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8/10/2019 Adjudication Order in respect of M/s Ishita Finstock Limited in the matter of M/s Gangotri Textiles Limited
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Adjudication Order in respect of M/s Ishita Finstock Limited in the matter of M/s Gangotri Textiles Limited
Page 1 of 28 December 31, 2014
BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA
[ADJUDICATION ORDER NO. JJ/AK/AO-177/2014]
UNDER SECTION 15-IOF SECURITIES AND EXCHANGE BOARD OF INDIA
ACT, 1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING
INQUIRY AND IMPOSING PENALTIES BY ADJUDICATING OFFICER) RULES,
1995
In respect of
M/s Ishita Finstock Limited
(PAN No. AAACI4661A)
In the matter of Gangotr i Textiles Limited
FACTS OF THE CASE IN BRIEF
1. Securities and Exchange Board of India (hereinafter referred to as SEBI )
conducted investigation in respect of buying, selling and dealing in the
shares of Gangotri Textiles Limited (hereafter referred to as
Gangotri/Company/scrip ), during the period from April 07, 2006 to
May 31, 2006 (hereinafter referred to as Investigation Period ). The
shares of Gangotri are listed on the BSE Limited (hereinafter referred to as
BSE ), National Stock Exchange (hereinafter referred to as NSE ),
Calcutta Stock Exchange, Madras Stock Exchange and Coimbatore Stock
Exchange, but during the investigation period the scrip was traded only at
NSE and BSE.
Price-Volume Analysis:
2. Before Investigation Period (January 2006 to April 6, 2006): It was observed
that the scrip of Gangotri was not listed in NSE during January 2006 to April
6, 2006 and it was only traded in BSE. The highest price during this period
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Adjudication Order in respect of M/s Ishita Finstock Limited in the matter of M/s Gangotri Textiles Limited
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was`52.25 (intra day high on February 6, 2006) and lowest price during
this period was ` 40.55 (intra day low on March 28, 2006). The average
daily traded quantity during this period was for 77,036 shares.
3. During Investigation Period (April 7, 2006 to May 31, 2006):The scrip of
Gangotri was traded in both NSE & BSE. Details of price volume data at
BSE & NSE for the period April 07, 2006 to May 31, 2006 are as follows:-
It was observed that during investigation period the price of the scrip
went up by 33.24% in BSE and 26.88% in NSE while the Sensex
recorded a decrease of 12.21% (from 11845.13 on April 07, 2006 to
10398.61 on May 31, 2006) and Nifty recorded a decrease of 12.89%
(from 3525.6 on April 07, 2006 to 3071.05 on May 31, 2006).
The price of the scrip mainly increased from April 20, 2006 to May 05,
2006, i.e. during these 12 trading days, the price of the scrip has
increased from ` 41.2 / 43 (NSE/BSE) on April 19, 2006 to
`71.05/70.95 (NSE/BSE) on May 05, 2006 a rise of 72.45%/65%
(NSE/BSE) along with volume spurt.
As on March 06, 2013 the price of the scrip at NSE and BSE was
`2.55 and`2.24 respectively.
4. After Investigation Period (June 2006 to December 2006): The scrip of
Gangotri was opened at `45.95 / 45.2 (NSE/BSE) on June 1, 2006 and
closed at`27.35 / 26.7 (NSE/BSE) on December 29, 2006. The highest
price during this period was `46.25 in (intra day high on June 2, 2006) in
NSE and`46.65 (intra day high on June 5, 2006) in BSE. The lowest price
Exchange Open High Low Close Volume AverageDailyVolume
BSE 53.25April 07, 2006
70.95May 05, 2006
43.00April 19, 2006
44.35May 31, 2006
8941975 241675
NSE 56.00April 07, 2006
71.05May 05, 2006
41.25April 19, 2006
45.40May 31, 2006
6816750 184236
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Adjudication Order in respect of M/s Ishita Finstock Limited in the matter of M/s Gangotri Textiles Limited
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during this period was`24 (intra day low on December 13, 2006) in both
NSE and BSE. The average daily traded quantity during this period was for
34,080 / 43,717 (NSE/BSE) shares.
5. The role of the entities who had traded in the scrip of Gangotri was
scrutinized. It was observed during the investigation period that certain
entities collectively referred to as Vishvas Group namely, Sunita Gupta
(hereinafter referred to as "Sunita"), Purshottam Khandelwal (hereinafter
referred to as "Purshottam") Cosmo Corporate Services Limited
(hereinafter referred to as "Cosmo"), Ishita Finstock Limited (hereinafter
referred to as "Ishita"), Master Finlease Limited (hereinafter referred to as
"Master" ), Avisha Credit capital Limited (hereinafter referred to as
"Avisha" ), Vishvas Projects Limited (hereinafter referred to as "VPL" ),
Praveen Poddar (hereinafter referred to as "Praveen" ), Quantum Global
Securities and Leasing Company Limited (hereinafter referred to as
Quantum ), Mefcom Securities Limited (hereinafter referred to as
Mefcom ), ISF Securities Ltd (hereinafter referred to as ISF ), Vishvas
Securities Limited (hereinafter referred to as VSL ), Anupama
Communications Private Limited (hereinafter referred to as Anupama )and SIC Stock Brokers and Services Private Limited (hereinafter referred to
as SIC ) had allegedly executed synchronized trades, circular trades and
reversal trades among themselves and traded in significant variation to the
Last Traded Price (LTP) in the shares of Gangotri.
6. It was alleged that one of the entity M/s Ishita Finstock Limited (hereinafter
referred to as "Ishita"/"Noticee") had violated the provisions of section
12A(a), 12A(b), 12A(c) of Securities and Exchange Board of India Act, 1992
(hereinafter referred to as "SEBI Act" ) and Regulations 3(a), 3(b), 3(c),
3(d), 4(1), 4(2)(a), 4(2)(e) and 4(2)(g) of SEBI (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Markets) Regulations, 2003
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(hereinafter referred to as PFUTP Regulations )and therefore, liable for
monetary penalty under section 15HA of SEBIAct.
APPOINTMENT OF ADJUDICATING OFFICER
7. Shri Piyoosh Gupta was appointed as Adjudicating Officer, vide order dated
August 08, 2013 under section 15-I of Securities and Exchange Board of
India Act, 1992 (hereinafter referred to as SEBI Act ) and rule 3 of SEBI
(Procedure for Holding Inquiry and Imposing Penalties by Adjudicating
Officer) Rules, 1995 (hereinafter referred to as Rules ) to enquire into and
adjudge under section 15HA of the SEBI Act for the alleged violations of
provisions of section 12A(a), 12A(b), 12A(c) of SEBI Act and Regulations
3(a), 3(b), 3(c), 3(d), 4(1), 4(2)(a), 4(2)(e) and 4(2)(g) of PFUTP
Regulations by Ishita. Consequent, to the transfer of Shri Piyoosh Gupta,
the undersigned was appointed as Adjudicating Officer vide order dated
November 08, 2013 to enquire and adjudge the matter
SHOW CAUSE NOTICE, HEARING AND REPLY
8. Show Cause Notice reference no. EAD/JJ/AK/32187/2013 dated
December 12, 2013 (hereinafter referred to as SCN) was issued to the
Noticee under rule 4(1) of the Rules to show cause as to why an inquiry
should not be held against the Noticee and penalty be not imposed under
section 15HA of SEBI Act for the alleged violations specified in the said
SCN. The said SCN was sent at the address of the Noticee i.e. at "16,
Kalyan Building, Kuvada Road, opposite Siddhi Vinayak Travels, Rajkot, Gujarat"
which was delivered as per the acknowledgement card received.
9. In the interest of natural justice and in order to conduct an inquiry as per
rule 4(3) of the Rules, the Noticee was granted an opportunity of personal
hearing on February 28, 2014 at SEBI, Head Office, Mumbai, vide notice
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dated February 11, 2014. The said Notice of hearing dated February 11,
2014 was delivered at the aforesaid address as per the acknowledgement
card received. However, it is observed that the Noticee have neither
submitted any reply nor did it avail the opportunity of personal hearing.
Further, in the interest of natural justice and in order to conduct an inquiry
as per rule 4(3) of the Rules, the Noticee was granted a final opportunity of
personal hearing on May 29, 2014 at SEBI, Head Office, Mumbai, vide
notice dated May 08, 2014.The said Notice of hearing dated May 08, 2014
was returned undelivered from the aforesaid address.
10. Thereafter, it was observed from Ministry of Corporate Affairs (MCA)
website that the registered address of the Noticee has changed to "135/136
Star Chamber Harihar Chowk, Rajkot, Gujarat - 360001". Thus, in order to
conduct an inquiry as per rule 4(3) of the Rules and in the interest of natural
justice, the Noticee was granted a final opportunity of personal hearing on
August 26, 2014 at SEBI, Head Office, Mumbai, vide notice dated August
07, 2014. A copy of SCN dated December 12, 2013 was also enclosed with
the notice dated August 07, 2014.The said Notice of hearing dated August
07, 2014 was sent at the new registered office of the Noticee i.e. at135/136
Star Chamber Harihar Chowk, Rajkot, Gujarat - 360001, which was also
returned undelivered.
11. In the interest of natural justice and in order to conduct an inquiry as per
rule 4(3) of the Rules, the Noticee was again granted a final opportunity of
personal hearing on December 19, 2014 at SEBI, Head Office, Mumbai,
vide notice dated November 26, 2014. A copy of SCN dated December 12,
2013 was also enclosed with the notice dated November 26, 2014. As per
rule 7(c) of the Rules the said notice of hearing dated November 26, 2014
along with SCN dated December 12, 2013 was affixed at the old address of
the Noticee as well as at the new registered address of the Noticee
available with SEBI i.e. at "16, Kalyan Building, Kuvada Road, opposite Siddhi
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Vinayak Travels, Rajkot, Gujarat" and at"135/136 Star Chamber Harihar Chowk,
Rajkot, Gujarat - 360001", on December 01, 2014 (affixture report is present
on record). Form the documents available on record, it is observed that the
Noticee neither appeared on December 19, 2014 nor submitted any reply to
the SCN.
12. In view of the aforesaid steps taken, I am convinced that opportunities have
been given to the Noticee to explain its case. As per rule 4(7) of the Rules,
if any person fails, neglects or refuses to appear as required by sub-rule (3)
before the Adjudicating Officer, he may proceed with the inquiry in the
absence of such person after recording the reasons therefor. Despite
having been given the opportunity of being heard, the Noticee had failed to
avail of the same. I am, therefore, compelled to proceed with the matter ex-
partebased on the material available on record.
CONSIDERATION OF ISSUES AND FINDINGS
13. After perusal of the material available on record, the issues that arise for
consideration in the present case are as under:
A. Whether the Noticee have violated the provisions of section 12A(a),
12A(b), 12A(c) of SEBI Act and Regulations 3(a), 3(b), 3(c), 3(d), 4(1),
4(2)(a), 4(2)(e) and 4(2)(g) of PFUTP Regulations?
B. Whether the Noticee is liable for monetary penalty under section 15HA
of the SEBI Act ?
C. What quantum of monetary penalty should be imposed on the Noticee
taking into consideration the factors mentioned in Section 15J of SEBI
Act ?
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FINDINGS
14. On perusal of the material available on record and giving regard to the facts
and circumstances of the case, I record my findings hereunder:
ISSUE 1:Whether the Noticee have violated the provisions of section
12A(a), 12A(b), 12A(c) of SEBI Act and Regulations 3(a), 3(b),
3(c), 3(d), 4(1), 4(2)(a), 4(2)(e) and 4(2)(g) of PFUTP
Regulations?
15. Before moving forward, it will be appropriate to refer to the relevant
provisions of SEBI Act and PFUTP Regulations, which read as under:
SEBI Act
Prohibition of manipulative and deceptive devices, insider trading and
substantial acquisition of securities or control.
