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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA


ADJUDICATION ORDER NO. VKV/DL/AO-56/2016
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:
M/s Moonbeam Industries Ltd (Formerly known as MBI Intercorp Ltd)
(PAN-AAACK0860D)
3/14A 1st Floor Vijay Nagar,
Double Storey, Delhi- 110009
In the matter of Non-redressal of investor grievance(s)
BACKGROUND
1.

Securities and Exchange Board of India (hereinafter referred to as "SEBI") came out
with a Circular dated June 03, 2011 dealing with the processing of investor complaints
against listed companies through SEBI Complaints Redress System (hereinafter
referred to as "SCORES"). In terms of said Circular, all listed companies were inter alia
required to view the complaints pending against them, redress them and submit Action
Taken Reports (hereinafter referred to as "ATRs") electronically in SCORES. As the
SCORES is online electronic system, therefore, for the purposes of accessing the
complaints of the investors against them, as uploaded in the SCORES, listed companies
were required to login to SCORES system electronically through a company specific
user id and password, to be provided by SEBI. For the purpose of generating said user
id and password, listed companies which were yet to obtain SCORES user id and
password, were required to submit the details for authentication to SEBI, in the format
annexed to the said Circular. However, it was observed that M/s Krisons Electronic
Systems Ltd (hereinafter referred to as "Noticee/the Company") did not submit the
details to SEBI which were required to be furnished in terms of the said Circular.

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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2.

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
one (01) investor complaint was pending against the Noticee as on July 20, 2012.

3.

It was alleged that by not submitting the details for authentication as required by the
Circular Noticee did not obtain the user id and password which was essential for
accessing the complaints pertaining to it, as uploaded on the SCORES for redressing the
investors grievances and subsequent redressal thereof, within specified time. Thus, it
was alleged that Noticee had failed to redress the investor grievances which renders
the Noticee liable for imposition of penalty under Section 15C of the Securities and
Exchange Board of India Act, 1992 (hereinafter referred to as 'SEBI Act').
APPOINTMENT OF ADJUDICATING OFFICER

4.

Shri Ram Mohan Rao was appointed as the Adjudicating Officer vide order dated August
22, 2012 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 Adjudication Rules) to inquire and adjudge under Section 15C of the
SEBI Act, 1992, the alleged violations committed by the Noticee. Subsequent to the
transfer of Shri Ram Mohan Rao, the undersigned was appointed as Adjudicating Officer
vide order dated June 25, 2013.
SHOW CAUSE NOTICE, REPLY AND HEARING

5.

A Show Cause Notice (herein after referred to as SCN) was issued to the Noticee in
terms of the provisions of Rule 4(1) of SEBI (Procedure for Holding Inquiry and
Imposing Penalties by Adjudicating Officer) Rules, 1995 to show cause as to why an

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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inquiry be not held against it in terms of rule 4 of the Rules read with section 15I of
SEBI Act, 1992 and penalty be not imposed under section 15C of SEBI Act, 1992 for the
violations alleged to have been committed by the Noticee.
6.

find

from

the

records

that

the

aforesaid

SCN

bearing

No.

SEBI-

NRO/AO/VKV/DL/243/2016 dated February 02, 2016 was sent at the address "3/14A
1st Floor Vijay Nagar, Double Storey, Delhi- 110009. The said SCN was duly served
through the Department of Post.
7.

Vide letter dated February 15, 2016 the Noticee had submitted its reply in the matter,
which inter alia stated as under:

"....... With reference to your notice dated 02/02/2016 received on 05/02/2016


regarding complaint filed by Mr. Kapil Kaul regarding non transfer of Shares
(Registration No. SEBIE/DH15/0000649/1), we would like to inform that the said
shares were transferred on 10/10/2015 and dispatched to him by registered post on
14/10/2015 by our RTA i.e. M/s Beetal Financial Computer Services Pvt Ltd, a copy of
same is enclosed herewith marked as Annexure-1.
As soon as we got the complaint filed we started the process of resolving the same but
due to some technical error our SCORES ID (online portal) wasnt updated. Regarding
Non transfer of Shares we would like to submit that initially the share transfer request
was sent to wrong address of the company. Instead of sending the transfer to our RTA,
the shareholder sends to our old registered office address. We would like to intimate you
that the registered office of our company was shifted w.e.f. 23/08/2012 toC-49, Bali
Nagar, Delhi-110015. In this regard, a copy of form filed with ROC is attached herewith
and marked as Annexure-2.
As a result and without any fault of ours, the transfer request was misplaced and was
not received by us in time. When we received the request, without any delay the same
was forwarded to our R.T.A. i.e. Beetal Financial & Computer Services Pvt Ltd for
processing of the same.
While processing the transfer request our RTA found few discrepancies in Transfer Deed
due to which the said transfer was rejected. The details were already communicated to
you by our RTA vide their letter dated 08/07/2015, a copy of same is enclosed herewith
for your ready reference and marked as Annexure-3
The above was also intimated to the Complainant vide our letter dated 25/08/2015
(marked as Annexure 4) and suggested to send fresh and rectified share transfer request

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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8.

and was duly uploaded on our SCORES ID. When no reply was received from the
Complainant and as per instructions of SEBI we sent a reminder to the complainant vide
our letter dated 21/09/2015 (marked as Annexure 5). This was duly uploaded as ATR
in our SCORES ID.
As per our RTAs record the share certificate no 20000 were received for transfer on
01/10/2015 and were transferred on 10/10/2015 in favor of the Complainant (Folio
no. 5314) and sent to the complainant vide their letter dated 14/10/2015 (marked as
Annexure 6) and same was duly uploaded on our SCORES ID and the case was disposed
off on 29/10/2015 by OIAE-NRO-DO.
Further we would also like to submit that our company had only 1 (one) compliant
against us, which was not redress within prescribed time. We would also like to
emphasize on the fact that the delay was due to technical error and we doesnt had any
malafide intention to delay the transfer process or redressal of complaint. Also our
company always gives preference to its Investor and redresses their complaints (if any)
at priority basis. We sincerely apologize for the same and assure your good office
regarding non-repentance of the same.
On the basis of above we humbly request you that not to initiate any inquiry against the
company in terms of Rule 4 of the SEBI (Procedure for holding inquiry and imposing
penalties by Adjudicating Officer) Rules, 1995 and not to impose any penalty on us under
section 15C of the SEBI Act
In the interest of natural justice and in order to conduct an inquiry in terms of rule 4(3)
of the Adjudication Rules, the undersigned issued a notice of hearing vide hearing
notice no. SEBI-NRO/OW/AO/VKV/DL/HN/303/201 dated February 15, 2016 to the
Noticee. A copy of the aforesaid SCN along with its annexures was also enclosed along
with the hearing notice to attend the hearing in the matter on July 24, 2016 at SEBI
Northern Regional Office, New Delhi. The hearing notice was duly served through
Department of post.

PERSONAL HEARING
9.

On the scheduled date of personal hearing, Mr. R.S Bhatia, Company Secretary appeared
as Authorised Representative (AR). During the hearing, the AR made the following
submissions, which inter alia, stated as under:

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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The AR reiterated the submissions made vide letter dated February 15, 2016

10. Further, vide letter dated February 26, 2016 the Noticee had submitted its reply in the
matter, which inter alia stated as under:

The Complaint was received by SEBI on 16/10/2012, no action could have been
taken for redressal of the same as No SCORES Login ID was created at that time.
Further when the ID was created and Clarification was sought from the Subordinate
Organization on 05/06/2013, the company filed the respective action taken report for
the same on 26/07/2013 notifying the complainant that no dividend was declared by
the company and accordingly the case was disposed off on 29/07/2013.

Further we would also like to submit that our company was unable to redress the
complaint within prescribed time as initially no scores id was created. When the id
was created the complaint was redressed within the prescribed time. We would also
like to emphasize on the fact that the delay was due to technical error and we had no
malafide intention in delaying the redressal of complaint. Also our company always
gives preference to its Investor and redresses their complaints (if any) at priority basis.
We sincerely apologize for the same and assure your good office regarding nonrepentance of the same.

ISSUES FOR CONSIDERATION


11.

After perusal of the material available on record, I have the following issues for
consideration, viz.,
a) Whether the Noticee has failed to resolve investor grievances?
b) Whether the Noticee is liable for monetary penalty under Section 15C of the
SEBI Act, 1992?
c) What quantum of monetary penalty should be imposed on the Noticee taking
into consideration the factors mentioned in Section 15J of the SEBI Act, 1992?
FINDINGS

12.

On perusal of the material available on record and giving regard to the facts and
circumstances of the case, I record my findings hereunder.

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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ISSUE 1: Whether the Noticee has failed to resolve investor grievances?


13.

As already observed, SEBI introduced an online electronic system for resolution of


investor grievances, i.e., SCORES in 2011. For the purposes of accessing the complaints
of the investors against them, as uploaded in the SCORES, listed companies were
required to login to SCORES system electronically through a company specific user id
and password, to be provided by SEBI. In this regard, from the submissions of the
Noticee I note that it had provided details for authentication for SCORES user id &
password on 23.02.2016. Regarding one (01) pending investor complaint(s) relating
to non-receipt of dividend as mentioned in the SCN, the Noticee through its
submissions contended that it had never declared dividend and on the basis of the
same it had duly resolved the pending grievance on SCORES. Subsequently, SEBI has
also confirmed (screenshot of SCORES is present on record) that the Noticee had
obtained SCORES authentication and had resolved the pending investor grievance (as
mentioned in the SCN).

14.

Since, the Noticee had obtained SCORES authentication and had taken necessary steps
of resolving the pending investor grievance(s); I hold that the allegation of not
resolving investor grievances, as alleged in the SCN, does not stand established.
ISSUE 2: Whether the Noticee is liable for monetary penalty under Section 15C
of the SEBI Act, 1992?

15.

The provisions of Section 15C of the SEBI Act, 1992, read as under:
15C Penalty for failure to redress investors' grievances: 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.

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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16.

Since the allegation against the Noticee of not resolving the investor grievance pending
against it has not been established; therefore, the Noticee is not liable for monetary
penalty under Section 15C of the SEBI Act, 1992.
ISSUE 3: What quantum of monetary penalty should be imposed on the Noticee
taking into consideration the factors mentioned in Section 15J of the SEBI Act,
1992?

17.

Since, the Noticee is not liable for monetary penalty in the instant matter, this issue
deserves no consideration.

18.

In view of my findings noted in the preceding paragraphs, I hereby dispose of the


Adjudication Proceedings initiated against M/s Moonbeam Industries Ltd (Formerly
known as MBI Intercorp Ltd) vide Show Cause Notice dated February 02, 2016.

19.

In terms of the provisions of Rule 6 of the SEBI (Procedure for Holding Inquiry and
Imposing Penalties by Adjudicating Officer) Rules 1995, copies of this order are being
sent to M/s Moonbeam Industries Ltd (Formerly known as MBI Intercorp Ltd) and also
to Securities and Exchange Board of India.

Date: February 29, 2016

Vijayant Kumar Verma

Place: New Delhi

Adjudicating Officer

Adjudication order in respect of M/s Moonbeam Industries Ltd (Formerly known as


MBI Intercorp Ltd)
February 29, 2016
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