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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA


ADJUDICATION ORDER NO. JJ/AM/AO93/2015

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:
Praneel Corporate Services Limited
(Now merged into Trident Limited)
In the Matter of: Praneel Corporate Services Limited
_________________________________________________________________________________________
BACKGROUND
1. Securities and Exchange Board of India (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 (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 (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

Adjudication Order in respect of Praneel Corporate Services Limited (Now merged into Trident Limited)
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the details for authentication to SEBI, in the format annexed to the


said Circular. However, it was observed that Praneel Corporate
Services Limited (Now merged into Trident Limited) (Noticee) did
not submit the details to SEBI which were required to be furnished in
terms of the said Circular.
2. In order to further remind about the compliance with the
requirements as laid down in the SEBI Circular dated June 03, 2011,
two letters were sent on November 21, 2011 and November 24, 2011
and subsequently letter dated January 18, 2012 was also sent to
Praneel

Corporate

Services

Limited

informing

about

the

commencement of processing of investor complaints in a centralized


web based complaints redress system SCORES in terms of the
Circular and advising the Noticee to send the information (i.e. details
for authentication) as required in the Circular.
3. 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 investor complaint was pending against
Praneel Corporate Services Limited as on August 27, 2012. However, it
was alleged that the Noticee failed to redress pending investor
grievances and also failed to obtain SCORES authentication in spite of
being called upon by SEBI to do so thereby violating the provisions of
Section 15C of the SEBI Act, 1992.
4. Shri Praveen Trivedi was appointed as the Adjudicating Officer to
inquire and adjudge under Section 15C of the SEBI Act, 1992, the
Adjudication Order in respect of Praneel Corporate Services Limited (Now merged into Trident Limited)
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alleged violations committed by the Noticee. Pursuant to the transfer


of Shri Praveen Trivedi, the undersigned was appointed as
Adjudicating Officer vide Order dated December 18, 2013.

SHOW CAUSE NOTICE, HEARING & REPLY


5. Show Cause Notice (SCN) in terms of the provisions of Rule 4(1) of
SEBI (Procedure for Holding Inquiry and Imposing Penalties by
Adjudicating Officer) Rules, 1995 (Adjudication Rules) was issued to
the Noticee on September 23, 2013, calling upon the Noticee to show
cause why an inquiry should not be held against it under Rule 4(3) of
the Adjudication Rules read with Section 15I of the SEBI Act, 1992 for
the alleged violations.
6. The aforesaid SCN was duly delivered to the Noticee through the
Department of Post. Vide letter dated October 11, 2013 the Noticee
inter alia made the following submissions:
o In this regard, we humbly submit that the name of Company has
been changed from Praneel Corporate Services Limited to Trident
Infotech Limited vide fresh Certificate of Incorporation issued by
Registrar of Companies dated August 16, 2010.
o Further Trident Infotech Limited has been amalgamated into
Trident Limited wef April 1, 2011 pursuant to the sanction of
Scheme of Arrangement for Amalgamation vide order dated
September 29, 2011 of the Honble High Court for the states of
Punjab & Haryana at Chandigarh.
o Accordingly, Praneel Corporate Services Limited / Trident Infotech
Limited ceased to be in existence and hence is not required to obtain
SCORES authentication. The Transferee Company i.e. Trident
Limited has already obtained SCORES authentication vide SEBI
email dated December 26, 2011.

7. Subsequent to the appointment of the undersigned, vide Notice dated


February 09, 2015 the Noticee was given an opportunity of personal
Adjudication Order in respect of Praneel Corporate Services Limited (Now merged into Trident Limited)
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hearing on March 03, 2015. On the scheduled date of personal hearing,


Mr. Sunil Shah, appeared as Authorised Representative (AR) and
made the following submissions:
We would like to submit that name of Praneel Corporate Services Ltd. was
changed to Trident Infotech Ltd. on 16.08.2010 and subsequently trident
Infotech Ltd. got merged into trident Ltd. w.e.f 01.01.2011. We are making
submissions vide letter dated 24.02.2015. We also would request you to
take into account our submissions made vide letter dated 11.10.2013. We
also state that neither Praneel Corporate Services Ltd. nor Trident Infotech
Ltd. has declared any dividend during its existence. Hence, the single
complaint against Praneel Corporate Services Ltd. regarding non receipt of
dividend is without any basis. We have no further submissions to make in
the matter.

ISSUES FOR CONSIDERATION


8. 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
9. On perusal of the material available on record and giving regard to the
facts and circumstances of the case, I record my findings hereunder.
ISSUE 1: Whether the Noticee has failed to resolve investor
grievances?

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10. 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. Subsequently, letters were also
issued to Praneel Corporate Services Limited informing about the
commencement of SCORES and advising to send the details for
authentication as required in the Circular. In this regard, the Noticee
has submitted that the name of Praneel Corporate Services Limited
had changed to Trident Infotech Limited vide fresh Certificate of
Incorporation issued by Registrar of Companies dated August 16,
2010. From the copy of Fresh Certificate of Incorporation Consequent
upon Change of Name issued by the Deputy Registrar of Companies
Punjab, Himachal Pradesh and Chandigarh on August 16, 2010 I note
that the name of Praneel Corporate Services Limited (which was
originally incorporated as Praneel Innovations Limited) was changed
to Trident Infotech Limited and thus it is clear that the change in name
had happened much before SCORES was introduced.
11. From the copy of the decision of the High Court of Punjab and Haryana
dated September 29, 2011 in Company Petition No. 95 of 2011; as
submitted by the Noticee, I note that vide the said decision, the
Scheme of Arrangement for Amalgamation was sanctioned as a result
of which Trident Infotech Limited got amalgamated into Trident
Limited (i.e., the Noticee). Regarding the one complaint pending
against Praneel Corporate Services Limited, I note that as per the SCN,
the nature of complaint is mentioned as Non-receipt of Dividend. In
this regard, the Noticee has submitted that neither Praneel Corporate
Services Ltd. nor Trident Infotech Ltd. has declared any dividend during
Adjudication Order in respect of Praneel Corporate Services Limited (Now merged into Trident Limited)
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its existence. I also note that the said complaint was received by SEBI
in August 2011 and by then the name of Praneel Corporate Services
Limited had already changed to Trident Infotech Limited and within
one month Trident Infotech Limited got amalgamated into Trident
Limited. The Noticee has also submitted that it had taken SCORES
authentication in the name of Trident Limited on December 26, 2011
with user id A00024; which is much before initiation of the present
Adjudication Proceedings.
12. Looking at the entire gamut of evidence produced before me and
taking into account the facts of the case, I am of the opinion that the
allegation of not resolving the investor grievance, 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?
13. 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.
14. 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.

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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?
15. Since, the Noticee is not liable for monetary penalty in the instant
matter, this issue deserves no consideration.
ORDER
16. In view of my findings noted in the preceding paragraphs, I hereby
dispose of the Adjudication Proceedings initiated against the Noticee
vide Show Cause Notice dated September 23, 2013.
17. 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 the Noticee and also to Securities
and Exchange Board of India.

Date: April 28, 2015


Place: Mumbai

Jayanta Jash
Adjudicating Officer

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