Section 12A.No person shall directly or indirectly
(a)use or employ, in connection with the issue, purchase or sale of anysecurities listed or proposed to be listed on a recognized stock
exchange, any manipulative or deceptive device or contrivance incontravention of the provisions of this Act or the rules or the
regulations made thereunder;
(b) employ any device, scheme or artifice to defraud in connection withissue or dealing in securities which are listed or proposed to be listed
on a recognised stock exchange;
(c) engage in any act, practice, course of business which operates orwould operate as fraud or deceit upon any person, in connection with
the issue, dealing in securities which are listed or proposed to be listed
on a recognised stock exchange, in contravention of the provisions of
this Act or the rules or the regulations made thereunder;
PFUTP Regulations
Regulation 3: - Prohibition of certain dealings in securities
3.No person shall directly or indirectly
(a)buy, sell or otherwise deal in securities in a fraudulent manner;
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(b) use or employ, in connection with issue, purchase or sale of anysecurity listed or proposed to be listed in a recognized stock exchange,
any manipulative or deceptive device or contrivance in contravention of
the provisions of the Act or the rules or the regulations made
thereunder;
(c) employ any device, scheme or artifice to defraud in connection withdealing in or issue of securities which are listed or proposed to be listedon a recognized stock exchange;
(d)engage in any act, practice, course of business which operates or wouldoperate as fraud or deceit upon any person in connection with any
dealing in or issue of securities which are listed or proposed to be listed
on a recognized stock exchange in contravention of the provisions of the
Act or the rules and the regulations made thereunder.
Regulation 4:-Prohibition of manipulative, fraudulent and unfair trade practices
(1) Without prejudice to the provisions of regulation 3, no person shall indulge in
a fraudulent or an unfair trade practice in securities.(2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade
practice if it involves fraud and may include all or any of the following,
namely:-
(a) indulging in an act which creates false or misleading appearance oftrading in the securities market;
(b)..(c) ..(d)..;(e) any act or omission amounting to manipulation of the price of a
security;
(f) .(g)entering into a transaction in securities without intention of performing
it or without intention of change of ownership of such security;
Connections between Vishvas Group entities:
16. From the documents available on records, following details were observed
with respect to the connection between Vishvas Group entities:
Sr.No
Entity Name(Brokers Name)
Connection w ith other entities ofGroup
Traded Qty. (DuringInvestigation Period)
1 Master Finlease Ltd.(Integrated Mastersecurities Pvt. Ltd.)
Same address as Avisha CreditCapital & Vishvas Projects Ltd.(Mefcom Agro. Industries Ltd.)
Share holder in Vishvas
BSE: Buy-38000Sell-18386
NSE: Buy-20500Sell-111400
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securities Ltd. (UnlistedCompany - 19.24%shareholding as on 30.09.2006)
Off market transfers withVishvas Securities limited.
2 Purshottam Khandelwal
(SIC Stock and ServicesPvt. Ltd.)
Off Market Transfers fromAnupama Communications Pvt.Ltd.
Entered into Synchronizedtrades with entities at sr. no. 8,9.
BSE: Buy 2927835
Sell 2882486NSE:-Buy-NIL
Sell-NIL
3 Anupama CommunicationsPvt. Ltd.
Transferred shares off marketto Purshottam Khandewal.
Directors of AnupamaCommunications Pvt. Ltd. (Rakesh Mishra, Ram dutt joshi)are also directors in Cosmocorporate services Ltd.
Nil Trading at BSEand NSE
4 Cosmo Corporate Serviceslimited.(Integrated Mastersecurities Ltd.)
Entered into Off MarketTransfers with Master FinleaseLtd.
Entered into Synchronizedtrades with entities at sr. no.6,7,8,9.
BSE:Buy-445643Sell-320630
NSE:Buy-401520Sell-471184
5 ISF Securities limited(BSE:-Sam GlobalSecurities Ltd.NSE:-ISF Securities Ltd.)
Off Market Transfers fromMaster Finlease Ltd.
Entered into Synchronizedtrades with entities at sr. no.6,7,8,9.
BSE:Buy-389748Sell-338795
NSE:Buy-453396Sell-368574
6 Quantum Global Securitiesand leasing company Ltd.
Entered into Synchronizedtrades with entities at sr. no. 4,5, 7, 10, and 12.
