Order in respect of Titan Alloys Limited and Shri Himmatbhai Odhavjibhai Naliyapara

In respect of Titan Alloys Limited and Shri Himmatbhai Odhavjibhai Naliyapara 1. Titan Alloys Limited (hereinafter referred to as 'Titan Alloys' or ‘the company’) is a company incorporated under the Companies Act, 1956 having its registered office at Plot no. 193/194, Village - Gonda, Taluka - Eightpuri, Nashik, PIN 422 403, Maharashtra. The shares of the company are listed on 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 companies including Titan Alloys did not obtain SCORES authentication within the time period specified in the aforementioned circular, 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 advertisement, failing which SEBI would be constrained to initiate appropriate enforcement actions. However, the company still failed to obtain SCORES authentication. It was also observed that six investor complaints were pending against the company. SEBI vide its letter dated February 15, 2013 once again advised the company to obtain SCORES authentication and to redress the investor complaints pending against it but the said letter returned undelivered with remarks 'no such company'. 3. Since the company did not obtain SCORES authentication and failed to redress the investors' grievances, SEBI issued Show Cause Notices (SCNs) dated March 28, 2013 and April 18, 2013 to the company and its director, Shri Himmatbhai Odhavjibhai Naliyapara (hereinafter referred to as 'Shri Naliyapara'), respectively, calling upon them to show cause as to why suitable directions including direction to restrain the company from accessing the securities market for a specified period and restraining the director from accessing the securities market for a specified period should not be passed under section 11B of the SEBI Act. The SCN was issued to the company at its registered office address and two other alternate addresses, as obtained from the Stock In respect of Titan Alloys Limited

Exchanges where the scrip is listed. As no confirmation of delivery of SCN was received from the registered office address and the SCN returned undelivered from the alternate addresses of the company with remarks 'shifted', the SCN was once again sent by Registered Post Acknowledgement Due to the registered office address of the company and alternated addresses of the company and on January 27, 2014 and January 06, 2014, respectively. The SCN was delivered at the registered office address of the company, but the delivery proof was acknowledged by one Mosdorfer India Pvt. Ltd. It was observed from the website of Ministry of Corporate Affairs that there is no change in the registered office address of the company. The SCNs returned undelivered with remarks 'not known' from the two alternate addresses. Therefore, the aforesaid SCN was served by way of affixture on the premises of two alternate addresses in Mumbai of the company on January 29, 2014 and January 30, 2014. 4. Replying to the SCN, Shri Naliyapara vide his letter dated May 2, 2013 inter alia submitted that he had resigned from the company with effect from December 01, 2001. In support of his submissions Shri Naliyapara vide his letter dated January 12, 2014 submitted copies of his letter of resignation, letter of acceptance of resignation by the company, Form no. 32 pertaining to resignation, receipt of filing of Form no. 32 and pay order for ₹ 4,500 submitted towards filing fees.

Shri Naliyapara requested SEBI to withdraw the SCN against him since the matter pertains to post-resignation period. 5. An opportunity of personal hearing was accorded to the company on April 09, 2014. The notice dated March 26, 2014 to that effect was issued to the company on its registered office address and alternate address in Mumbai. The notice issued on registered office address was delivered but the delivery proof was acknowledged again by Mosdorfer India Pvt. Ltd. The notice of hearing returned undelivered from the alternate addresses of the company with remark 'left' and thereafter the same was duly served by way of affixture on the premises of the alternate addresses of the company on March 27, 2014 and April 01, 2014. However the company chose not to appear for the personal hearing on the scheduled date. 6. 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.

7. SEBI observed that there was only one director of the company namely, Shri Naliyapara, as indicated on the website of Ministry of Corporate Affairs. On considering the copies of Shri Naliyapara's resignation later dated November 17, 2001, letter dated December 01, 2001 of company accepting of resignation, Form no. 32 pertaining to resignation, receipt of filing of Form no. 32 and pay order for ₹ 4,500 submitted towards filing fees as submitted by Shri Naliyapara, I find that these documents indicate that he had resigned from the post of director in November 2001 and he was not a director of the company during the relevant period. I, therefore, give benefit of doubt to Shri Naliyapara. It appears that the company might not have filed the updated list of directors to Registrar of Companies (RoC), therefore, 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 Titan Alloys Limited. 8. I note that the company has not obtained SCORES authentication, as required under SEBI circular dated August 13, 2012, till date.

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

Sr. Complaint (New) Nature of Complaint Date of Receipt no. Registration No. 1 SEBIP/MH10/9110953/1 Non-receipt of Dividend 21-May-2010 2 SEBIP/MH11/0002828/1 Non-receipt of Dividend 08-July-2011 3 SEBIP/MH11/0003513/1 Non-receipt of Dividend 01-Aug-2011 4 SEBIP/MH11/0003513/2 Non-receipt of any correspondence. etc. 01-Aug-2011 5 SEBIP/MH11/9115367/1 Non-receipt of Dividend 25-Mar-2011 6 SEBIE/MH13/0000109/1 Non-receipt of any correspondence, etc. 02-Jan-2013

Table II - Categories of complaints

Nature of Complaints No. of complaints Non-receipt of Dividend 4 Non-receipt of any correspondence. etc. 2 Total 6 9. I note that the investors' complaints are pending unresolved since the year 2010. The complaints pertain to non-receipt of dividend and non-receipt of any correspondence etc. 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 Titan Alloys 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. 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: June 03rd, 2014 RAJEEV KUMAR AGARWAL Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA