ORDER
UNDER RULE 5(1) OF THE SEBI (PROCEDURE
FOR HOLDING ENQUIRY AND IMPOSING PENALTY BY THE ADJUDICATING OFFICER) RULES,
1995
AGAINST STERLITE INDUSTRIES (
1. Sterlite Industries (
2. The Securities and Exchange
Board of India (for brevity’s sake hereinafter referred to as the SEBI) examined
the extent of compliance by SIIL with the relevant provisions of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997
(hereinafter referred to as the Takeover Regulations and inter-alia noted that
SIIL had violated the
provisions of sub regulations (2) and (4) of Regulation 6 (for the year
1997) sub regulation [3] of Regulation 7
(for the year 2000) and sub regulation (3) of Regulation 8 of the SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 (for
brevity’s sake, hereinafter referred to as the Takeover Regulations) for the year 1997-98.
SHOW CAUSE NOTICE/ REPLY/ PERSONAL
HEARING:
3. In view of the above, adjudicating
proceedings were initiated in the first instance by the appointment of Shri S.V
Krishna Mohan as the adjudicating officer vide an order dated January 13, 2004.
The adjudicating officer then issued a show cause notice dated May 10, 2004 to SIIL
in terms of Rule 4 of the SEBI (Procedure for holding enquiry and imposing
penalty by the Adjudicating Officer) Rules, 1995 (Rules) where under SIIL was asked
to show cause as to why enquiry proceedings should not be held against them for
the alleged violation of the provisions of sub regulations (2) and (4) of
Regulation 6, sub regulation [3] of
Regulation 7 and sub regulation (3) of Regulation 8 of the Takeover
Regulations. SIIL were advised to make their submissions, if any, along with
supporting documents that they wished to rely upon, within 14 days from the
date of the receipt of the notice, and also indicate whether they were desirous
of a personal hearing.
4. In reply to the same, SIIL
vide their letters dated May 25, 2004 and June 1, 2004 made their submissions,
the relevant portions of which have inter-alia
been summarized as follows:-
A.
Non-Compliance of Regulations 6(2) and 6(4) of the Takeover
Regulations
i. SIIL had made the relevant disclosures in
terms of Regulations 6(2) and 6(4) of the Takeover Regulations to the stock
exchanges but were not in a position to trace the relevant records/acknowledged
copy of the disclosures so made to the exchanges because of the lapse of more
than 7 years and the relocation of their office premises as also changes in the
secretarial department including the change of company secretary.
ii. In view of the same, the default in failing
to submit the acknowledged copy may be condoned and no penalty may be levied
under section 15(b) of the SEBI Act, 1992 especially since Regulation 6(2) and
6(4) required one time disclosures to be made while continuing disclosures which
were required to be made under Regulation 8(3) of the Takeover Regulations,
were regularly made by SIIL.
iii. Thus the relevant information was made
available to the shareholders and investors on and from September 1998 onwards
i.e. the date when the disclosures under Regulation 8(3), were first made.
iv. Even prior to that, the details of the
shareholding of the promoters of SIIL was brought to the knowledge of the
investors vide the EGM notice dated February 16, 1998 (copy of the notice was
enclosed as proof).
v. Without prejudice to the said
contentions, there was no disproportionate gain or unfair advantage or any loss
caused to any investors or group of investors.
vi. Under
the SEBI Regularization Scheme 2002 (Scheme) certain technical defaults while
making or failing to make the disclosures under Regulations 6 & 8 were
condoned upon payment of a token penalty of Rs.10000/-. The underlying principle of the Scheme was that
offences of a technical nature, which did not result in any loss to any
investors or shareholder or which did not trigger any takeover bid, was
condoned upon payment of a token penalty.
vii. SIIL could not take advantage of the said
Scheme, because they were not aware as to whether the said disclosures were
made or not.
viii. In any case, the default if any deserves to
be condoned and no penalty should be levied on the basis of the principle laid
down by the Supreme Court in the case of Hindustan Steel Limited Vs State of
Orissa.
B.
Non-Compliance of Regulation 7(3) of the Takeover Regulations;
i. SIIL had issued 90 lacs convertible
warrants on a preferential basis to Twinstar which were converted into equity
shares in the year 2000. Consequently, the shareholding of Twinstar increased
by 9.10%.
ii. In terms of Regulation 7(3) of the
Takeover Regulations, every company whose shares are acquired in the manner
referred to in sub-regulation (1) shall disclose to all the stock exchanges on
which the shares of the company are listed, the aggregate number of shares held
by each of such persons within 7 days of the receipt of information under sub-regulation
(1)
iii.
Thus sub-regulation (1) as it stood then provided
that any acquirer who acquires shares or voting rights which (taken together
with shares or voting rights, if any held by him ) would entitle him to hold
more than 5% shares or voting rights in a company in any manner whatsoever
shall disclose the aggregate of his shareholding or voting rights in that company to that company
iv.
Thus sub-regulation (1) was applicable only in case
of a person, acquiring for the first time more than 5% of shares or
voting rights in the company. Any person already holding more than 5% of the
shares or voting rights in a company is not required to disclose to the company,
the details of any further purchase or sale made by it.
v.
Subsequently sub regulation (1A) was incorporated
in the Takeover Regulations with effect from September 9, 2002 and provided that
any acquirer who has acquired more than 15% but less than 75% of the shares or
voting rights of the company shall disclose purchase or sell aggregating 2% or
more of the share capital of the company to the company within 2 days of such
purchase or sale.
vi.
Thus the disclosure obligation relating to the
changes in holding of persons holding more than 5% of the shares of a company
have only been introduced with effect from
vii.
The fact that sub regulation (1A) was subsequently
introduced supports the contention that under sub-regulation (1A) as it then
stood, there was no need for a person holding more than 5% of the shares or
voting rights in a company to disclose any subsequent purchase or sale.
viii.
As on the date of conversion of warrants, Twinstar
was holding 30.77% of the shares or voting rights in SIIL i.e. more than 5% Thus
upon conversion of the warrants, it increased its participation in the shares
or voting rights by 9.10%. Since
Twinstar was already holding more than 5% of the shares or voting rights in the
company, it was not bound to make any disclosure under sub-regulation (1) of
the Regulation 7.
ix.
Consequently, SIIL was also not bound to make any
disclosure under sub-regulation 7(3) of the Takeover Regulations
C.
Non-Compliance of Regulation 8(3) of the Takeover Regulations
i.
There was delay of 153 days in filing the
disclosures with the stock exchanges as required under Regulation 8(3) of the
Takeover Regulations in that the disclosures were filed with the exchanges only
on September 30 instead of April 30.
ii.
This fact was admitted by SIIL in their letter
dated
iii.
The delay was due to the fact that as Regulation
8(3) was a new provision and such disclosures were made for the first time, the
procedures involved were new to the company which was in the process of
procuring the information from the Registrar.
iv.
However SIIL was now regular in making the
disclosures under Regulation 8(3) of the Takeover Regulations.
v.
In view of the above submissions, all the alleged
defaults may be condoned and no penalty may be levied and if considered
necessary, the penalty be levied, in terms of the Scheme which prescribed a
token penalty.
vi.
Even otherwise, the factors laid down under Section
15 J of the SEBI Act should be considered while adjudicating the quantum of
penalty under Section 15A of the SEBI Act. Further, the provisions relevant to the
penalty as it existed prior to
5. It
was submitted that for non compliance of Regulation 6(2) & 6(4), the
maximum penalty could only be Rs.1,50,000/-. Yet considering the technical
nature of the offence, the amount of penalty should be restricted to a token
amount as prescribed in the Scheme and not the maximum penalty of Rs.1,50,000/-
prescribed for non submission of any report or document under Section 15A(a) of
the SEBI Act.
6. For non compliance of Regulation 8(3) of the
Takeover Regulations, the provisions of Section 15A(b) should be attracted
where under, the penalty prescribed is Rs.5000/- per day for the default, which,
for a delay of 153 days would work out to Rs.7,65,000/-.
7.
However, Section 15A(a) deals with failure to
furnish any documents or returns, and the penalty prescribed there under is
restricted to Rs.1,50000/-. As the penalty prescribed for delay in submission
should not exceed the penalty prescribed
for failure of submission, the penalty amount if considered necessary to be
imposed, should be computed to a maximum of Rs.1,50,000/-, while the penalty
for non compliance of Regulation of 6(2) & 6(4) should be a token amount
and not a maximum of Rs.1,50,000/-.
8. On the basis of the above submission, SIIL requested
that as the defaults were procedural in nature and did not trigger an open
offer under the provisions of the Takeover Regulations and since no
disproportionate gain had been made by any person and no investor or group of
investor had suffered any loss, no penalty should be levied. SIIL also referred to the judgements relied
upon by them and further requested for a personal hearing.
9. In the interim period, vide the order of the
Chairman, SEBI dated
10. Thereafter in terms of Rule 5(1) of the Rules,
a notice of hearing dated
11. On the said date, Mr J C Periera, Counsel and Mr Vinay Gaokar,
Group Company Secretary of SIIL appeared on behalf of SIIL along with Shri
Shripal Lakdawala representing RSM &Co., the Chartered Accountants of SIIL before
me and reiterated their contentions made earlier.
CONSIDERATION OF
ISSUES:
12. I have taken into consideration the facts
and circumstances of the case, the submissions advanced on behalf of SIIL, the
material available on record including the documents and the case laws relied
upon by them.
13. The crux of the issue before me is whether SIIL,
had complied with the disclosure requirements prescribed under Chapter II of
the Takeover Regulations i.e. making the necessary disclosures to the exchanges
on which the shares of SIIL are listed, in a timely manner as required under
the relevant provisions of the Takeover Regulations.
14. While considering the same, it would be
necessary to consider the following facts which are undisputed.
15. SIIL issued to Twinstar during May 1998,
90,00,000 convertible warrants on a preferential basis. These warrants were
converted into equity shares during the year 2000. As a consequence of the said conversion, the
holding of Twinstar in SIIL increased in the year 2000 from 30.77% of the
voting rights in SIIL to 39.87% i.e. an increase of 9.10% of the voting capital
of SIIL.
16. Consequently, SIIL was stated to be obligated
to inter alia comply with Regulations 6(2), 6(4), 7(3) as well as Regulation 8
(3) of the Takeover Regulations which inter alia provide as under:
Regulation 6(2); Every company whose
shares are held by the persons referred to in sub-regulation (1) shall, within
three months from the date of notification of these regulations, disclose to
all the stock exchanges on which the shares of the company are listed, the
aggregate number of shares held by each person.
Regulation 6(4); Every company, whose
shares are listed on a stock exchange shall within three months of notification
of these regulations, disclose to all the stock exchanges on which the shares
of the company are listed, the names and addresses of the promoters and/or
person(s) having control over the company, and the number and percentage of
shares or voting rights held by each such person.
The Takeover Regulations came into effect
from
Regulation 7(3); Every company whose shares are
acquired in the manner referred to in sub-regulation (1) shall disclose to all
the stock exchanges on which the shares of the company are listed, the
aggregate number of shares held by each of such persons, within 7 days of the
receipt of information under sub-regulation (1)
Sub-regulation
(1) (as it stood then) Any acquirer who acquires shares or voting rights which
(taken together with shares or voting rights, if any held by him) would entitle
him to hold more than 5% shares or voting rights in a company in any manner
whatsoever, shall disclose the aggregate of his shareholding or voting rights
in that company to that company.
Regulation 8(3) Every company whose shares are listed
on a stock exchange, shall within 30 days from the financial year ending March
31, as well as the record date of the company for the purposes of declaration
of dividend, make yearly disclosures to all the stock exchanges on which the
shares of the company are listed, the changes, if any, in respect of the
holdings of the persons referred to under sub-regulation (1) and changes in
shareholdings of promoters or persons(s) having control over the company as on
31st March.
17.
SIIL
had allegedly failed to comply with the provisions above stated. The details of
these alleged violations by SIIL are as under:
|
Regulation/Sub
Regulation |
Due
dt of compliance |
Actual
dt of compliance |
Delay
(in no of of days) |
|
6(2) |
20.05.1997 |
Not complied |
-------- |
|
6(4) |
20.05.1997 |
Not complied |
--------- |
|
8(3) |
30.04.1998 |
30.09.1998 |
153 |
·
As
regard Regulation 7(3) of the Takeover Regulations, SIIL contended that as they
were not bound to comply with the provisions of the said Regulations and hence,
they had not violated the provisions of the said Regulation.
18. I have examined the contentions
advanced by SIIL in the context of Regulation 7(3) and the accompanying
circumstances and find merit in the argument advanced by them.
