M/s Computech Sharecap Limited vs SEBI
- Court
- Securities Appellate Tribunal
- Case type
- SEBI
- Decided on
- 18-03-2026
IN THE SECURITIES APPELLATE TRIBUNAL
AT MUMBAI
TH
DATED THIS THE 18 DAY OF MARCH, 2026
CORAM: Justice P.S. Dinesh Kumar, Presiding Officer
Ms. Meera Swarup, Technical Member
Dr. Dheeraj Bhatnagar, Technical Member
Appeal No.445 of 2021
M/s. Computech Sharecap Limited
147, Mahatma Gandhi Road,
rd
3 Floor, Mumbai – 400001.
…Appellant
(By Mr. Abhishek Venkataraman, Advocate with Mr. Joby Mathew,
Mr. Aditya Joby and Ms. Uttam Jaiswal, Advocates i/b. Joby
Mathew & Associates for the Appellant.)
Securities and Exchange Board of India
SEBI Bhavan, C4-A, G-Block,
Bandra Kurla Complex,
Bandra (E), Mumbai-400051.
…Respondent
(By Mr. Pradeep Sancheti, Senior Advocate with Mr. Bhushan
Shah and Mr. Gaurav Edekar, Advocates i/b. Mansukhlal Hiralal &
Co. for the Respondent.)
THIS APPEAL IS FILED UNDER SECTION 15T OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 TO
SET ASIDE ORDER DATED JUNE 11, 2021 PASSED BY THE WTM,
SEBI.
2
THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR
ORDERS ON MARCH 11, 2026 COMING ON FOR
PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE
THE FOLLOWING:
ORDER
Per: Justice P. S. Dinesh Kumar, Presiding Officer
This appeal is directed against order dated June 11, 2021,
1 2
passed by the WTM , SEBI , cancelling the appellant’s certificate
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of registration as an RTA .
2. We have heard Mr. Abhishek Venkataraman, learned
Advocate for the appellant and Mr. Pradeep Sancheti, learned
Senior Advocate for the SEBI.
3. Brief facts of the case are, Computech Sharecap Limited
(‘appellant’ for short) is a SEBI registered ‘Registrar to an Issue
and Share Transfer Agent’ (‘RTA’ for short). SEBI appointed M/s.
VMM & Co, Chartered Accountants, to conduct an audit into the
affairs of appellant Company for the period between April 1,
2013 and March 31, 2016. The CA firm reported to the SEBI
that the appellant Company was not cooperating and therefore,
could not offer their opinion on the terms of reference.
1
Whole Time Member
2
Securities and Exchange Board of India
3
Registrar to an Issue and Share Transfer Agent
3
4. By its letter dated December 12, 2018, SEBI informed the
appellant that an inspection would be conducted. Along with the
said letter, a questionnaire was sent for the appellant to submit
information. It is alleged that appellant did not cooperate during
SEBI’s inspection also. Appellant did not furnish the requisite
data sought in the questionnaire.
5. In substance, SEBI’s allegations are:
Appellant did not cooperate with the Chartered Accountant
during the audit and SEBI officials during the inspection;
Appellant failed to provide requisite data within the
stipulated time;
Appellant did not maintain records; and
Appellant failed to file half-yearly reports with SEBI since
2013.
6. SEBI appointed a Designated Authority, who
recommended cancellation of appellant’s certificate of
registration. A show cause notice was issued to the appellant and
after granting an opportunity of hearing, impugned order has
been passed.
7. Mr. Abhishek Venkataraman, learned Advocate for the
appellant conceded that appellant had not fully cooperated
during audit and inspection. In January 2019, SEBI had asked for
records for the period between 2013 and 2018. As per
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Regulation 15 of RTA Regulations , records are required to be
maintained for only three years. All records were available, but
4
SEBI (Registrar to an Issue and Share Transfer Agents) Regulations, 1993
4
they were kept in the record rooms of the respective companies.
Appellant collected and given them to the SEBI. He submitted
that the learned WTM has held in para 18 of the impugned order
that appellant had not raised the plea with regard to
maintenance of records for three years at the first available
opportunity. He urged that this being a question of law, the
WTM was required to examine. Adverting to para 19 of the
impugned order, he submitted that the WTM has proceeded on
an assumption and not recorded a correct finding with regard to
the information submitted and held that delay is ‘as good as non-
submission’. Assailing this finding, Mr. Venkataraman submitted
that without recording cogent reasons, only based on the
assumptions, such harsh order is not sustainable. Adverting to
para 27 of the impugned order, he submitted that the WTM has
recorded a finding that the appellant’s violations were viewed
seriously in view of the fraud committed by some other RTAs. He
submitted that such approach by the WTM is wholly
unsustainable in law.
8. Mr. Venkataraman submitted that appellant has been an
RTA since 1969. Ever since then, only one warning letter was
received in 2011. However, in para 28 of the impugned order, the
WTM has incorrectly held that appellant is a habitual offender.
With these above submissions, Mr. Venkataraman urged that this
Tribunal may consider the aspect of proportionality and take a
lenient view in the matter.
9. In reply, Mr. Sancheti for SEBI submitted that appellant
has not cooperated with the audit team or the inspection team.
5
Adverting to appellant’s email dated December 26, 2016, he
submitted that appellant had prescribed strict timings to the
Chartered Accountant appointed by the SEBI. While making
reference to email dated December 28, 2016, he submitted that
appellant had expressly refused to furnish the financial books of
accounts on the premise that it was not the financial audit of the
Company. In substance, Mr. Sancheti submitted that no
interference is called for with the impugned order.
10. We have carefully considered the rival contentions and
perused the records.
11. Undisputed facts are, appellant is an RTA since 1969.
There are no earlier penalty orders except one warning. To a
pointed query, we were informed by Mr. Sancheti that a routine
audit was sought to be conducted. We have perused the email
dated 26.12.2016 referred by Mr. Sancheti and it reads thus:
“From: Helpdesk @ Computech
Sharecap<helpdesk@ computechsharecap.in>
To: "CA.MURALI MOHAN.V"
<[email protected]>
Date: Mon, Dec 26, 2016 at 1:32 PM
Subject: Re: Audit of SEBI Registered
Registrar_INR000003647
mailed computechsharecap.in
by
Dear Sir:
Welcome to Mumbai .
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Our office timings are 10.30 AM to 5 PM (with a break of 1
hour for lunch from 1 PM to 2 PM) and for the general public
from 11 AM to 3.30 PM.
You are welcome to commence audit from Tuesday 27-Dec-
2016 and we look forward to seeing y at 11 AM.
We trust you will have a pleasant stay in Mumbai .”
(Emphasis Supplied)
12. By the above email, appellant has informed the office
timings and welcomed the auditor. Appellant has also wished the
auditor a pleasant stay in Mumbai. We have perused the next
email dated 28.12.2016, referred by Mr. Sancheti. The relevant
paragraph reads thus:
“As for the financial Books of Accounts of Computech Sharecap
Limited, please note we are not a Listed Company. M/s. V M M.
& Co have been assigned as per SEBI letter, to audit from 01-
Apr-2013 to 31-Mar- 2016 with respect to only the listed
companies being served by our Registry. Hence, we Informed to
you verbally on Tuesday 27-Dec-2016 and also on Wednesday
28-Dec-2016 that the financial books of accounts of Computech
Sharecap Limited will not be furnished, as it is not a financial
audit of Computech Sharecap Limited.”
(Emphasis Supplied)
13. In addition to the above, it is written in the email that the
list of companies serviced by the appellant and other details
were already furnished. Though it was argued by Mr. sancheti
that SEBI is entitled to audit appellant’s books of accounts, we
may record that SEBI’s ‘right to audit’ is not the subject matter
of this appeal. Suffice to note that appellant took a view that the
audit was not for the financial books of accounts, but it was with
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respect to the services rendered by the appellant to the listed
companies. Since SEBI’s submission with regard to its power to
audit RTA’s books of accounts is not the subject matter of this
appeal, we have not examined the same in this appeal because
Mr. Venkataraman limited his argument only with regard to the
proportionality and has urged that in the facts of this case
suitable orders may be passed, while protecting appellant’s
continuance of business.
14. Admittedly, there were no complaints against the
appellant to conduct inspection and audit. It is also not disputed
that appellant has been functioning as an RTA since 1969. In the
two letters referred by Mr. Sancheti, we have not found any
objectionable language or intent. All that the appellant has
conveyed is the office timings and even wished the audit team a
‘pleasant stay’ in Mumbai. Mr. Venkataraman has made available
a tabular summary of action taken by SEBI in respect of other
RTAs for more serious violations and it reads as follows:
Sr.
No.
Particulars Violations/Charge Penalty
(1) 494 transfer requests were processed
1. Indus Portfolio
Private Ltd.
Order dated
March 13, 2023
Prohibition on
on taking new
clients for
a period of
three and a half
months.
(Paragraph 63)
based on fake signature cards.
Signatures of hundreds of
shareholders were found on single
sheet of paper. No explanation was
provided of how it was obtained.
(Paragraph 34 and 37)
- SEBI's Observation - Fraud under
PFUTP was alleged but was let off by
giving the benefit of doubt. However,
found to have acted negligently and
violated clause 3 of the Scheule (sic)
III r/w Regulation 13 of the RTA
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Regulations
(2) Non verification of Pan:
a. 611 transfer requests were
processed without verifying the
authenticity of PAN cards, and
requests were processed based on
fake PAN cards provided by the
sellers.
(Paragraph 27)
b. 601 transfer requests of two
entities were processed based on
same pan card for different sellers.
(Paragraph 25)
(3) Processing of transfer requests
absent signature of the transferor on
the documents. (Paragraph 37)
(4) Failure to verify the authenticity of
witness in the transfer deed and
source of signature card. Failed to
maintain high standards of integrity
in the conduct of its business and
fulfil its obligations.
(Paragraph 43)
(5) Substantial delay (53-417 days) in
resolving investor's grievances in
four instances. (Paragraph 59)
2. Link Intime
India Private
Ltd, RTA
Order dated
June 24, 2021.
(1) Misleading the SEBI Inspection
Censure
(Warning)
(Paragraph 25
Team by scanning the signatures of
50 Share Transfer Forms of Bharat
Gears Ltd and showing them as
genuine signature records.
(Paragraph 11(c) @Pg 29)
- SEBI's Observation - Given benefit
of doubt since the Noticee has
rectified it claiming it to be a
Bonafide mistake .
@Pg 40)
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(2) Non-maintenance of specimen
signatures. (Paragraph 11(a) @Pg
29)
(3) Processing of transfer requests
without issuing objection memos in
case of non-availability of specimen
signatures. (Paragraph 11(b) @Pg
29)
(1) Non-Co-operation and non-
submission of Documents like
transfer register, Demat request
forms, change of address and
change of bank accounts forms,
KYC updating requests and such
other documents to the inspection
team. (Charge - Regulation 18(1)
and 18(4) of the RTA Regulations
along with Clause 2 & 5 of the Code
of Conduct r/w Regulation 13 of the
RTA Regulations.)
[Paragraphs 42 to 47 @Pg 29 to
321]
(2) Non-Submission of Change of Bank
3. MCS Share
Transfer Agent
Limited
Order dated
April 29,
2022.
3,00,000/-
(Aggregate
Penalty)
(Paragraph 53
(@Pg 36).
Account Details to the inspection
team.
[Paragraph 37.5 @Pg 28]
(3) No Inward Processing.
[Paragraphs 13 & 17 @Pg 19 & 20]
(4) Non-compliance with common
agency requirements. [Paragraphs
18 to 22 @Pg 21 to 22]
(5) Issues with Issuance of duplicate
shares. [Paragraphs 23 to 34 @ Pg
22 to 27]
(6) Delay in updating address of
investor & Information regarding
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change of address not provided to
the investor. [Paragraph 38 to 41
@Pg 28 to 29] .
4. Accurate
Securities and
Registry
Private Ltd
(RTA)
Order dated
March 15,
2024.
(1) Providing wrong information and
4,00,000
(Aggregate
non-furnishing of required
information despite reminders.
(Charge - Regulation 18(1) and
18(4) of the RTA Regulations along
with (b) Clause 17 and Clause 18 of
the Code of Conduct r/w Regulation
13 of the RTA Regulations.)
[Paragraph 10A(v) @Pg 14]
Penalty)
Paragraph 17
@Pg 27]
(2) Non maintenance of quarterly
statement of capital adequacy.
[Paragraph 10A(ii) @Pg 13]
(3) Non-display of basic information
about the grievance redressal
mechanism. [Paragraph 10B(vii)
(@Pg 15]
(4) No inward processing. [Paragraph
10C(vi) @Pg 18]
(5) Failure to ensure continuity in data.
[Paragraph 10E(iii) @Pg 21]
(6) Non-implementation of the SEBI
Circular. [Paragraph 10F @Pg 21]
5. Cameo
Corporate
Services Ltd
November 30,
2009
(1) Failure to inform SEBI or the Stock
1,50,000
(Aggregate
Exchange about a serious issue like
issuance of fake share certificates.
(Paragraph 27 @Pg 12)
Penalty)
(Paragraph 37
@Pg 15)
(2) Failed to process the transfers of
shares nor did it return them with
objection memo within the required
time frame.
(Paragraph 23 @Pg 11)
(3) Deficiency in maintaining proper
records. (Paragraph 32 @Pg 14)
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15. A careful perusal of the violations committed by the other
RTAs and the penalty imposed on them vis-a-vis the alleged
violations against the appellant, shows that the direction
cancelling the registration in appellant’s case is far too harsh.
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16. In Brickworks Ratings India Private Ltd. v. SEBI relied
upon by the appellant, this Tribunal, referring to its earlier
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decision in Jindal Cotex Limited & Ors. V. SEBI has noted that
Regulation 26 and 27 of SEBI (Intermediaries) Regulations,
requires the competent authority to pass appropriate orders
keeping in view the measures indicated in Regulation 26. It is
further noted that punitive measures are a vital facet of Article
14 and disproportionate punitive measure which is not
commensurate with the violation would be totally violative of
Article 14 of the Constitution of India. We respectfully agree with
that view. In Brickwork Ratings, its registration as a Credit
Rating Agency was cancelled.
17. Keeping in view, the gravity of violations, we are of the
considered opinion that cancellation of appellant’s registration is
extremely harsh. Considering Mr. Venkataraman’s submissions,
in our view, ends of justice would be met by modifying the
direction suitably.
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Appeal No.694 of 2022 decided on June 6, 2023
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Appeal No.76 of 2023 decided on February 23, 2023
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18. Hence, the following:
ORDER
i. Appeal is allowed in part .
ii. Order dated June 11, 2021 passed by the WTM, SEBI
is modified restraining the appellant from on-
boarding or accepting any new client for a period of
one year from today.
iii. Pending interlocutory application(s), if any, stand
disposed of.
iv. No costs.
Justice P.S. Dinesh Kumar
Presiding Officer
Ms. Meera Swarup
Technical Member
Dr. Dheeraj Bhatnagar
Technical Member
18.03.2026
RHN
RAJALA
KSHMI
H NAIR
Digitally signed by
RAJALAKSHMI H NAIR
Date: 2026.03.18
11:55:10 +05'30'