About Me

My photo
The Original CHAUKIDAAR ,“TAKEOVER WATCHMAN” since 2007. CA. Arun Goenka* hands-on experience in the share market* deep knowledge of laws and account*one of the early players, pioneered an investment strategy in TAKEOVERS*The WIRC - of The Institute of Chartered Accountants of India, has honoured him with the ‘Recognition of CAs in Social Service’. * often invited by National business news; electronic and print media, for his views on SEBI related matters. * history of red-flagging 100+ cases to SEBI* contributes by giving inputs in drafting amendments to the regulation* Some of the suggestions reflected in subsequent regulatory changes: (a). In takeover of Cairn 3,750 Crores non-compete fees waived off and ultimately Removal of Non-compete fee in 2011 (b) November 2009 amending Regulation 11 (1). (c)Listing agreement baring promoters from voting on related party. (d) Disclosure of past performance by merchant bankers in case of IPO (e) SAST 2011 regulation 10(1)(h), (f) Counter Offer in case of Delisting (g) Interest payment to all in case of delays in Open Offers(05.06.20).

Thursday, September 3, 2020

SEBI OPEN LETTER—INVESTOR PROTECTION, SCORES

SMALL INVESTORS’ WELFARE ASSOCIATION

 

Email : SirenBajao@gmail.com

 Posted on 2nd September 2020

 OPEN LETTER TO SEBI—INVESTOR PROTECTION

Dear SEBI,

Ref. Your Public Notice dated August 11, 2020 titled

“PROCESSING OF COMPLAINTS ONLY THROUGH SCORES”.

We have just celebrated JANMASTHMI.

KRISHNA was born to kill the demon of KANSA, and save the innocent citizens.

SEBI was born to kill the demon of  “fraudulent and unfair trade practices” and save the investors. In this background;

In the light of the past humongous good work done by SEBI over the last 2 decades, for mitigating the investor’s grievances, it is incredulous for us to see such a retrograde step being taken in issuing this Public Notice.  

How can you do this? 

How can some of your officers  be so self-centric?

How can you say,  you will turn a blind eye and deaf ears to a large number of complaints from investors? 

How can you forget that investor protection is the raison d'etre, the  fundamental reason why SEBI was formed?

How can you forget your own slogan “ HAR INVESOR KI TAQAT?”

How can you scorn off the investor and claim you are empowering  him.?

How can you forget that to reach out to the large number of investors you had to resort to Hindi or other regional languages?

How can you allow some self-serving bureaucrat in SEBI with a typical SARKARI BABU mindset (fortunately, even this is changing) to draft such a scheme and officially announce that they will not work under some pretext?

SAT has also often found you lacking in investors protection.  

In a country where letter writers are sitting in front of post offices to help people write personal letters at a fee, you expect an average Joe to be literate in English and to be tech savvy enough to be able to use the SCORES platform as the only mechanism to raise his voice and complain against wrongdoings by listed companies and intermediaries!!!

Talk to any investor on the street, and he will give you ten stories of how he was fooled, tricked or cheated. Or how, some of the companies play a nasty game against the interest of the public/small shareholders. If they are asked whether they have complained, the most likely reply will be “KUCH NAHI HOTA HAI complaint SE (Complaints are useless)”. All complaints are waste of efforts. Even the author was quoted in the Economic Times on 09.09.15 - “there’s no real recourse for small investors.”[1] No doubt, to say nothing happens, is not correct. But that is the public perception. As it is said “Justice should not only be done, but it should also appear to have been done”

SEBI has done a great work for investor protection, but I am aghast at the SEBI Notification dated 11 August 2020. This essentially says, if you have a complaint, fill up the e-form and let the automated system work. If you are not a computer literate, or do not know English (which is not the mother tongue for most Indians) you practically cannot approach SEBI. SEBI is officially announcing that it would turn deaf ears to all the investor’s cries not channelized through SCORES.

 

It does not matter that, as per SEBI’s own admission in the same Public Notice, a large number of complaints are received outside the SCORES platform:

 “SEBI has been receiving large number of complaints on its generic e-mail ID sebi@sebi.gov.in. Investors from time to time also send their grievances to official IDs of SEBI officers.”