BSE: Buy-NILSell-NILNSE:Buy-302095
Sell-286835
7 Ishita Finstock Ltd.(Vishvas securities Ltd .)
Entered into large no. ofSynchronized trades withentities at sr. no. 1, 4, 5, 6, and10.
BSE: Buy-NILSell-NIL
NSE:Buy1953803Sell-1569204
8 Praveen Poddar(TCP Stock Brokers Ltd)
Entered into large no. ofSynchronized trades withentities at sr. no. 2, 4, 5, 9 and10.
BSE:Buy-460990Sell-460990
NSE:-Buy-NILSell-NIL
9 Sunita Gupta(Parasram Holdings)
Entered into large no. ofSynchronized trades withentities at sr. no. 2, 4, 5, 8 and10.
BSE:Buy-342246Sell-342246
NSE:-Buy-NILSell-NIL
10 Mefcom Securities limited(Mefcom Securities limited)
Same address, same e-mail Id,same director (Vijay Mehta) asof Mefcom infrastructure projectLimited. And director (vijaymehta) belongs to promoter
BSE:Buy-443942Sell-348370
NSE:Buy-610646Sell-667122
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group of Vishvas Projects Ltd.(Formerly Known as Mefcomagro Industries Ltd.)
11 Avisha Credit capital Ltd.(Shriram Insight ShareBrokers Ltd.)
Holder of 25% stake in VishvasSec Ltd. (Unlisted Co.) 337380Shares as on 30.09.2006.
Same address as Vishvasprojects Ltd. (mefcom AgroIndustries Ltd.) & MasterFinlease Ltd.
Directors of Avisha CreditCapital Ltd.( Shubha Jhindal,Vijay Jhindal, & Rakesh
Agarwal) are also directors inMaster Finlease Ltd.
BSE: Buy-50000Sell-NIL
NSE:-Buy-NIL
Sell-NIL
12 Vishvas Securities Ltd.(Vishvas Securities Ltd.)
Old Address of Mefcom AgroIndustries Limited same asaddress of Vishvas SecuritiesLtd. i.e. 912, Kailash Building,Kasturba Gandhi Marg, NewDelhi".
Off market transfer to MasterFinlease Ltd., SIC Stock andServices Pvt. Ltd. (8/7/2006,50000 shares) and AvishaCredit Capital Ltd.
Avisha Credit capital Ltd. andMaster Finlease Ltd. were theshareholders of VishvasSecurities Ltd. as on30.9.2006.(Unlisted Co.)
Atul Joshi one of the director ofVishvas Securities Ltd. is alsodirector in Mefcom AgroIndustries Ltd.
BSE: Buy-NILSell-NIL
NSE:Buy-134460Sell-118661
13 Vishvas Projects limited(Formerly Known asMefcom Agro IndustriesLtd.(Mefcom Securities Ltd)
Same address as Avisha CreditCapital & Master Finlease.
BSE:Buy-100000Sell-NIL
NSE:-Buy-NILSell-NIL
14 SIC Stocks and ServicesPvt. Ltd.
Received 50,000 shares from
Vishvas Securities Ltd. throughoff market.
Holding 10.7% shares inMefcom Agro Industries Ltd.(listed company) as on20/9/2006.
Transfer of substantial amountto avisha credit capital Limitedas per bank statements.
NIL Trading at BSE &NSE
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From the above table I find the following:
The members of Vishvas Group namely, Purshottam, Ishita, Cosmo,
Praveen, Sunita, Master, Quantum, VPL, Avisha, Mefcom, ISF, VSL,Anupama and SIC are connected to each other.
Noticee had traded through broker Vishvas Securities Limited in the
scrip of Gangotri at NSE.
17. Traded quantity of Vishvas Group at BSE and NSE (During Investigation
Period) is as under:-
From the above table I find the following:
Nine members of Vishvas Group namely, Master, Purshottam,
Cosmo, ISF, Praveen, Sunita, Mefcom, Avisha and VPL had traded
in the scrip of Gangotri at BSE.
Sr.No.
Members ofVishvas Group
Traded quantity (During Investigation Period)
BSE NSE
Buy Sell Buy Sell
1 Master 38000 18386 20500 111400
2 Purshottam 2927835 2882486 0 0
3 Anupama 0 0 0 0
4 Cosmo 445643 320630 401520 471184
5 ISF 389748 338795 453396 368574
6 Quantum 0 0 302095 286835
7 Ishita0 0 1953803 15692048 Praveen 460990 460990 0 0
9 Sunita 342246 342246 0 0
10 Mefcom 443942 348370 610646 667122
11 Avisha 50000 0 0 0
12 VSL 0 0 134460 118661
13 VPL 100000 0 0 0
14 SIC 0 0 0 0
Total 5198404 4711903 3876420 3592980
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Seven members of Vishvas Group namely, Master, Cosmo, ISF,
Quantum, Ishita, Mefcom and VSL had traded in the scrip of
Gangotri at NSE.
Total buy and sell quantity of the members of Vishvas Group at BSE
is 51,98,404 shares and 47,11,903 shares respectively.
Total buy and sell quantity of the members of Vishvas Group at NSE
is 38,76,420 shares and 35,92,980 shares respectively.
Noticee had bought 19,53,803 shares of Gangotri and sold
15,69,204 shares of Gangotri at NSE.
TRADE CONCENTRATION
AT NSE:
18. From the trade & order log and documents available on record, I find that
total traded volume of the scrip of Gangotri during investigation period was
68,16,750 shares. During the investigation period, the trading details of top
10 trading brokers were analyzed and found that they had contributed72.8% (49,62,603 shares) and 69.4% (47,33,357 shares) of the gross buy
and gross sell respectively. Further, it is observed that the Noticee's broker
VSL appeared in top 10 trading brokers by gross buy and gross sell.
Noticee's broker VSL was the highest contributor to both gross buy and
gross sell with 36.3% (24,77,101 shares) and 26.6% (18,15,976 shares) of
total market quantity respectively.
19. During investigation period, the trading details of top 10 trading clients were
analyzed and found that they had contributed 67.42% (45,95,836 shares)
and 59.85% (40,80,121 shares) of the gross buy and gross sell
respectively. Further, it is observed that out of top 10 trading clients, six
members of Vishvas Group namely, Ishita, Mefcom, ISF, Cosmo, Quantum
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and VSL were appeared in gross buy with total contribution of 56.56% (
38,55,920 shares) and six members of Vishvas Group namely, Ishita,
Mefcom, ISF, Cosmo, Quantum and VSL were appeared in gross sell with
total contribution of 51.07% (34,81,580 shares). It is observed that the
Noticee was the highest contributor to both gross buy and gross sell with
28.66% (19,53,803 shares) and 23.02% (15,69,204 shares) of total market
quantity respectively.
20. During investigation period, the trading details of top 10 clients with net buy
and net sell position were also analyzed and found that 3 members of
Vishvas Group namely, Ishita, ISF and VSL appeared at net buy position
and 3 members of Vishvas Group namely, Master, Cosmo, Mefcom
appeared at net sell position. At the end of the investigation period the net
buy position of the Noticee was 3,84,599 shares.
SYNCHRONIZED TRADES
AT NSE
21. Upon perusal of data, trade & order log and documents available on record,
I find that during investigation period there were 21,451 trades for a traded
quantity of 68,16,750 shares at NSE. Out of these, there were 495 trades
for 14,48,679 shares (21.25% of the total traded quantity) were
synchronized trades i.e. the difference between buy order time and sell
order time was less than 60 seconds and there was no difference between
buy order rate and sell order rate as well as there was no difference
between buy order quantity and sell order quantity..
22. It was observed that there were 30 trading days (out of total 37 trading days
during the investigation period) when synchronized trading was being done
at NSE, out of which Vishvas Group appeared in 24 trading days. Out of
these 24 days, on 23 days, the matching of synchronized trades of
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members of Vishvas Group with total market synchronized trades was more
than 50% and on 15 days, the contribution of volumes through
synchronized trades by the members of Vishvas Group was more than 15%
to the total market volume. For e.g. on May 24, 2006 the total day traded
volume was 1,35,845 shares out of which 56,862 shares (41.86% shares)
were synchronized by Vishvas Group.
23. It is observed that the seven members of Vishvas Group namely, Ishita,
Cosmo, VSL, Quantum, Mefcom, ISF and Master, indulged in 312
synchronized trades for 12,01,751 shares (82.95% of total synchronized
quantity). The details of synchronized trade amongst the member of
Vishvas Group are as under:
Particulars Seller Name
Buyer Name Ishita Quantum VSL Mefcom Cosmo ISF Master Total
Mefcom 122738 73820 5000 00 56927 53390 7000 318875
Ishita 00 73439 00 136008 42150 44444 00 296041
Cosmo 110657 4975 00 81341 00 32925 00 229898
Quantum 68063 00 27653 41787 29953 1000 00 168456
ISF 67724 18996 1992 35350 37300 00 00 161362VSL 00 4975 00 16340 00 00 00 21315
Master 3804 00 00 00 00 2000 00 5804
Total 372986 176205 34645 310826 166330 133759 7000 120175
From the above table, it is observed that:
Out of total shares bought (19,53,803 shares) by the Noticee at NSE
during investigation period, 2,96,041 shares were synchronized with
the members of the Vishvas Group i.e. Quantum, Mefcom, Cosmo
and ISF.
Out of total shares sold (15,69,204 shares) by the Noticee at NSE
during investigation period, 3,72,986 shares were synchronized with
the member of the Vishvas Group i.e. Mefcom, Cosmo, Quantum,
ISF and Master.
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one of the instances of the synchronized trade and reversal trade by
the Noticee with other members of Vishvas Group is that on May 19,
2006, Noticee sold 10,000 shares of Gangotri @`55.50 to Mefcom
at 10:35:21. The sell order was placed by Noticee at 10:35:21 @
`55.50 for 10,000 shares and the buy order was placed by Mefcom
at 10:35:20 @`55.50 for 10,000 shares. The order time difference
was 1 seconds. Noticee again bought 10,000 Gangotri shares back
from Mefcom @ ` 55.85 at 11:03:29 i.e. the trade was reversed
within 30 minutes. In the reverse trade the sell order was placed by
Mefcom at 11:03:11 @`55.85 for 10,000 shares and the buy order
was placed by Noticee at 11:03:29 @`55.85 for 10,000 shares. The
order time difference was 18 seconds. During investigation period,
similar trading patterns of synchronized trading were also observed
between Noticee and other members of Vishvas Group.
24. Details of total number of synchronized buy and sell orders, trades and
trade quantity by the members of Vishvas Group during investigation period
are as under:
Client Name Buy Sell Total
Countof BuyOrders
Countof BuyTrades
TotalBuy Qty
Countof SellOrders
Countof SellTrades
TotalSell Qty
TotalOrders
TotalTrades
TotalQty
Ishita 51 70 296041 65 92 372986 116 162 669027
Mefcom 62 102 318875 58 68 310826 120 170 629701
ISF 32 42 161362 23 23 133759 55 65 295121
Quantum 33 51 168456 31 40 176205 64 91 344661
Cosmo 36 40 229898 31 68 166330 67 108 396228
VSL 4 4 21315 8 19 34645 12 23 55960
Master 3 3 5804 2 2 7000 5 5 12804
Total 221 312 1201751 218 312 1201751 439 624 2403502
From the above table, it is observed that out of total 624
synchronized trades (buy & sell) by Vishvas Group for 24,03,502
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shares, Noticee was indulged in 162 synchronized trades for
6,69,027 shares.
CIRCULAR TRADES and REVERSAL TRADES
25. Uponanalysis of trade log in BSE & NSE, it is observed that there were
substantial number of trades in which parties and counterparties to the
trade were same entities which belong to Vishvas Group. They were
creating an artificial volume in the market by trading among themselves i.e.
by circular trading and reversal trading. Nine members of Vishvas Group
were doing circular trading and reversal trading in BSE and seven members
were doing in NSE.
