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    SECURITIES AND EXCHANGE BOARD OF INDIA

    A. O. NO: ACR/ 52/2005

    ADJUDICATION ORDER IN THE MATTER OF TEAMASIA SEMICONDUCTORS INDIA LTD. 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

    1)     Vide order dated December 28, 2004, issued by Securities and Exchange Board of India (hereinafter referred to as �SEBI�), I was appointed as the Adjudicating Officer under Rule 3 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 to enquire into and to adjudge under Sec.15-I of Securities and Exchange Board of India Act, 1992� the alleged violation of Sec. 11C of Securities and Exchange Board of India Act, 1992 by Teamasia Semiconductors India Ltd., a company having its registered office at Hyderabad. For the sake of convenience, the said Teamasia Semiconductors India Ltd., will be referred hereinafter in this order as �the noticee� or �the company�.

     

    2)     As per the information provided to me by SEBI, SEBI conducted investigation in to the allegations of irregularities by one Shri Harsh C. Bhasin, Member of the Delhi Stock Exchange and others. During the course of the said investigation, Shri P. K. Nagpal, Investigating Authority of SEBI in the matter, issued summons dated December 1, 2003, December 26, 2003 and February 5, 2004 directing the noticee,� to furnish the information mentioned in the annexure to the said summonses within the time stipulated therein. �From the unauthenticated photocopies of the aforesaid summonses, it is noted that the Investigating ����������������Authority demanded (a) Names and addresses of the promoters/ directors of the company and (b) details of dealings of the company with Shri Harish Chandra Bhasin and / or HB group of companies/ firms and whether any funds were transferred to them.

     

    3)     The aforesaid summons dated December 1, 2003 was sent by registered post acknowledgement due and was received by the company. However, no reply was received from the company to the said summons.

     

    4)     Summons dated December 26, 2003 was sent by speed post acknowledgement due and was received by the company. However, the company failed to comply with the said summons.

     

    5)     Subsequently, the summons dated February 5, 2004 was delivered through one of the officers of the Hyderabad Stock Exchange Ltd., to the company on February 12, 2004. However, no information as demanded vide the said summons was furnished by the company.

     

    6)     I issued a notice dated February 7, 2005 to the noticee under Rule 4(1) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 calling upon the noticee to show cause as to why an inquiry should not be held against it and penalty be not imposed under Sec. 15A (a) of Securities and Exchange Board of India Act, 1992 in the facts and circumstances of the case. The said notice dated February 7, 2005 was sent to the noticee by Registered Post with Acknowledgment Due. As evident from the postal acknowledgement card received by my office, the said notice was received by the noticee.

     

    7)     �Since there was no reply to the aforesaid notice by the noticee within 15 days, the time which was stipulated by me for the noticee to file its reply,� I was of the opinion that an inquiry should be held in the matter and accordingly a notice of inquiry dated March 24, 2005� in terms of Rule 4(3) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalty by Adjudicating Officer) Rules, 1995 was issued to the noticee�� fixing April 13, 2005 as the date of inquiry. It was advised that the authorised representative/ lawyer of the noticee may� appear for the inquiry at my office at Mumbai on the above date.

     

    8)     On April 13, 2005, no representative/ lawyer of the noticee appeared for the inquiry/ personal hearing nor there was any request for adjournment from the company. Therefore, I decided to proceed further in the matter based on the records available at my end.

     

    9)     Before deciding the issues which require to be examined by me, the provisions of Securities and Exchange Board of India Act, 1992 with respect to the issuance of summons by the investigating authorities and the consequences of non- compliance are perused by me. Sec. 11C of Securities and Exchange Board of India Act, 1992, interalia provides that the Investigating Authority may require any intermediary or any person associated with securities market in any manner to furnish such information to or produce such books, or registers, or other documents, or record before him or any persons authorized by it. Sec. 15A (a) of Securities and Exchange Board of India Act, 1992 provides for imposition of monetary penalty of Rupees one lakh for each day during such failure continues or Rupees one crore, whichever is less by the Adjudicating Officer in case any person, who is required under Securities and Exchange Board of India Act, 1992 or any rules or regulations made thereunder to furnish any document, return or report, fails to furnish the same.

     

    10)  It was alleged by SEBI that the noticee failed to comply with the summons dated December 1, 2003, December 26, 2003 and February 5, 2004 issued by the investigating authority as mentioned above. There was no denial on part of the noticee with respect to the charge leveled against it that it failed to furnish the information/ documents as demanded by the investigating authority. There is sufficient documentary evidence on record to prove that the noticee received all the summonses issued by the investigating officer. I noticed that sufficient opportunity was given by the investigating authority to the noticee by issuing three summonses from time to time. Therefore, I find that non-compliance with the summons issued by the investigating authority of SEBI by the noticee is established.

     

    11) By its repeated failure to adhere to the summonses, the noticee hampered the process of investigation.

     

    12)  �Since the failure to appear before the investigating authority of SEBI by the noticee is established, the quantum of penalty has to be decided by me.

     

    13)  �As I mentioned above, Section 15A (a) of Securities and Exchange Board of India Act, 1992 prescribes a penalty of Rupees one lakh for each day during which the failure to furnish any documents etc. to SEBI continues or Rs. one crore whichever is less.�

     

    14)  �To determine the quantum of penalty under Section 15A (a), I�� considered the following factors as provided in section 15J of Securities and Exchange Board of India Act, 1992 viz.(a) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the default ; (b) the amount of loss caused to an investor or group of investors as a result of the default and; (c) the repetitive nature of the default.

     

    15) �As regards the disproportionate gain or unfair advantage there are no quantifiable figures available on record with respect to the default of the noticee. There are also no figures or data on record to quantify the amount of loss caused to an investor or group of investors as a result of the default.� As far as the repetitive nature of the default is concerned it is observed that the investigating authority issued three summonses and the noticee failed to furnish the required information to the investigating authority in all three occasions.� The said fact proves that the default was repetitive in nature.

     

    16)  �I have also considered the decision of the Hon�ble Securities Appellate Tribunal (SAT) in the matter of Mayfair Paper & Board� Pvt. Ltd. v. SEBI (Appeal No. 95 of 2004). Adjudication in the said matter was initiated by SEBI for failure to provide the information/ documents to the investigating authority of SEBI by Mayfair Paper & Board Pvt. Ltd. SAT further held that provision for enhanced penalties in the year 2002 does not mean that SEBI should impose sky high penalties. I have considered all the aspects of the said judgment of SAT.

     

     

     ORDER

    18. From the preceding paragraphs of this order, it can be seen that the non furnishing of information in compliance of summons issued by the investigating authority by the noticee is established and by its repeated failure, the noticee hampered the process of investigation.�� �I also noted that the noticee by choosing not to represent before the investigating authority has proved his utter disregard to the statutory process of investigation and there are no mitigating factors due to which I can take a lenient view in the matter. Therefore in exercise of the powers conferred under section 15-1(2) read with Sec. 15 A (a) of the Securities and Exchange Board of India Act, 1992 and Rule 5 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995, I hereby impose a penalty of Rs.2,00,000/- (Rupees Two lakhs only) on Teamasia Semiconductors India Ltd., The noticee shall pay the said amount of penalty by way of demand draft in favour of �SEBI- Penalties Remittable to Government of India�, payable at Mumbai within 45 days of receipt of this order. The said demand draft should be forwarded to Shri P. K. Nagpal, Chief General Manager, Securities and Exchange Board of India, Mittal Court, �B� Wing, 224, Nariman Point, Mumbai-400021.

    19. In terms of Rule 6 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995, copies of this order are sent to the noticee and also to Securities and Exchange Board of India.��

     

    Date:�� May 16, 2005 ���������������������������� �����������A. Chandra Sekhar Rao

    Place: Mumbai���������������������������� �������������������� Adjudicating Officer

     

     



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