Order in respect of M/s Tria Fine Chem Limited

WTM/RKA/OIAE/19/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under sections 11B of the Securities and Exchange Board of India Act, 1992

In respect of M/s Tria Fine Chem Limited 1. M/s Tria Fine Chem Limited (hereinafter referred to as 'Tria Fine' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at 15 Satam Industrial Estate, Cardinal Gracious Road, Chakala, Andheri, Mumbai - 400099, Maharashtra. The shares of the company are listed on the Bombay Stock Exchange Limited (BSE), the Ahmedabad Stock Exchange Limited (ASE) and the Delhi Stock Exchange Limited (DSE). 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 company including Tria Fine 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, the company 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, the company still failed to obtain SCORES authentication. SEBI vide its letter dated February 15, 2013 once again advised the company to obtain SCORES authentication and to redress the six investor complaints pending against it but the said letter returned undelivered from the registered office address of the company with remarks 'door/office closed'. 3. Since the company did not obtain SCORES authentication and failed to redress the investor grievances, SEBI issued a Show Cause Notice (SCN) dated March 28, 2013, to the company calling it upon 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. However, the aforesaid SCN returned undelivered from the registered office address of the company with remarks 'shifted'. 4. It was observed from the website of Ministry of Corporate Affairs that there is no change in the registered office address of the company. Further, the company has defaulted in filing Form DIN3/ Form 32 with Registrar of Companies (ROC). Therefore, details regarding the directors of the company are not available.

Order in respect of M/s Tria Fine Chem Limited

5. On January 06, 2014, the SCN was once again 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 SCN was served by way of affixture at the registered office premises of the company on January 29, 2014. 6. An opportunity of personal hearing was accorded to the company on March 18, 2014. The notice dated February 28, 2014 to that effect was issued to the company. The notice returned undelivered from the registered office of the company with remark 'left'. Therefore, the notice of personal hearing was duly served on the company by way of affixture on the registered office address premises on March 6, 2014. However the company chose not to appear for the personal hearing on the scheduled date. 7. 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. 8. 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 six investors’ complaints pending against the company for redressal, as mentioned in the following Tables:

Table I - Details of the complaints Complaint (New) Sr. no. Nature of Complaint Date of Receipt Registration No. 1 SEBIP/MH06/9108566/1 Non receipt of Dividend 18-Jan-2006 2 SEBIP/MH10/9111879/1 Non receipt of Dividend 24-Jun-2010 3 SEBIP/MH11/9102288/1 Non-receipt of shares after Transfer 04-May-2011 Non receipt of shares in Public/ Rights issue 30-Mar-2011 4 SEBIP/MH11/9115359/1 (including allotment letter) 5 SEBIP/MH98/9107791/1 Non receipt of refund in Public/Rights issue 05-Aug-1998 6 SEBIP/MH99/9108229/1 Non-receipt of shares after Transfer 07-Jan-1999

Table II - Categories of complaints Nature of Complaints No. of complaints Non receipt of Dividend 2 Non-receipt of shares after Transfer 2 Non receipt of shares in Public/ Rights issue (including 1 allotment letter)

Non receipt of refund in Public/Rights issue 1 Total 6 9. I note that the investors' complaints are pending unresolved since the year 1998. The complaints pertain to non-receipt of dividend, non-receipt of share certificates after transfer, non-receipt of shares in Public/ Rights issue (including allotment letter) and non-receipt of refund in Public/Rights issue. In addition to the obligations under the provisions of Companies Act, 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. 10. 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 Tria Fine Chem Limited 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. 11. As the company is in default of filing 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 failure of M/s Tria Fine Chem Limited.

12. This Order shall come into force with immediate effect. A copy of this Order shall also be served upon the depositories and stock exchanges for necessary action.

Date: May 15th, 2014 R A J E E V KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA