Order in The Matter of Vanishing Companies

WTM/RKA/CFD/151 /2016
BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

ORDER
UNDER SECTIONS 11 AND 11 B OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA ACT, 1992
IN THE MATTER OF VANISHING COMPANIES
1.
A Co-ordination and Monitoring Committee (hereinafter referred to as CMC) was setup

jointly by the Department of Company Affairs (hereinafter referred to as 'DCA') and
Securities and Exchange Board of India (hereinafter referred to as 'SEBI') in 1999 in respect
of listed companies which were not traceable. These untraceable companies are identified as
vanishing companies. Seven Task Forces for each region were set up consisting of officials of
the DCA, SEBI and the concerned stock exchange to assist the CMC in identifying vanishing
companies in the region and recommending suitable action to be taken by the DCA and SEBI
against such companies.
2.
The criteria for identifying vanishing companies has been laid down by CMC as under:
(a). company failed to file statutory returns with the Registrar of Companies (RoC) for 2
years;
(b). company failed to file returns with stock exchange for 2 years, provided it remains a
listed company;
(c). company not traceable at its registered office location; and
(d). none of the directors of the company are traceable.
3.
It was observed that certain companies and their promoters/directors were falling within the
criteria laid down by CMC. Accordingly, SEBI issued show cause notices (hereinafter
referred to as 'the SCNs') under section 11B of the SEBI Act and section 12A of the
Securities Contracts Regulations Act, 1956 (hereinafter referred to as 'SCRA'), to such 15
companies and their 80 promoters/directors (hereinafter the companies and their
promoters/directors collectively referred to as 'the noticees' or individually by their
respective names). The details of such companies, their promoters/directors and the SCNs
issued to them are given in the following Table:Table-1- List of Companies and their Promoters/Directors to whom show cause
notices were issued
Sl. No.
Name of the Name of Company and its

Promoters/Directors
I.
Marine Cargo Company Limited
Order in the matter of Vanishing Companies
Date of SCN
07-Jan-14
Page 1 of 20
1.
2.
3.
4.
5.
6.
Mr. Pramod Purohit

Ms. Kapilaben M. Patel
Mr. C.R. Patel
Mr. Shailesh Shah
Mr. Prakash Chandra P. Agarwal
Mr. Kanilal N. Patel
7.
8.
9.
10.
Genuine Commodities Development Company

Limited
Mr. Manoharsinh Waghela
Mr. Hemant Bhati
Ms. Kusum Waghela
Mr. Rajkumar Bafna
11.
12.
13.
14.
15.
South Asian Mushrooms Limited

Mr. Rajendra Kumar Shrivastava
Mr. Narendra Kumar Shrivastava
Mr. Vipul M. Asher
Mr. Vinod Tandon
Mr. Surendra Malhotra
07-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
16.
17.
18.
19.
20.
Ambuja Zinc Limited

Mr. Durga Prasad Gupta
Mr. Gopi Krishna Gupta
Mr. Madan Mohan Choudhary
Mr. Shyam Sundar Gupta
Mr. Krishna Vadan R. Desai
07-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
21.
22.
Sparkle Foods Limited

Mr. Bhavesh Javeri
Mr. Nanalal Javeri
07-Jan-14
23-Jan-14
23-Jan-14
23.
24.
25.
26.
Pashupati Cables Limited

Mr. Vinay Kumar Singal
Mr. K. C. Gupta
Mr. Sushil Kumar Aggarwal
Mr. Vijay Jain
II.
III.
IV.
V.
VI.
VII.
27.
28.
29.
Hitesh Textile Mills Limited

Mr. Hitesh Raval
Mr. Satish Singhal
Mr. Prithi H. Rawal
VIII.
30.
31.
32.
Asian Vegpro Industries Limited

Mr. Shiv Ratan Agrawal
Mr. Shyam Sunder Agrawal
Mr. Subhash Rameshchandra Mittal
18-Feb-14
18-Feb-14
18-Feb-14
18-Feb-14
18-Feb-14
18-Feb-14
07-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
07-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
21-May-14
07-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
26-May-14
1-Apr-14
1-Apr-14
1-Apr-14
Page 2 of 20
33.
Mr. Rajendra Janardan Agrawal
34.
35.
36.
Hi-Tech Drugs Limited

Mr. Daluram Agrawal
Mr. Rajeev Kumar Jain
Mr. Sanjeev Kumar Jain
37.
38.
39.
40.
41.
42.
43.
44.
Manav Pharma Limited

Mr. Ramesh Banatwala
Mr. S. C. Bafna
Mr. Sarvesh Bansal
Mr. Shashikant Tulsiyan
Mr. Anil K. Thanavala
Mr. Pramod K Goel
Mr. Bimlesh Bansal
Mr. Ishwar N. Phadnis
11-Mar-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
45.
46.
47.
Realtime Finlease Limited

Mr. Dhanpatraj Phoolchand Mehta
Mr. Dilipkumar Phoolchand Mehta
Mr. Kushal Phoolchand Mehta
11-Mar-14
23-Apr-14
23-Apr-14
23-Apr-14
XII.
48.
49.
50.
51.
52.
53.
54.
55.
Rusoday & Company Limited

Mr. V. N. Nadkarni
Mr. Kamalsingh Borar
Mr. Vijay Borar
Mr. Motimal Mahamwal
Mr. Pradeep Malu
Mr. Ramesh Jain
Mr. Vinod Vaid
Mr. B. D. Jain
11-Mar-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
XIII.
56.
57.
58.
59.
60.
61.
62.
63.
Sequelsoft India Limited

Mr. Rambabu Kattamaneni
Mr. B. Madhuri
Mr. Kodali Madhubabu
Mr. K. Murali Kishore Katamanenimadhavi
Mr. P.C. Venkataraana
Mr. Sri Rama Chandra Murthy
Mr. Muniswamy Venkata Varada
Mr. Samir Subhash Koppikor
11-Mar-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
XIV.
64.
65.
66.
Shree Yaax Pharma and Cosmetics Limited

Dr. Yogesh S. Dave
Dr. Jitendra Rajgor
Dr. Parul Dave
11-Mar-14
23-Apr-14
23-Apr-14
23-Apr-14
IX.
X.
XI.
1-Apr-14
11-Mar-14
1-Apr-14
1-Apr-14
1-Apr-14
Page 3 of 20
67.
68.
69.
70.
71.
72.
73.
XV.
74.
75.
76.
77.
78.
79.
4.
Maneklal Velsibhai Thakkar

Dr. Anant C Patel
Dr. Arvind K Patel
Mr. Dipak S. Talati
Mr. Kantibhai M. Patel
Mr. Prakash J. Patel
Mr. Vijay S. Talati
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
23-Apr-14
Sterling Kalks and Bricks Limited

Mr. P. S. Santhanakrishnan
Mr. Avtar Singh Narang
Mr. Paramjeet Singh Saluja
Mr. Vijay Kumar Verma
Mr. Sachidand Chitale
Mr. Ramnik Singh Saluja
07-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
23-Jan-14
SCNs addressed to 13 such companies and 62 promoters/directors were returned

undelivered or status of delivery could not be ascertained. Accordingly, a public notice was
issued on November 14, 2014 in one English newspaper having nationwide circulation and
two vernacular newspapers having circulation at the last known addresses of the registered
offices of such companies, giving them another opportunity to submit their reply to the
SCNs. Pursuant to the publication certain companies and promoters/directors as given in
the following Tables submitted their replies to the respective SCNs:Table 2- Companies which submitted reply
Sl .No.
Name of Company
1
2

3
4

Table 3- Promoters/Directors who submitted reply
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
Name of Director
Mr. Rajkumar Bafna
Mr. Subhash Rameshchandra Mittal
Mr. Rajendra Agarwal
Mr. Shyam Sunder Agarwal
Mr. Shiv Ratan Agarwal
Mr. Dhanpatraj Phoolchand Mehta
Mr. Ramesh Jain
Company
Genuine Commodities
Development Corporation Limited

Page 4 of 20
12
13
14
15
16
17
18
19
20
21
22
23
24
5.
Mr. Kamal Singh Borar

Mr. Vijay Borar
Mr. V. N. Nadkarni (since deceased)
Mr. Pradeep Malu
Mr. Vindo Baid
Mr. B. D Jain
Mr. Sachidanad Chitale
Sterling Kalks and Bricks Ltd.
As requested, Asian Vegpro Industries Limited and its aforesaid 4 promoters/directors, Mr.
Rajkumar Bafna, promoter/director of Genuine Commodities Development Corporation
Limited and Mr. Surendra Malhotra, promoter/director of South Asian Mushrooms Limited
were granted an opportunity of personal hearing on December 04, 2014 when they made
oral submissions on the line of their reply and also filed written submissions in the matter.
Replies and submissions of the aforesaid noticees are as under:I.
Asian Vegpro Industries Limited and its 4 promoters/directors have inter alia submitted
that:
(a) The company and its promoters/directors denied that the company has failed to file
its returns to Registrar of Companies (RoC) for a consecutive period of two years.
(b) It has been filing returns viz. Annual Returns along with e-form 20B and Balance
Sheet and Profit and Loss Account along with e-form 23AC and e-form 23ACA for
all financial years 2011, 2012 and 2013 with RoC, Kolkata. The company enclosed a
sheet from the RoC website wherein the status of the company has been shown as
"Active".
(c) The company maintains its address at the registered address with RoC and stock
exchanges from the date of incorporation. Mr. Shiv Ratan Agarwal,
promoter/director has been attending the office at the registered address on a regular
basis, and denied that none of its directors were untraceable. The latest address proof
of all the promoters/directors of the company has also been submitted.
(d) The company had complied with the reporting requirement of the stock exchanges,
albeit with delay, due to such delay its scrip has been suspended from trading on
stock exchanges. The company is trying its best to get such suspension revoked by
the stock exchanges.
(e) The company has informed that it has complied in filing Clause 35, 41, 47C and 55A
of the listing agreement from the period 2008 to December 2012, and requested not
be treated as a vanishing company and all further actions against its
promoters/directors be dropped.
Page 5 of 20
(f) In support of its submission the company has submitted the following documents:
(i) Copy of Annual Returns along with e-form filed with RoC for the year ended
March 31, 2014.
(ii) Copies of Shareholding pattern as per clause 35 of listing agreement filed with
BSE for quarter ended June 30, 2013 and September 2013 to June 2014.
(iii) Copies of Financial statements as per Clause 41 filed with BSE for the quarters
ended June 30, 2012 to June 30, 2013 and quarters ended September 30, 2013 to
June 30, 2014.
(iv) Copies of certificate from a practicing Company Secretary for clause 47 (c) of
listing agreement for quarter ended June 30, 2012 to September 30, 2014.
(v) Copies of filing made with regard to reconciliation of Share capital audit for the
quarter ended June 30, 2012 to September 30, 2014.
(vi) Acknowledgement copy of the listing fee paid to BSE for the year 2014-15.
II.
Mr. Rajkumar Bafna, director of Genuine Commodities Development Corporation, has

submitted as under:
(a) He was appointed as additional director of Genuine Commodities Development
Corporation on May 18, 1992. However, he never visited the premises of the
company or any of its offices till date and did not participate in any day to day affairs
of the company.
(b) He is the resident of Mumbai whereas the company's office and activities were from
Ahmedabad (Gujarat). He has not attended any board meeting of the company after
his appointment and has not signed any single documents on behalf of the company
which accrues any liability on him any manner whatsoever.
(c) He has submitted following documents in support of his submissions:
(i) a copy of the resignation letter dated January 15, 1996 from the directorship of
the company.
(ii) copy of the letter from the company dated March 5, 1996 accepting and
confirming the resignation of Shri Bafna.
(iii) copies of several letters dated July 28, 2001, August 18, 2001, September 14,
2002, April 8, 2005 and May 26, 2005 informing RoC Ahmedabad about
resignation from the company.
(iv) copy of the letter dated September 23, 2002 from the company to RoC
Ahmedabad intimating about resignation of Mr. Rajkumar Bafna from the
company.
(v) copies of the judgements of the cases where under section 283(1) (g) of
Companies Act 1956, on failure to attend three consecutive board meetings, a
person disqualifies as a director and his office as a director stands vacated.
III.
Mr. Surendra Malhotra, director of South Asian Mushrooms Limited, has inter alia
submitted that:
(a) He joined the company on November 20, 1994 as the director of the company and
Page 6 of 20
resigned from the company on November 12, 1996.

(b) He was a non-executive independent director and had no control on the affairs of
the company.
(c) Due to ease of filing of prospectus, he had executed power of attorney in favour of
Mr. R. K. Shrivastava, Managing Director of the said company to sign the prospectus
on his behalf.
IV.
Realtime Finlease Limited through its promoter/director, Mr. Dhanpatraj Phoolchand

Mehta has made the following submission:
(a) The company has been on the records of RoC since its inception and has been in
active state since then. It has made all the annual fillings with the RoC up to the
Financial Year 2009-10 and is in the process of filing annual accounts for the
financial years 2010-11, 2011-12, 2012-13. The delay in filing of annual accounts has
happened mainly on account of prolonged illness of one of its Directors.
(b) The company had notified RoC regarding the change of registered address with
effect from 18/01/2001 by duly filing Form 18 with the RoC. The address where the
SCN was delivered is the current registered address of the company as recorded with
RoC and Exchange since 2001.
(c) RoC, through designated officer, had conducted an in-person inspection of the
registered office to verify the registered address of the company as appearing in the
records. He had effectively attended to the queries of the officer and had sent a letter
dated April 10, 2014 to the RoC in connection with the pending annual filings.
(d) The directors of the company are traceable and the company is maintaining its
registered office at the address notified with RoC and stock exchange and two of the
three compulsory conditions for a vanishing company have not been satisfied. Hence
the allegations made by SEBI in the SCN are invalid.
V.
Hi-Tech Drugs Limited through its promoters/directors Mr. Rajeev Kumar Jain and Mr.
Sanjeev Kumar Jain have made the following submissions in response to the SCNs:
(a) The company is regularly filing the annual return and balance sheets to the RoC. The
company has submitted copies of SRNS as evidence for filing of the past three years
(2010-11, 2011-12 and 2012-13).
(b) The company is maintaining its registered office at Village Magral, 8th K.M., Mhow
Road, Ratlam (M.P.) 457 001.
(c) All the promoters/directors of the company are available at their residential
addresses and are receiving all the documents and communications.
(d) Some of the assets acquired, after attachment were disposed of by Oriental Bank of
Commerce. Thereafter, the company's share were delisted by the concerned stock
exchanges and the company is an unlisted company.
(e) The promoters/directors are unable to represent their case before SEBI and have
requested SEBI to decide on the matter at its end.
Page 7 of 20
VI.
Pashupati Cables Limited made following submissions:

(a) SEBI vide order dated December 17, 1999 debarred the company from accessing
capital market for 5 years for non-compliance with Listing agreement. However, the
company has not associated itself with any of the capital market activity till date. The
company did not communicate with Stock Exchanges as BSE has already delisted the
company with effect from March 15, 1999. However, the company has filed the
necessary documents with RoC by availing the Company Law Settlement Scheme,
2011 upto Financial Year ending on March 31, 2010 and Ministry of Company
Affairs, Government of India has issued Immunity Certificate to the company
confirming the same. Thereafter, the company is regularly filing Annual returns with
RoC upto latest Financial Year ending on March 31, 2014.
(b) The company has regularly maintained its registered office since the date of
incorporation and the changes in the registered office/Corporate Office has been
notified to the RoC.
(c) The company has filed a letter to BSE dated September 20, 2013 and to RoC dated
December 05, 2011 for removal of the name of the company and its directors from
the list of vanishing companies.
(d) Details of all the present directors are available on the MCA website.
(e) The company has also hosted its website http://www.pashupaticables.com for the
information for investors and public at large.
VII.
Mr. Sushil Kumar Aggarwal, director of Pashupati Cables Limited, has submitted as
under:
(a) He is neither a shareholder nor a director of the company since its incorporation and
has never given consent to act as a director in the company. However, his name is
appearing in the prospectus issued by the company on February 3, 1996 under the
list of directors.
(b) During the period 1985 to 2008, he never visited Mumbai, where the registered office
of the company is located and has never attended any meetings of the board of
directors of the company.
(c) He has never signed any documents like cheque, never bought any share or had
financial dealing and other money related documents of the company.
(d) He had vide letters dated November 2, 2000 and November 18, 2000 addressed to
the RoC, Mumbai and the Investing Officer, R.K. Puram Police Station, New Delhi,
respectively, informed that he has been named as a Director without his knowledge,
information and consent. His signatures on the company's documents are forged and
his name has been misused.
VIII.
Director of Rusoday & Company Limited, Mr. Ramesh Jain, vide letter dated March 5,
2015 submitted reply for himself and on behalf of Mr. Kamal Singh Borar, Mr. Vijay
Borar, Mr. Motimal Mahamwal, Mr. Pradeep Malu, Mr. Vindo Baid and Mr. B. D Jain.
The management of the company was taken over by Mr. S. K. Jain of Kolkata and there
Page 8 of 20
was also change in the registered office address of the company. He submitted that these
directors have resigned from the board of Rusoday & Company Limited around two
decades back, the details of which are as under:
Sl. No.
1
2
3
4
Mr. Kamal Singh Borar

Mr. Vijay Borar
10.12.1990
14.08.1991
15.03.1994
5
6
Mr. Pradeep Malu

Mr. Vindo Baid
01.04.1993
28.07.1995
Mr. B. D. Jain
07.02.1995
(i)
(ii)
(iii)
IX.
Table 4 Promoters/Directors of Rusoday & Company Limited

Promoters/Directors
Date of Resignation
Mr. Ramesh Jain
30.09.1994
He submitted duly acknowledged copies of Form 32 furnished to RoC Mumbai,

in support of the above.
However, for Mr. Vijay Borar, he has referred to the copy of Annual Return as
on September 30, 1991 submitted to RoC as relevant proof for resignation.
Further, Mr. V. N. Nadkarni has passed away few years ago.
The directors of Sterling Kalks and Bricks Ltd., namely, Mr. P. S. Santhanakrishnan, Mr.
Avtar Singh Narang, Mr. Vijay Kumar Verma, Mr. Ramnik Singh Saluja, Mr. Paramjeet
Singh Saluja and Mr. Sachidanad Chitale submitted that they have been exonerated with
respect to the charges in the matter vide an order dated September 9, 2004.
6.
Considering that Registrar of Companies (RoC) are the appropriate authority for
administration of provisions of the Companies Act, 1956 particularly with regard to their
registered office address and other disclosures, reporting, etc., comments of RoCs, Delhi,
Kolkata, Mumbai and Chennai were also sought to ascertain facts available with them. RoC,
Chennai vide letter dated July 1, 2015 informed that none of these companies are registered
with them. Similarly, RoC, Delhi vide letter dated September 17, 2015 informed that the
companies mentioned in the SEBI letter are registered with RoC Maharashtra. Hence, the
matter was referred to RoC Mumbai for appropriate action.
7.
RoC, Kolkata vide letter dated July 12, 2016 informed that only one company, Asian Vegpro
Industries Limited is registered with them. RoC, Kolkata has provided the status of the
company as active and has provided the Annual Return and Financial Statement filing status
till March 31, 2015.
8.
With regard to the following companies, RoC, Mumbai vide letter dated July 2, 2015,
informed as under:
Page 9 of 20
A. Rusoday & Company Limited

(i) A combined representation of promoters/directors of Rusoday & Company Limited,
namely, Mr. Ramesh Jain, Mr. Kamalsingh Borar, Mr. Vijay Borar, Mr. Vinod Vaid, Mr.
B. D. Jain, Mr. Motimal Mahamwal and Mr. Pradeep Malu, stated that these directors
have resigned from the board of the company more than two decades back. The relevant
documents in this regard had been filed with RoC, Mumbai.
(ii) RoC, Mumbai in this regard has submitted that the reply of Mr. Pradeep Malu, Mr.
Vinod Vaid, Mr. B. D. Jain, Mr. Ramesh Jain and Mr. Motilal Mahamwal is not tenable as
the letter of offer was approved by the board of directors and hence liable for penal
action.
(iii) With regard to submissions of Mr. Kamal Singh Borar and Mr. Vijay Borar, RoC
Mumbai has informed that they are not signatories to the letter of offer. Hence, no
action should be taken against them.
(iv) RoC, Mumbai has also confirmed that one of the directors Mr. V. N. Nadkarni was not
the signatory to the letter of offer and, as per the documents submitted by Mr. Ramesh
Jain, he has expired few years ago.
B. Sparkel Foods Limited The promoters/directors of the company Mr. Nan Lal Javeri
and Mr. Bhavesh Javeri have been the signatories to the prospectus. Hence, they are
liable for penal action.
C. Hitesh Textile Mills Limited The promoters/directors Mr. Prithivi H. Raval, Mr.
Hitesh Raval, Mr. Satish Singhal have been the signatories to the prospectus. Hence, they
are liable for penal action.
9.
Further, minutes of Western Regional Task Force on vanishing companies held on July 22, 2016
provides updated status on the aforesaid companies which is as under:
(i) Pashupati Cables Limited The company is traceable and active. It has filed its annual
return and balance sheet till the year ended 2014-15. The registered office of the
company is maintained at the stated address. All the existing directors of the company
have obtained Director Identification Number (DIN). Further, offences committed
under section 68 of the Companies Act, 1956 against Mr. Vijay Singhal has been
compounded by Company Law Board (CLB) (WR), Mumbai on February 19, 2016.
Hence, no action is required under section 128(8) of the Companies Act 2013 and 266G
of the Companies Act, 1956.
(ii) Realtime Finlease Limited The company is traced and active and has filed Annual
Return and Balance Sheet till financial year ended 2012-13. The registered office is
maintained at the address stated and also the existing directors have obtained DIN.
Prosecution under section 162 and 220(3) has been filed for non-filing of AR/BS for the
year 2013-14 and default notice for 2014-15 are issued. Hence, no action is required
Page 10 of 20
under section 128(8) of the Companies Act, 2013 and 266G of the Companies Act, 1956.
10. I have carefully considered the material available on record and the submissions made by the
respective noticees in the matter. To determine, as to whether a company is a vanishing
company or not, it has to be judged on the parameters, as discussed above, that has been laid
down by CMC for identifying vanishing companies.
11. From the material brought on record, it is noted that the following noticees have failed to
submit any reply/submissions to the respective SCNs issued to them despite service of
respective SCNs upon them and sufficient opportunities. I am of the view that these noticees
are deliberately keeping away from these proceedings and are not willing to cooperate.
Further, there is nothing on record to state that these noticees have become compliant. I,
therefore, do not find any reason to deviate from the allegations qua them in the respective
SCNs.
Table 5 Noticee companies which did not reply
Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Name of Company
Genuine Commodities Development Company Limited
Ambuja Zinc Limited
Shree Yaax Pharma and Cosmetics Limited.
Sterling Kalks And Bricks Limited
Table 6 Noticee promoters/directors who did not reply
Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Name of the Promoters/directors

Pramod Purohit
Kapilaben M. Patel
C.R. Patel
Shailesh Shah
Prakash Chandra P Agarwal
Kanilal N. Patel
Manoharsinh Waghela
Hemant Bhati
Kusum Waghela
Rajendra Kumar Shrivastava
Narendra Kumar Shrivastava
Vipul M Asher
Vinod Tandon
Name of the company
Genuine Commodities Development

Company Limited
Page 11 of 20
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
Durga Prasad Gupta

Gopi Krishna Gupta
Madan Mohan Choudhary
Shyam Sundar Gupta
Krishna Vadan R Desai
Bhavesh Javeri
Nanalal Javeri
Hitesh Raval
Satish Singhal
Prithi H. Rawal
Ramesh Banatwala
S. C. Bafna
Sarvesh Bansal
Shashikant Tulsiyan
Anil K. Thanavala
Pramod K Goel
Bimlesh Bansal
Ishwar N. Phadnis
Rambabu Kattamaneni
B. Madhuri
Kodali Madhubabu
K. Murali Kishore
Katamanenimadhavi
P.C. Venkataraana
Sri Rama Chandra Murthy
Muniswamy Venkata Varada
Samir Subhash Koppikor
Dr. Yogesh S Dave
Dr. Jitendra Rajgor
Dr. Parul Dave
Mr. Maneklal Velsibhai Thakkar
Dr. Anant C Patel
Dr. Arvind K Patel
Dipak S Talati
Kantibhai M Patel
Prakash J Patel
Vijay S Talati
Ambuja Zinc Limited

Shree Yaax Pharma and Cosmetics

Limited
12. It has been brought on record that Mr. V. N. Nadkarni, director of Rusoday and Company
Limited, has since passed away. It is noted that the allegation have been levelled against him
as vicarious liability in his fiduciary capacity as a director of Rusoday and Company Limited.
Thus, the proceedings were initiated against the acts of omission and commission of a
person who is no more to face the charges. It is worth mentioning in this regard that in
Girijanandini Vs Bijendra Narain (AIR 1967 SC 2110), the Honble Supreme Court observed
that in case of personal actions, i.e., the actions where the relief sought is personal to the
deceased, the right to sue will not survive to or against the representatives and in such cases
Page 12 of 20
the maxim actio personalis moritur cum persona (personal action dies with the death of the person)
would apply. It is also relevant to refer to the decision of Honble Securities Appellate
Tribunal (SAT) in Chandravadan J. Dalal vs. SEBI (Appeal No. 35/2004 decided on June 15,
2005) wherein it was held as under:
The appeal abates since the appellant during the pendency of the appeal died on 29th November 2004.
The appeal accordingly abates. The penalty imposed on the original appellant being personal in nature
also abates.
13. In view of the foregoing, I am of the view that the proceedings against Mr. V. N. Nadkarni
are liable to be abated without going into the merits of the case qua him and the SCN as
against him is accordingly disposed of.
14. It has also been confirmed that names of Mr. P. S. Santhanakrishnan, Mr. Avtar Singh
Narang, Mr. Vijay Kumar Verma, Mr. Ramnik Singh Saluja, Mr. Paramjeet Singh Saluja and
Mr. Sachidanad Chitale have been removed from the list of directors of Sterling Kalks and
Bricks Ltd. and they have been exonerated vide order dated September 09, 2004. I,
accordingly dispose of the SCNs in respect of them.
15. It is noted from the MCA's website that Asian Vegpro Industries Limited is shown as
Active. Further, the company had made disclosure of standalone Profit and Loss and
Balance Sheet for the period April 01, 2012 to March 31, 2013. BSE vide e-mail dated
September 02, 2014 had informed SEBI regarding the compliance status of key clauses of
listing agreement by the company as under:
Table 7 Last submission details of - Asian Vegpro Industries Limited
Key Clauses
Quarter(Q)/Yearly (y)/Half Yearly(HY)
Annual Report (Clause -31)
Mar-13 (y)
Shareholding Pattern (Clause - 35)
Jun-14 (Q)
Financial Results (Clause 41)
Jun-14(Q)
Certificate under Clause 47C
Mar-13(HY)
Corporate Governance Report (Clause- 49) None of Corporate Governance Report
Submitted
16. Further, BSE vide email dated August 25, 2016 has confirmed that the company has applied
for revocation of suspension.
17. Similarly, with regard to Realtime Finlease Limited it is noted from MCA's website that the
status of the company is mentioned as Active. BSE vide e-mail dated September 02, 2014
had informed SEBI regarding the compliance status of key clauses of the listing agreement
by the company as following:
Table 8 - Last submission details of - Realtime Finlease Limited
Key Clauses
Quarter(Q)/Yearly (y)/Half Yearly(HY)
Annual Report (Clause-31)
Non submission of hard copy and soft
Page 13 of 20
Shareholding Pattern (Clause- 35)

Financial Results (Clause 41)
Certificate under Clause 47C
Corporate Governance Report (Clause- 49)
copy of Annual Report for the year 2010,