 My personal experience with SCORES has not been very effective either. It takes several attempts to be able to register a complaint successfully. It hardly ever so happens that a complaint gets registered in the first attempt. If the company, out of fear and respect for SEBI, resolves the complaint - the investor gets relief, otherwise the complaint gets lost forever. For example, the author’s complaint on SCORES about the IPO of Bharat Road was never resolved. In the IPO of Bharat Road Network, there was heavy manipulation of subscriptions. The IPO was undersubscribed, but the trading had been manipulated to show oversubscription. Rs. 600 Crs. was collected from the public @ Rs. 205 per share which is now (as of 1st  September 2020) languishing at around Rs. 35. Investors lost almost 90% of their wealth i.e. about Rs. 500 Crs. Had SEBI acted on the author’s complaint and alerts, it could have stopped the IPO and the consequent loss of public money could have been avoided. My complaint to SEBI was as follows:

 

The recent IPO of Bharat Road Network Ltd. seems to be highly manipulated. The issue price was very high. Subscription Figures given before and at the time of closing were wrong.

The allotment of shares took place on 14.09.17 but BASIS OF ALLOTMENT was not published. .Even after repeated mails, the company refused to disclose the BASIS OF ALLOTMENT. The company secretary first wanted to know, under which regulations I was asking for it. I wrote back that it is the normal practice and why should the company shy away from public scrutiny. 

The reason for company's reluctance is now very clear. Against the subscription figure of 1.62x of NII OR HNI as given to the public actually number is just 1.08x. One single form is for 52% of the Equity. 

SEBI's emphasis on SCORES is appreciated because it allows tracking and tracing of complaints. But this measure to preclude the common man unless given procedures are followed by the book cannot be accepted. Think of the rural investor, the poor person who was conned, rather than only your SOPs and rules. No, we are not suggesting that the SCORES platform should be ignored, all we are saying is to find out ways and means of operating it without diverting from the real purpose, i.e. the protection of one and all, without discrimination. It is like throwing out the baby with the bathwater.

THE WAY FORWARD

1.      Please withdraw this Public Notice immediately. In order to aid justice, even the Apex Court of the country takes cognizance of a matter, even if it receives a post card thereon with illegible handwriting.

2.      Make a full-fledged “Investors Representation Department” (IRD). This department should take-up and follow-up all the complaints received from the investors, received in whatever format, be it a simple postcard. IRD should act as an advocate for the investors in dealing with the complaints. Many investors are not able to write a proper complaint letter.

3.      If SEBI is not willing to process the complaints, it can outsource this to some a small BPO firm with an instruction that all emails forwarded to them which are in nature of grievance should be uploaded on SCORES website with whatever data available. That would be an investor-friendly measure rather than simply dismissing the complaints due to non-adherence with format.

4.      IRD should reach out to investors and set-up its desks at several places, easily accessible to the investors. The officers manning such desks should be approachable to the common man, who must not have inhibitions based on their appearance.

5.      You must acknowledge complaints received and inform about the action taken.

6.      You must pass an appealable order for every complaint received. Or at least when demanded by the complainant.

7.      You must appreciate that not passing an appealable order is obstruction of justice. Investors cannot go to SAT until there is an appealable order.

8.      The IRD should arrange for legal help out of the funds lying and being collected by SEBI in the name of investor protection.

9.      Another obstruction to justice for a small investor is the cost of litigation; the hefty fee charged by lawyers. The appellant approaching SAT must be given an option whether he wants to have a personal hearing or not. At the option of the Appellant, the ritual of hearings may be done away with. Unlike other civil and criminal cases, personal evidence is not material. It is not required to observe the body language and character to determine if the person is speaking the truth or not. For all that needs to be said, documentary evidence is enough. The series of Appeal, Reply and Rejoinder gives sufficient opportunity to everyone to put their points across. Therefore, it is urged that at the option of the appellant, the personal hearing is waived. I think this will be much in favour of the small investors who cannot afford highly paid lawyers. SEBI and SAT will have to pass a well-reasoned order giving their specific view on every point raised. This will also speed up disposal of the cases before courts and help in de-clogging the justice delivery system.  

Hope that the investors’ prayers are looked into by you, and that you would withdraw the Public Notice on SCORES immediately. Request you to sincerely consider all the other suggestions that have been raised above.

No comments:

Post a Comment