19. From a reading of the said Regulation and
sub-regulation (1), it does appear that sub-regulation (1) would be applicable
only in case of a person, acquiring for the first time, more than 5% of shares
or voting rights in the company. This is more than apparent from the fact that
the criteria fixed, is the total shares or voting rights, taken together with
the shares or voting rights if any held by him which “entitle” the holder of the
said shares to hold ‘more than 5% shares or voting rights in a company’.
Implicit herein is the intention that, the acquisition which entitles the
holder to hold, more than 5% shares of the company, would be required to be disclosed
in terms of sub-regulation (1). The subsequent acquisition by a person, who is already
holding more than the threshold limit of 5% shares or voting rights in a
company, would therefore not attract sub-regulation (1). Had the intention been
otherwise, the expression “ additional 5% shares or voting rights” ought to
have been incorporated which would entitle the holder of the said shares to
hold more than the existing shares or voting rights held by him in a company.
Consequently any person already holding more than 5% of the shares or voting
rights in a company would therefore not be required to disclose to the company,
the details of any further purchase or sale made by it.
20. In fact, it does appear that the subsequent
incorporation of sub regulation (1A) in the Takeover Regulations with effect
from
21. In the facts of the case, as on the date of
conversion of warrants, Twinstar were admittedly holding 30.77% of the shares
or voting rights in SIIL i.e. more than 5% Thus upon conversion of the
warrants, they increased their participation in the shares or voting rights of
SIIL by 9.10%. Since Twinstar was
already holding more than 5% of the shares or voting rights in the company, it
was not bound to make any disclosure under sub-regulation (1) of the Regulation
7.
22.
Accordingly, I hold that SIL was not bound to make the disclosures under
Regulation 7(3) of the Takeover Regulations.
23. As regards the issue of non-compliance of
Regulation 6(2) & 6(4) of the Takeover Regulations, I have taken into
account the contentions advanced on behalf of SIIL to the effect of having made
the necessary disclosures but being unable to trace the acknowledged copy of
the records sent to the exchanges, allegedly on account of the passage of a considerable
period of seven years, relocation of the company and in the process, the loss
of certain company records as well as changes in the secretarial department.
24. Notwithstanding
the same, the undisputed fact remains that no documentary evidence has been
submitted by SIIL at any time during the course of proceedings, evidencing the
compliance of the said Regulations. Keeping aside the fact that they ought to
have maintained such documents and even assuming for a while that the required
disclosures were made, in the absence of any document evidencing the same or in
the absence of any detail available on record viz; the dates when the
disclosure/information was furnished or any other information relevant to the
case, it would not be wrong to conclude that there has been a non compliance by
SIIL of the provisions of Regulation 6(2) & 6(4) of the Takeover
Regulations. Mere contentions stating
compliance of the Regulations, without furnishing the documentary proof to
substantiate the same would not absolve SIIL from the charge of non compliance
of the said Regulation.
25. In the
case of Regulation 8(3) of the Takeover Regulations, SIIL had admitted to the delay
of 153 days in making the necessary disclosures, which has been attributed to
the fact of the novelty of the Takeover provisions.
26. However apart from stating that the said
Regulations were at a nascent stage, nothing has been brought on record by SIIL
to indicate that the lapse on their part was inadvertent and unaccompanied by
any intent to deliberately delay due adherence to the provisions of law quoted
above. Moreover, considering the extent of the delay i.e. 153 days, the said
lapse cannot be ignored.
27. One of the objectives of the Takeover
Regulations is to protect the rights of the investors through prompt
disclosures. The purpose of making these timely disclosures to the stock
exchanges is meant to ensure transparency in transactions. These disclosures
made to the stock exchanges in turn provide inputs to them to monitor the
transactions and ensure frequent dissemination of the information relevant to
the company for the benefit of the shareholders of the company and the public
at large. From the facts earlier stated,
there is clearly a lapse on the part of SIIL in adhering strictly to the
provisions of Regulation 6(2) and (4) and Regulation 8(3) of the Takeover
Regulations, and it appears that they have as a last resort raised the plea of technicality and the issue of their
bonafides.
28.
As I examined the plea that while Regulation 6(2) and 6(4) required one time
disclosures to be made, continuing disclosures which were required to be made
under Regulation 8(3) of the Takeover Regulations, were regularly made by SIIL
and thus the relevant information was made available to the shareholders and
investors on and from September 1998 onwards i.e. the date when the disclosures
under Regulation 8(3), were first made.
29. That would certainly appear to be an
idealistic argument. However any deviation from the compliance requirements of
the Regulations is bound to affect the interest of the investors, in as much as
these initial and continual disclosures not only ensure the transparency and
disclosures as regards the share holding/voting rights of specified persons but
also enables timely dissemination of the said information to the
shareholders and the public at large by the company, by way of submissions of
the information to the stock exchanges where the shares of the company are
listed. While the failure to submit the
required information and the subsequent loss if any caused to the investors is
not tangible and cannot be specifically computed in monetary terms, the fact
remains that every statute and regulatory provisions contained therein have a
specific intent and purpose behind its enactment and the incorporation of the
said provisions. The very purpose of enacting any legislations is due adherence
to the provisions /procedure contained there under. If no cognizance were to be taken of any
breach of these provisions and no liability fixed there upon, the entire
purpose of incorporating the provisions of the said Regulations would become
redundant.
30. Moreover it is not that SIIL had a series of
procedures to follow and that while a part of the procedure was complied by
them, the remaining was not complied, thereby lending credence with their
contention of having acted in a bonafide manner. On one hand, SIIL have contended that they
have complied with Regulation 6(2) and 6(4) of the Takeover Regulations but
have no documents to prove the same, on the other hand they have contended (as
brought out in the reply dated June 01, 2004) that they were not aware as to
whether they had made the requisite disclosures. These defenses do not seem
credible and perhaps indicate their apathy in conforming to Regulatory
Provisions.
31. I have studied the plethora of judgments
both of the Supreme Court as well as that of the Bombay High Court and the Patna
High Court relied upon by SIIL.
32. The principles laid down in the said cases
according to the facts and circumstances of the cases which reiterate to a
certain extent the dictum laid down by the Supreme Court, stress upon the issue
of non levy of penalty especially in cases where there was a technical breach
coupled with a lack of intention to commit the said breach.
33. The principle laid down by the Supreme
Court in the case of Hindustan Steel Ltd vs. State of Orissa considerably deals
with the issue of imposition of penalty and provides that the penalty to be
imposed for failure to perform a statutory obligation, is a matter of
discretion of the authority to be exercised judiciously after
considering all the relevant circumstances.
34. However, there is no obligation not to
impose any penalty whatsoever upon an entity especially in cases where there
was a technical breach, which could have been rectified.
35. In the instant case, the regularization
scheme admittedly provided the said opportunity and SIIL were aware of the
existence of the said Scheme which was in force from October 1, 2002 to January
31, 2003 to enable listed companies which had failed to comply with or complied
with the requirements of Regulations 6[2], 6[4] and 8[3] of the Takeover
Regulations belatedly. Consequently, an opportunity was available to all listed
companies as well as SIIL for regularization of the non-compliance with
Regulations 6 and 8 of the Takeover Regulations for the years 1997 – 2002. Keeping
in mind the fact that “they were not aware of the fact that the disclosures
were made or not” and in the absence of any proof in their possession to show
compliance of the Regulations, SIIL ought to have availed this opportunity to
regularize their acts. However SIIL
admittedly did not participate in the scheme. In fact, I have it on record,
that in cases where certain entities had no proof to substantiate their claim,
they took part in the regularization scheme. Even during the course of the
personal hearing, SIIL specifically stated that no effective due diligence was
carried out by them which could draw their attention to the above referred to
non–compliances. Thus from the manner in which SIIL acted, it can be stated
that SIIL did not really act from a bonafide belief.
36. In view of the above, the case laws cited by
them have no relevance to the present case and no case has been made out by SIIL
for not imposing any penalty whatsoever and dropping the present proceedings
altogether. To my mind this case definitely calls for the imposition of at
least a token penalty.
37. In fact, SIIL have themselves requested that
no penalty be levied, keeping in mind the technical nature of the offence and
that if at all, only a token penalty be levied, considering that the violation
of such technical nature were likely to be condoned under the Scheme, by the
imposition of Rs.10,000/- for the non compliance in the case of Regulation 6(2)
and (4) and Regulation 8(3) of the Takeover Regulations.
38. Failure
to furnish the information, return etc or delay to make requisite disclosures
attracts monetary penalty as specifically provided in Section 15A of the SEBI,
Act, 1992 which as on the date of the commission of offence reads as follows:
“If any person who is required under
this Act, or any rules or Regulations made there under –
a. to
furnish any document, return or report to the Board, fails to furnish the same,
he shall be liable to a penalty not exceeding one lakh and fifty thousand
rupees for each such failure;
b.
to file any return or furnish any information, books or other documents
within the time specified therefore in the Regulations, fails to file return or
furnish the same within the time specified thereof in the Regulations, he shall
be liable to a penalty not exceeding five thousand rupee for every day during
which such failure continues;
c. to
maintain books of accounts or records, fails to maintain the same, he shall be
liable to a penalty not exceeding ten thousand rupees for every day during
which the failure continues;
39. Without
prejudice to the above, Parliament in its wisdom has directed certain factors
to be taken into account by the adjudicating officer, before imposing a penalty
as is evident from the provisions of Section 15J of the Act which also find mention in Rule 5(2) of the
SEBI (Procedure for holding
enquiry and imposing penalty by the
Adjudicating Officer) Rules, 1995, i.e., the amount of
disproportionate gain or unfair advantage, wherever quantifiable, made as a
result of the default; the amount of loss caused to an investor or group of
investors as a result of the default and the repetitive nature of the default.
40. Upon perusal of the provisions of Section
15J, it is clear that the adjudicating officer is required to have due regard
to the factors stated in the section.
The same is a direction and not an option, which is however to be
exercised with due regard to his discretion. This discretion is to be exercised
judiciously, depending upon the facts and circumstances of each case as well as
after analysing of all the relevant material available on record especially in
the case of failure to perform statutory obligations.
41. It does not
appear as if SIIL enjoyed any gain or unfair advantage as a result of the said default.
However it cannot be denied that the said default would have certainly caused a
certain amount of disadvantage to their shareholders and the investor class as
a whole. Moreover, the non compliance of
Regulation 6(2) and (4) is continuing till date although Regulation 8(3) was
complied belatedly.
42. I have studied the terms of the Scheme where
under the amount payable for regularizing non-compliances and belated compliances
of Regulations 6 and 8 was Rs.10,000/- for
each violation, per year.
43. Hence on a judicious exercise of the
discretion conferred upon me, bearing in mind the factors enumerated above as
well as after taking into consideration, the facts and circumstances of the
present case as well as after analysing all the material available on record,
the rationale behind the requirement of making these disclosures, I in exercise of the powers conferred
upon me under Rule 5 of the SEBI (Procedure for Holding Enquiry and Imposing
Penalty by the Adjudicating Officer) Rules, 1995 think it
appropriate to invoke the terms of the said Scheme and impose an amount of Rs 20,000/- as penalty upon
SIIL for the total non compliance of
Regulation 6(2) and (4) of the Takeover Regulations for the year 1998. As regards the non compliance of Regulation
8(3) of the said Regulations, I am inclined to hold that although the penalty
need not be imposed in terms of the quantum provided in Section 15A of the Act,
the imposition of a token penalty is very much necessitated and hence am
inclined to arrive at a equitable resolution of the issue on hand and in the
interest of justice, equity and good conscience think it appropriate to levy a
penalty of Rs 80,000/- upon SIIL for the dealy in complying with the provisions
of Regulation 8(3) of the Takeover Regulations within the time specified in
the said Regulations.
44. Consequently Sterlite Industries (India)
Limited is hereby directed to pay a total amount of Rs 1,00,000/- (Rupees One
Lakh Only) i.e. Rs 20,000 for the non compliance of Regulations 6(2) and (4) of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
and Rs 80,000/- for the delay in complying with the provisions of Regulation
8(3) of the said Regulations within the time specified in the said Regulations.
45. The penalty amount shall be paid within a
period of 45 days from the date of receipt of this order through a cross demand
draft drawn in favour of “SEBI- Penalties remittable to the Government of
India’ and payable at Mumbai which may be sent to Shri.S.V.Muralidhar Rao,
General Manager, Securities and Exchange Board of India, Mittal Court, B Wing,
224 Nariman Point, Mumbai – 400021.