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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA


[ADJUDICATION ORDER NO. AO/SM-LS/ERO/11/2016]
_________________________________________________________________________
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 Accurate Investment Co. Ltd.
(PAN: AAECA3505D)
In the matter of Non obtaining of SCORES Authentication
_________________________________________________________________________
FACTS OF THE CASE IN BRIEF
1.

Securities and Exchange Board of India (hereinafter referred to as "SEBI") vide Circulars
No. CIR/OIAE/1/2012 dated August 13, 2012 and CIR/OIAE/1/2013 dated April 17,
2013 (hereinafter referred to as SEBI Circulars) had directed all listed companies to
obtain SEBI Complaints Redressal System (SCORES) authentication within the stipulated
time period as prescribed by SEBI and also redress any pending investor grievances within
the stipulated time period.

2.

It was observed that certain companies including Accurate Investment Co. Ltd.
(hereinafter referred to as the Noticee/the Company) had failed to obtain the SCORES
authentication and therefore, had failed to comply with the aforesaid SEBI Circulars.

3.

Thereafter, a letter dated December 02, 2013, was issued to the aforesaid companies,
including the Noticee, whereby the companies were once again advised to submit the
requisite information regarding SCORES authentication by December 18, 2013.
However, the Noticee failed to submit the requisite information.

APPOINTMENT OF ADJUDICATION OFFICER


4.

Shri S V Krishanmohan was appointed as the Adjudicating Officer vide order dated May
07, 2014, to inquire and adjudge under section 15-I of SEBI Act and rule 3 of SEBI
(Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules,
1995 (hereinafter referred to as Rules) to enquire into and adjudge under section 15HB
of SEBI Act for the alleged violation of SEBI Circulars by the Noticee. Pursuant to the

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transfer of Shri S V Krishanmohan, the undersigned was appointed as Adjudicating


Officer vide Order dated June 22, 2015.
SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING
5.

A Show Cause Notice No. SEBI/ERO/SVK/ADJ/M-532/2015 dated March 06, 2015


(herein after referred to as SCN) was issued to the Noticee under rule 4 of the Rules to
show cause as to why an inquiry be not held against them in terms of rule 4 of the Rules
read with section 15-I of SEBI Act and penalty be not imposed under Section 15HB of
SEBI Act for the violations alleged to have been committed by the Noticee. The Noticee
submitted a reply to the SCN vide its letter received on March 20, 2015, wherein interalia
it has made the following submissions:a. The Noticee was not aware of the SEBI circulars as mentioned in the SCN.
b. The Noticee has not received SEBI letter dated December 02, 2013. However, on
receipt of the SCN it has initiated action to obtain SCORES authentication.

6.

Thereafter, the Noticee was granted an opportunity of personal hearing on November 30,
2015 wherein Mr. Anis Ahmed, Director of the Noticee appeared before me and reiterated
the submissions made earlier.
CONSIDERATION OF ISSUES AND FINDINGS

7.

I have examined the SCN, the reply and the submissions of the Noticee, and other
information and documents available on record. The issues that arise for consideration in
the present case are :
a) Whether the Noticee by failing to obtain SCORES authentication has failed to comply
with SEBI Circular No. CIR/OIAE/1/2012 dated August 13, 2012 and
CIR/OIAE/1/2013 dated April 17, 2013?
b) Does the violation, if any, on the part of the Noticee attract monetary penalty under
Section 15 HB of the SEBI Act?
c) 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?

8.

The Noticee was required to comply with the SEBI Circulars within the stipulated time
period as prescribed by SEBI. Since the Noticee did not comply with the SEBI Circulars,
vide letter dated December 02, 2013 the Noticee was advised to obtain SCORES
authentication by December 18, 2013. From the records before me I note that the said
letter dated December 02, 2013 has been duly received and acknowledged by the Noticee,
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hence the argument of the Noticee that the said letter was not received cannot be
accepted.
9.

The Noticees argument that it was not aware of the SEBI circulars does not hold any
merit as "Ignorantiajuris non excusat", or "ignorance of the law excuses no one" is a well-established
legal maxim. In this regard it is pertinent to note that the Honble Supreme Court in the
matter of Board Of Directors, H.P.T.C.& Anr vs K.C. Rahi vide its order dated February 20,
2008 has held that:In the instant case we have been taken through various documents and also from
representation dated 19.10.1993 filed by the respondent himself it would clearly show
that he knew that a departmental enquiry was initiated against him yet he chose not to
participate in the enquiry proceedings at his own risk. In such event plea of principle of
natural justice is deemed to have been waived and he is estopped from raising the question
of non-compliance of principle of natural justice. In the representation submitted by him
on 19.10.1993 the subject itself reads "DEPARTMENTAL ENQUIRES". It is

stated at the Bar that the respondent is a law graduate, therefore, he


cannot take a plea of ignorance of law. Ignorance of law is of no
excuse much less by a person who is a law graduate himself. For the
reasons aforesaid, the High Court fell in error in re-appreciating the facts recorded by the
Tribunal. The order of the High Court is accordingly set aside. This appeal is allowed.
(Emphasis supplied)
10.

On verification from the concerned department I note that the Noticee has obtained
SCORES authentication as on March 20, 2015. Failure to comply with the directions of
SEBI contained in the SEBI circulars and thereafter the directions contained in the letter
dated December 2, 2013 amounts to repeated violation of the directions given by SEBI.

11.

In view of the foregoing, the alleged violation of the provisions of the aforesaid SEBI
Circular by the Noticee as alleged in the SCN stands established which in turn attracts
imposition of penalty.

12.

In this regard, it is pertinent to note that the Honble Securities Appellate Tribunal in the
matter of Port Shipping Company Ltd. Vs. Securities and Exchange Board of India has
held that :-

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Under Section 15HB, penalty imposable for non compliance of SEBI direction is not less
than one lakh rupees but may extend to one crore rupees. In the present case, after considering
all mitigating factors the adjudicating officer of SEBI has imposed penalty of Rs. 1,50,000/as against penalty of Rs. 1 crore imposable under Section 15HB of SEBI Act which cannot
be said to be excessive or unreasonable. Argument of the appellant that there was no operating
income, no permanent employee, no pending investor grievance, no prejudice caused to any
investor and that the shares of the appellant company were not traded for more than six years,
cannot be a ground to disobey the directions given by SEBI. Obligation to obtain SCORES
authentication was not dependent on there being operating income or pending investor
grievance or trading of shares on the stock exchanges. Admittedly, the appellant company
continues to be a listed company and, therefore, it was obligatory on part of appellant company
to obtain SCORES authentication within the time stipulated by SEBI. However, the
appellant has consistently failed and neglected to comply with the directions of SEBI and it
is only when SEBI initiated penalty proceedings, the appellant chose to comply with the
directions of SEBI. Therefore, in the facts of the present case appellant deserved higher
penalty. However, after taking all the factors set out by the appellant as mitigating factors,
the adjudicating officer of SEBI has imposed nominal penalty of Rs. 1,50,000/- as against
the imposable penalty of Rs. 1 crore. In such a case, it cannot be said that the penalty
imposed is excessive or unreasonable
13.

In view of the aforementioned violation, the Noticee is liable for monetary penalty under
Section 15HB of SEBI Act which reads as follows:
15HB.Penalty for contravention where no separate penalty has been provided.Whoever fails to comply with any provision of this Act, the rules or the regulations made or directions
issued by the Board thereunder for which no separate penalty has been provided, shall be liable to a penalty
which may extend to one crore rupees.

14.

While determining the quantum of penalty under Section 15 HB of SEBI Act it is


important to consider the factors stipulated in Section 15J of SEBI Act which reads 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;
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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.

With regard to the above factors to be considered while determining the quantum of
penalty, it is noted that the disproportionate gain or unfair advantage made by the Noticee
or loss caused to the investors as a result of the failure on the part of the Noticee to obtain
SCORES authentication are not available on record. Further, it may also be added that it
is difficult to quantify the unfair advantage made by the Noticee or the loss caused to the
investors in a default of this nature.

16.

However, lack of due diligence demonstrated by the Noticee is a risk to the securities
market and thus loss to the investors to that extent that the Noticee has still not obtained
authentication even after three years of issuance of the SEBI Circulars. Failure of the
Noticee to obtain SCORES authentication has deprived the investors of an avenue,
through which they can seek redressal of their grievance, if any, against the Noticee.

ORDER
17.

After taking into consideration all the facts and circumstances of the case, I impose a
penalty of ` 1,50,000/- (Rupees One lakh and Fifty Thousand only) under Section 15 HB
of the SEBI Act against the Noticee which will be commensurate with the violations
committed by it.

18.

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 said demand draft should be forwarded to the Regional
Director, SEBI Eastern Regional Office, 16, Camac Street, 3rd. Floor, Unit 301, Kolkata
700017.

19.

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

Date: January 15, 2016


Place: Kolkata

S MADHUSUDHANAN
ADJUDICATING OFFICER

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