2011, 2012 and 2013.
Not submitted
Not submitted
Not submitted
Not submitted
18. Further, BSE vide email dated August 25, 2016 has informed that also confirmed that the
company has applied for revocation of suspension.
19. With regard to Pashupati Cables Limited it is noted that concerned RoC has confirmed that
the company has been traced and is making regular filing with the RoC. BSE vide email
dated August 25, 2016 has confirmed that the company has applied for revocation of
suspension. The company has submitted that all the cases filed by RoC have been withdrawn
by Hon. Metropolitan Magistrate, 18th Court, Girgaon, Mumbai. The case under section 68
of the Companies Act, 1956 against one of the director, Mr. Vinay Singhal has been
compounded by the Member (Judicial), Hon. CLB on February 19, 2016. The compounding
fees has been deposited by the company. Further, the inspection under section 209A of the
Companies Act, 1956 has been carried out on December 10, 2012 by the Dy. Regional
Director. The Office of Regional Director observed certain violations/non-compliance
under the Companies Act, 1956 during the course of inspection. Those violations/noncompliances by the company have been compounded by the Company Law Board on May
16, 2016 and necessary fees have been deposited. No cases are pending on company or any
of the present directors by the RoC. Further, Mr. Sushil Kumar Agrwal had resigned from
the directorship of company on February 8, 1998. Copy of Form 32 has been provided by
him in this regard.
20. In view of the above, I find that Asian Vegpro Industries Limited, Realtime Finlease Limited
and Pashupati Cables Limited do not fall under the aforesaid criteria of vanishing companies. I,
accordingly dispose of the SCNs in respect of these companies and their
promoters/directors without any directions.
21. It is noted that BSE had, after giving opportunity to revoke the suspension of Genuine
Commodities Development Company Limited, South Asian Mushrooms Limited and
Sparkle Foods Limited which were suspended for more than 7 years on account of various
clauses of Listing Agreement, compulsorily delisted these companies with effect from August
17, 2016. In terms of regulation 24 of the SEBI (Delisting of Equity Shares) Regulation,
2009, consequent upon such compulsory delisting these companies, their whole time
directors, promoters and the companies promoted by any of them shall not directly or
indirectly access the securities market or seek listing for any equity shares for a period of 10
years. In view of these facts and circumstances, I am of the view that these companies do not
remain vanishing companies. Apart from this, it has been brought on record that Mr. Rajkumar
Bafna and Mr. Surendra Malhotra who have been charged in the capacity of directors of
Page 14 of 20
Genuine Commodities Development Corporation and South Asian Mushroom Limited,

respectively were not responsible for the defaults of these companies at the relevant time. I,
therefore, dispose of the SCNs qua these companies, namely, Genuine Commodities
Development Company Limited, South Asian Mushrooms Limited and Sparkle Foods
Limited and their promoters/directors without any direction.
22. Hi-Tech Drugs Limited has claimed that it is maintaining its registered office at Village
Magral, 8th K.M., Mhow Road, Ratlam, M. P. 457 001. It is further noted that vide its letter
dated September 11, 2014 Hi-Tech Drugs Limited has submitted copies of receipts
confirming the e-filing of annual return and balance sheets to the RoC for the past three
years (2010-11, 2011-12 and 2012-13). It is also seen from the website of the MCA that HiTech Drugs Limited has filed its balance sheet as on March 31, 2015 with RoC, Gwalior. The
copies of the receipt also contain the aforesaid address of the company. Further, the
company has claimed that its directors are also available at their usual residential addresses
and receiving all the documents and communications. I also note that BSE has informed that
the company is under suspended category and vide Public Notice dated June 23, 2016 BSE
has proposed compulsory delisting of shares of the company alongwith other such
suspended companies. It is, thus, noted that the company has failed to file returns with the
stock exchange. In view of these facts and circumstances, I find that Hi-Tech Drugs Limited
is not falling in the criteria of vanishing company. I, therefore, dispose of the SCNs in respect of
Hi-Tech Drugs Limited and its promoters/directors without any directions.
23. Mr. Kamal Singh Borar and Mr. Vijay Borar, promoters/directors of Rusoday & Company
Limited, have claimed that they had resigned as directors of the company in the year 1990
and 1991, respectively. Further, Mr. Motimal Mahamwal, Mr. Pradeep Malu, Mr. Vindo Baid
and Mr. B. D Jain have also claimed to have resigned as directors of Rusoday & Company
Limited during the year 1993 to 1995. In support of their submission, these
promoters/directors have submitted copies of Form 32 submitted to RoC and acknowledged
by it. Considering the aforesaid facts and circumstances, I do not deem it necessary to issue
any directions to these promoters/directors of Rusoday & Company Limited.
24. In view of the above facts and circumstances, I dispose of the SCNs in respect of the
following noticees without any direction.
S. No
1.
2.
3.
Table 9 - Names of Noticees - Companies

Name of the Company
Address
Genuine
Development
Limited
Commodities
Company
Rakhial, Near Ajit Mills, Ahmedabad 380 023
South
Asian
Mushrooms 44, Zone II, Maharana Pratap Nagar, Bhopal
462017, (M.P)
Limited
517/A Panchratna, 14 M Parmanand Marg,
Opera House, Mumbai - 400004
Page 15 of 20
4.
5.
Asian
Vegpro
Limited
6.
7.
S. No
1.
2.
3.
Industries Todi Chambers, 2, Lal Bazar Street, Room No.

315, Kolkata - 700001

6.
7.
8.
Mr. Hemant Bhati
37/1Jayant Park, Mani Nagar

Ahmedabad, Gujarat
Hotel Neelam, Mount Abu,
Rajasthan
Ms. Kusum Waghela
37/1Jayant Park, Mani Nagar,

Ahmedabad
Mr. Rajkumar Bafna
Block No. 12, 3rd Floor,

Magin Mahal, 82, Veer
Nariman Road, Churchgate,
Mumbai - 400020
Mr. Manoharsinh Waghela
Mr. Rajendra Kumar

Shrivastava
Mr. Narendra Kumar
Shrivastava
Mr. Vipul M. Asher
11.
E-7/746, Arera Colony, Near

Viveh Apartment, Bharat
Nager Road, Bhopal -462016
Mr. Vinod Tandon
RB IV/B/1, New Diesel

Railway Colony, Dhole Patil
Road, Pune-1 -
1-A1, Girdhar Apartments, 28,

Feroze Shah Road, New Delhi
- 110001
Mr. Bhavesh Javeri
9, J. Mehta Road, Mumbai400009, Maharashtra
Mr. Nanalal Javeri
147/3, Mahavir Jain Society,

Mumbai-400022
Mr. Vinay Kumar Singal
C1/UGF, Mianwali Nagar,

Rohtak Road, New Delhi 110087
9.
10.
Village Magral, 8th Km Mhow Road, Ratlam

(M.P) - 457001
25/B, Shantinagar, 98, Napean Sea Road,
Mumbai - 400006
Table 10 - Names of Noticees - Promoters/Directors

Name of the Director
Address
Name of the
Company
4.
5.
27/A, C Wing, Ground Floor, Mhatre Plaza,

Dhanukar Wadi, Kandivili (W) Mumbai
400067
12.
Genuine
Commodities
Development
Company Limited
South Asian
Mushrooms
Limited
Sparkle Foods
Limited
Pashupati Cables
Limited
Page 16 of 20
13.
14.
15.
16.
17.
18.
19.
Mr. K. C. Gupta
802/12. Klard No.6, Main

Market, Mehroli, 110 030 New
Delhi
M-59 Greater Kailash II

Market, New Delhi
138, Urban Estate, Hissar,

Haryana
Todi Chambers, 2, Lal Bazar
Asian Vegpro
Mr. Shiv Ratan Agrawal
Street, Kolkata 700001, West Industries Limited
Mr. Shyam Sunder Agrawal
Bengal
120, Marathon Galaxy,
Mr. Subhash
L.B.S. Marg, Mulund (W),
Rameshchandra Mittal
Mumbai - 400080
Mr. Vijay Jain
Mr. Rajendra Janardan

Agrawal
A-3, Surabhi, Model Town, B.

R. Road, Mulund (West),
Mumbai - 400080
Mr. Daluram Agrawal
181, Lakkad Pitha Road,

Ward-41, Ratlam-455001,
Madhya Pradesh
Maheshwari Complex, Power

House Road, Ratlam
455001 Madhya Pradesh
5, Yamnotri Apartments,
Shastri Nagar, Ratlam,
Madhya Pradesh
Mr. Dhanpatraj
Phoolchand Mehta
25/B, Shanti Nagar, 98,

Napean Sea Road, Mumbai 400006
20.
21.
22.
23.
24.
Mr. Dilipkumar
Phoolchand Mehta
25.
Mr. Kushal Phoolchand

Mehta
26.
Mr. V. N. Nadkarni
27.
Mr. Kamalsingh Borar
28.
Mr. Vijay Borar
Hi-Tech Drugs
Limited
Realtime Finlease
Limited
203, Navpad Apartment, Vhor

Wad, Near Post Office,
Gopipura, Athwa, Surat 395001
12 Jayashree, 75 Abdul Gaffar
Marg, Worli Sea Face, Mumbai
- 400025
Rusoday &
Company Limited
Matru Ashish, B-3 13th Floor,

39 Napean Sea Road, Mumbai
- 400036
902 Cliff Towers,
Lokhandwala Complex,
Page 17 of 20
Andheri (West), Mumbai 400058

29.
30.
31.
Mr. Pradeep Malu

Mr. Ramesh Jain
32.
33.
Mr. Vinod Vaid

Mr. B. D. Jain
34.
12, Sheetal Sadan, 4th Floor,

75, Perin Nariman Street,
Fort, Mumbai-400001,
Maharashtra
2 B Rosely Garden Apts,

Barnasg Road, Kilpank,
Chennai 600010
35.
36.
37.
38.

Mr. Sachidand Chitale
27 Vallabh Nagar Ext., Indore

32 Narayan Baug, Indore
61-62 Chandralok Extn.,

Indore
39.
Sterling Kalks and

Bricks Limited
356 Khatiwala Tank, Indore

61-62 Chandralok Extn,
Indore
25. In view of the failure of the companies and/or promoters/directors other than those
mentioned above to comply with the requirements of listing agreement which is in violation
of provisions of the SCRA and in the absence of any explanations from such
directors/companies to the alleged violations and proposed action, I am constrained to take
a view that the said directors/companies as named in the annexure to this direction have no
explanation to offer in respect of the above said violations of the listing agreement and in
respect of the directions as proposed to be issued against them under section 11B of the
SEBI Act, 1992 as mentioned in the show cause notices and public notice issued to them.
Further, the nonexistence of such companies is a matter of grave concern. These violations
and non-traceability of these companies are detrimental to the interest of investors and to the
integrity of securities market. Besides, they have also eroded the confidence of the investors
and credibility of the capital market, which calls for suitable action. Therefore, it would be
appropriate in the interest of investors and for healthy development of the securities market
that the companies and directors thereof should not be allowed to deal in securities or to
access the capital markets in future.
26. I, therefore, in exercise of the powers conferred upon me under sections 11(1) and 11B read
with section 4(3) of the Securities and Exchange Board of India Act, 1992 hereby direct the
companies and their director as mentioned in the following Tables to disassociate themselves
in every respect from the capital market related activities, not to raise funds from the capital
market, not to deal in securities and not to be or be associated with any of the intermediaries
in the capital market, in whatsoever manner, for a period of five years from the date of this
order:
Page 18 of 20
Table 11 - Names of Noticees - Companies

Name of the Company
Address
S. No.
Marine
Cargo
Company 609, Hari Kurpa Towers, Ellisbridge,
1.
Limited
Ahmedabad - 380007, Gujarat
2.
Ambuja Zinc Limited
Manish Villa, Patliputra Colony, Patna - 800013,
Bihar
26, Rajnikant Mansion, 2nd Floor, 51/55 Old
3.
Hanuman Lane, Mumbai-400002, Maharashtra
1st Floor, Nirman House, Near Sardar
4.
Vallabhbhai Patel Railway Crossing, Usmanpura,
Ahmedabad-380013, Gujarat
405, Embassy Centre, Nariman Point, Mumbai 5.
400021, Maharashtra
Sequel Soft India Limited
86 Commercial Chambers, 6th Floor, Masjid
6.
Bunder Road, Mumbai 400003, Maharashtra
Shree Yaax Pharma & 269/1, NR Parimal Hospital, Motera Road,
7.
Cosmetics Limited
Sabarmati, Ahmedabad-380005, Gujarat
Sterling
Kalks
and
Bricks
205, Chetak Centre, RNT Marg, Indore- 452001,
8.
Limited
Madhya Pradesh
Table 12 - Names of Noticees - Promoters/Directors
S. No.
Name of the Director
Address
1.
2.
3.
4.
5.
6.
7.
Pramod Purohit
Kapilaben M. Patel
C.R. Patel
Shailesh Shah
Prakashchandra P Agarwal
Kanilal N. Patel
Durga Prasad Gupta
609, Hari Kurpa Towers,

Ellisbridge, Ahmedabad 380007, Gujarat
8.
Gopi Krishna Gupta
9.
Madan Mohan Choudhary
10.
Shyam Sundar Gupta
11.
Krishna Vadan R Desai
12.
Prithi H. Raval
13.
Hitesh Raval
14.
Satish Singhal
15.
16.
17.
Ramesh Banatwala
S. C. Bafna
Sarvesh Bansal
188, Patliputra Colony,

Patna
Manish Vila, New
Patliputra Colony, Patna13
B176, Peoples Co-op,
Patna-20
Greater Kailash Part II
New Delhi
Gokul, 8, Shivranjan,
Ahmedabad, Gujarat
8- Kiran Building, 26
Sector - 15A, Noida,
Delhi
117-118 Racecourse,
Baroda 390015
27 Anandvan Society,
Sama, Baroda - 390015
1st Floor, Nirman House,
Near Sardar Vallabhbhai
Patel Railway Crossing,
Name of the
Company
Marine Cargo
Company Limited
Ambuja Zinc Limited
Hitesh Textile Mills

Limited
Page 19 of 20
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
Shashikant Tulsiyan
Anil K. Thanavala
Pramod K Goel
Bimlesh Bansal
Ishwar N. Phadnis
Rambabu Kattamaneni
B. Madhuri
Kodali Madhubabu
K. Murali Kishore
Katamanenimadhavi
P.C. Venkataraana
Sri Rama Chandra Murthy
Muniswamy Venkata
Varada
Samir Subhash Koppikor
Dr. Yogesh S Dave
Dr. Jitendra Rajgor
Dr. Parul Dave
Maneklal Velsibhai Thakkar
Dr. Anant C Patel
Dr. Arvind K Patel
Dipak S Talati
Kantibhai M Patel
Prakash J Patel
Vijay S Talati
Usmanpura, Ahmedabad380013, Gujarat
Plot No.14, II Phase,

Beside Quality Marble
Street, Kamalapuri
Colony, Srinagar Colony,
Hyderabad-500075
Andhra Pradesh.
Sequel Soft India

Limited
4th Floor, Vaghela

Avenue, Navrangpura,
Ahmedabad-380009,
Gujarat
Shree Yaax Pharma &

Cosmetics Limited
27. These directions are without prejudice to the right of SEBI, MCA and stock exchanges to
take any other action as deemed fit under the provisions of the law against the above
companies and the directors.
Sd/-
DATE: OCTOBER 21ST, 2016

PLACE: MUMBAI
RAJEEV KUMAR AGARWAL

WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA
Page 20 of 20

Order in The Matter of Vanishing Companies

Загружено:

Сведения о документе

Оригинальное название

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

Order in The Matter of Vanishing Companies

Загружено:

Авторское право:

Доступные форматы

WTM/RKA/CFD/151 /2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

A Co-ordination and Monitoring Committee (hereinafter referred to as CMC) was setup

Name of the Name of Company and its

Marine Cargo Company Limited

Order in the matter of Vanishing Companies

Mr. Pramod Purohit

Genuine Commodities Development Company

South Asian Mushrooms Limited

Ambuja Zinc Limited

Sparkle Foods Limited

Pashupati Cables Limited

Hitesh Textile Mills Limited

Asian Vegpro Industries Limited

Order in the matter of Vanishing Companies

Mr. Rajendra Janardan Agrawal

Hi-Tech Drugs Limited

Manav Pharma Limited

Realtime Finlease Limited

Rusoday & Company Limited

Sequelsoft India Limited

Shree Yaax Pharma and Cosmetics Limited

Order in the matter of Vanishing Companies

Maneklal Velsibhai Thakkar

Sterling Kalks and Bricks Limited

SCNs addressed to 13 such companies and 62 promoters/directors were returned

Pashupati Cables Limited

Hi-Tech Drugs Limited

Order in the matter of Vanishing Companies

Hi-Tech Drugs Limited

Mr. Kamal Singh Borar

Sterling Kalks and Bricks Ltd.

Order in the matter of Vanishing Companies

Mr. Rajkumar Bafna, director of Genuine Commodities Development Corporation, has

Order in the matter of Vanishing Companies

resigned from the company on November 12, 1996.

Realtime Finlease Limited through its promoter/director, Mr. Dhanpatraj Phoolchand

Order in the matter of Vanishing Companies

Pashupati Cables Limited made following submissions:

Order in the matter of Vanishing Companies

Mr. Kamal Singh Borar

Mr. Pradeep Malu

Table 4 Promoters/Directors of Rusoday & Company Limited

He submitted duly acknowledged copies of Form 32 furnished to RoC Mumbai,

Order in the matter of Vanishing Companies

A. Rusoday & Company Limited

Order in the matter of Vanishing Companies

Name of the Promoters/directors

Order in the matter of Vanishing Companies

Name of the company

Marine Cargo Company Limited

Genuine Commodities Development

South Asian Mushrooms Limited

Durga Prasad Gupta

Ambuja Zinc Limited

Sparkle Foods Limited

Manav Pharma Limited

Sequelsoft India Limited

Shree Yaax Pharma and Cosmetics

Shareholding Pattern (Clause- 35)

copy of Annual Report for the year 2010,

Order in the matter of Vanishing Companies

Genuine Commodities Development Corporation and South Asian Mushroom Limited,