Order in respect of M/s. Sparkle Foods Ltd.

1. M/s Sparkle Foods Ltd. (hereinafter referred to as “Sparkle” or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office address at R-385 T.T.C Industrial Area, Thane Balapur Rd, Tetali, Thane. The shares of the company are listed on the Bombay Stock Exchange Limited (BSE), the Ahmedabad Stock Exchange Limited (ASE) and the Madras Stock Exchange Limited (MSE). 2. SEBI vide circular no. CIR/OIAE/1/2012 dated August 13, 2012 directed all companies whose securities are listed on stock exchanges to obtain SCORES authentication by September 14, 2012. However, certain companies including Sparkle did not obtain SCORES authentication within the time period specified in the aforementioned circular. Therefore, a public notice was issued on January 13, 2013, advising inter alia, Sparkle to obtain SCORES authentication within seven days from the date of the public notice, failing which SEBI would be constrained to initiate appropriate enforcement actions. However, Sparkle still failed to obtain SCORES authentication. It was also observed that there were four investor complaints pending against Sparkle. 3. Vide its letter dated February 15, 2013 SEBI advised Sparkle to obtain SCORES authentication and to redress the four investor complaints pending against it. The said letter was issued to the company at its alternate address i.e. 517 / A, Panchratna, 14 M Parmanand Marg, Opera House, Mumbai - 400 004, as obtained from the Stock Exchanges where the scrip is listed. However, the said letter was returned undelivered from the alternated address of the company. 4. SEBI also issued a Show Cause Notice (SCN) dated March 28, 2013, to the company calling upon it to show cause as to why suitable directions including direction of restraining the company from accessing the securities market for a specified period should not be issued under section 11B of SEBI Act 1992. The SCN was issued to the company at its registered office address and also at its alternate address. The aforesaid SCN was delivered to the company's registered office address but from its alternate address the SCN returned undelivered with remarks 'shifted'.

In respect of M/s Sparkle Foods Ltd.

5. Sparkle did not submit reply to the SCN. Therefore, on January 03, 2014, a reminder letter enclosing a copy of the SCN was sent to the company by Registered Post Acknowledgement Due on the registered office address of the company, which returned undelivered with remarks ‘left'. Thereafter, the reminder letter enclosing the SCN was served by way of affixture at the registered office address and the alternate address of the company on January 30, 2014 and February 1, 2014, respectively. 6. It was observed from the website of Ministry of Corporate Affairs that there is no change in the registered office address of the company and the company is shown to be existing on its aforementioned registered office. However, the company has defaulted in filing Form DIN3/ Form 32 with Registrar of Companies (RoC) and the correspondences sent upon the said registered office address and the company's alternate address are not being delivered. 7. An opportunity of personal hearing was granted to the company on May 13, 2014. The notice dated April 25, 2014 to that effect was issued to the company. The notice returned undelivered from both the office addresses of the company with remark 'left'. Therefore, the notice of personal hearing was duly served on the company by way of affixture on both the office addresses on April 28, 2014. However the company chose not to appear for the personal hearing on the scheduled date. 8. I note that sufficient opportunities have been granted to the company and it is not keen to avail the same. I further note that the company has even not filed any written reply/submission to the SCN. In view of these facts and circumstances, I deem it appropriate to decide the matter on the basis of material available on record. 9. I note that till date, the company has not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012. I further note from the SCN that there were four investors’ complaints pending against the company for redressal, as mentioned in the following tables Table I - Details of the complaints

Sr. Complaint (New) Nature of Complaint Date of Receipt no. Registration No. SEBIP/MH09/9101915/1 Non-receipt of shares after Transfer 18/2/2009 1 SEBIP/MH09/9101928/1 Non-receipt of shares after Transfer 19/2/2009 2 SEBIP/MH11/9108945/1 Non-receipt of shares after Transfer 11/01/2011 3 SEBIP/MH11/9109078/1 Non-receipt of shares after Transfer 11/01/2011 4

10. I note that investors' complaints are pending unresolved since the year 2009. The complaints pertain to non-receipt of share certificates after transfer. In addition to the obligations under the provisions of Companies Act 1956, the company is also under an obligation to redress all investors' complaints in terms of the advice/directions of SEBI, in view of the provisions of section 11 of the SEBI Act. However, the company has not shown any tenacity in resolving the investors’ grievances and in spite of repeated advices of SEBI, the said investors' grievances are still pending, till date. 11. Failure to redress investors’ grievances, by a listed company adversely affects the confidence of investors in the securities market. In view of the foregoing, I am of the view that it is a fit case to issue appropriate directions under sections 11B of the SEBI Act against the company as contemplated in the show cause notice issued to it. I, therefore, in exercise of the powers conferred upon me under section 19 of the SEBI Act read with sections 11 and 11B thereof, hereby restrain and prohibit M/s Sparkle Foods Ltd. from accessing the securities market and from buying, selling or dealing in securities, directly or indirectly, in whatsoever manner, till all the investors' grievances against it are resolved and it obtains SCORES authentication in terms of the SEBI circular dated August 13, 2012. The aforesaid direction is without prejudice to any other action that may be taken against the company and its directors in accordance with law. 12. This Order shall come into force with immediate effect.

13. A copy of this Order shall also be served upon the depositories and stock exchanges for necessary action. 14. As M/s Sparkle Foods Ltd has failed to file Form DIN3/ Form 32 with the RoC, a copy of this Order shall be forwarded to the RoC, Mumbai for information and action that may be deemed appropriate in respect of this failure.

Date: September 22nd, 2014 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA