
also advised the listed companies to obtain SCORES authentication within one
month from the date of said Circular.
11. In respect to the allegation of non redressal of investor grievance, it is observed
from the records that 1 complaint of Ms. Pushpa Devi Dhoot dated September
25, 2008 for non receipt of shares after transfer was pending against the
Noticee. The Noticee had failed to show any steps taken by it to redress her
grievances from the date of complaint till the initiation of instant proceeding. It
was only during the present proceeding, the Noticee could take step as
mentioned in pre para 6 above after a long time. Certainly, there was enormous
delay in taking step for redressal of her grievance.
12. Therefore, taking into consideration the above observations / available records,
it is concluded that the Noticee had failed to obtain the SCORES authentication
/ failed to submit the ATR as required and delayed in resolving one pending
grievance of the aforesaid complainant.
13. In view of the above and taking into account the available records, I am of the
opinion that the Noticee had failed to abide by the directives issued in SEBI
Circular No. CIR/OIAE/2/2011 dated June 03, 2011, Circular No.
CIR/OIAE/1/2012 dated August 13, 2012, Circular No. CIR/OIAE/1/2013 dated
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April 17, 2013, Public Notice and Communiqu / Letters dated January 11,
2013 & February 15, 2013 the of SEBI, and thereby failed to comply with the
section 15 A (a) and 15 C of the SEBI Act.
14. For determining the quantum of penalty under Section 15 A (a) and Section 15
C of the SEBI Act, the factors stipulated in section 15 J of the SEBI Act, have
been taken into consideration which are reproduced as under.
15J - Factors to be taken into account by the adjudicating officer
While adjudging 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.
15. Submission of Company that it was not in operation for last 6-7 years, the fact
that only single complaint was pending and steps were taken by the Company
during the instant proceeding to resolve the investor grievance, are mitigating
factors whilst imposing the monetary penalty.
Order:

16. In view of the above, after considering all the facts and circumstances of the
case and exercising the powers conferred upon me under Section 15 I of the
SEBI Act and Rule 5 of the Adjudication Rules, I hereby impose a penalty of `
1,00,000/- (Rupees One Lakh only) under the provisions of Section 15 A (a) of
the SEBI Act and ` 50,000/- (Rupees Fifty Thousand only) under the provisions
of Section 15C of the SEBI Act, on the Noticee, thereby resulting into
consolidated penalty of ` 1,50,000/- (Rupees One Lakh Fifty Thousand only). I
am of the view that the said penalty would commensurate with the aforesaid
failure committed by the Noticee (Dighe Electronics Ltd.).
17. The Noticee shall pay the said amount of penalty by way of Demand Draft in
favour of SEBI- Penalties Remittable to Government of India, payable at
Mumbai, within 45 days of receipt of this order. The Demand Draft shall be
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forwarded to the Chief General Manager (OIAE), Securities and Exchange
Board of India, SEBI Bhavan, Plot No.C4-A,G Block, Bandra Kurla Complex,
Bandra (East), Mumbai 400 051.
18. Copy of this order is being sent to the Noticee (Dighe Electronics Ltd.) and also
to the Securities and Exchange Board of India, in terms of Rule 6 of the
Adjudication Rules.

Date: September 22, 2014 D. RAVI KUMAR
Place: Mumbai CHIEF GENERAL MANAGER &
ADJUDICATING OFFICER
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