At NSE
26. It is observed that seven members of Vishvas Group namely, Ishita,
Cosmo, VSL, Quantum, Mefcom, ISF and Master involved in circular trades
in 29 trading days out of 37 trading days during investigation period and
created artificial volume of 23,56,185 shares (34.56% of total market
volume) by buying and selling among themselves. These transactions took
place in 2419 trades. Out of the same, circular trades aggregating to
12,01,751 shares from 312 trades were synchronized.
27. It is also observed that members of Vishvas Group made large contribution
in circular and reversal trades as compared to the total market volume in
the scrip. The circular trades and reversal trades by seven members of
Vishvas Group resulted in significant proportion of volume to the total
market volume in the scrip. Out of 29 trading days, On 10 days, the
percentage of circular trade volume of seven entites of Vishvas Group to
the total market volume was more than 40% and on 5 days it was more
than 60%.
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28. The details of circular trades among the seven members of Vishvas Group
are as under:-
Circular
Trades Sellers
Buyers ISF Mefcom VSL Cosmo Ishita Master QuantumGrandTotal
ISF 625 110961 6552 68158 157108 00 33458 376862
Mefcom 68254 550 5000 102992 231230 7040 100574 515640
VSL 26258 24142 497 100 5022 00 14980 70999
Cosmo 36925 123702 00 00 143512 00 27975 332114
Ishita 157329 188865 2570 183095 92185 29825 107776 761645
Master 2000 00 00 00 7841 00 00 9841
Quantum 2000 76917 48823 59751 101533 00 60 289084
GrandTotal 293391 525137 63442 414096 738431 36865 284823 2356185
From the above table, it is observed that:
Out of total shares bought (19,53,803 shares) by the Noticee during
investigation period, 7,61,645 shares were involved in circular
trading with the member of the Vishvas Group i.e. ISF, Mefcom,
VSL, Cosmo, Noticee, Master and Quantum.
Out of total shares sold (15,69,204 shares) by the Noticee during
investigation period, 7,38,431 shares were involved in circular
trading with the other members of the Vishvas Group i.e. ISF,
Mefcom, VSL, Cosmo, Noticee, Master and Quantum.
29. During investigation period, circular trading among Vishvas Group were
observed from April 21, 2006 till May 31, 2006. One of the instances of
circular trading are as follows
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Trade Quantity = 9,500
Trade Quantity = 9,905 Trade Quantity = 10,577
Trade Quantity = 9,875
Circular pattern observed on April 25, 2006 among the group is as
under:
SELF TRADES
AT NSE
30. It is also observed that Noticee had also indulged in self trades during
investigation period. The summary of self trades done by the Noticee are
as under -
Name of the entityNumber oftrades
TradedQty
Ishita Finstock Limited 333 92,185
It is observed that 333 trades of the Noticee for 92,185 shares were
self trades i.e. where buyers and sellers are same person.
PRICE MANIPULATION:
31.Last Traded Price (LTP) analysis:- It is observed that during investigation
period, the price of the scrip has decreased in patch I & III and increased in
patch II as discussed below:
Mefcom
(broker Mefcom)
ISF(broker ISF)
Cosmo(broker Integrated)
Ishita
(broker VSL)
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Patch I (Apr il 7, 2006 to Apri l 20, 2006):
Exchange Opening price(April 07, 2006)
Closing price(April 20, 2006)
Tradingdays
% Change inprice of the
scrip
AverageDaily Traded
VolumeBSE 53.25 44.75 8 Days 15.96%
(Decrease)70713
NSE 56.00 44.40 8 Days 20.70%(Decrease)
68005
Patch II (April 21, 2006 to May 5, 2006):
Exchange Opening price(April 21, 2006)
Closing price(May 05, 2006)
Tradingdays
% Change inprice of thescrip
AverageDailyTradedVolume
BSE 46.00 66.55 11 Days 44.70%(Increase)
338391
NSE 46.00 66.90 11 Days 45.40%(Increase)
213738
Patch III (May 8, 2006 to May 31, 2006):
Exchange Opening price(May 08, 2006)
Closing price(May 31,2006)
Tradingdays
% Change inprice of thescrip
AverageDailyTradedVolume
BSE 64.50 44.35 18 Days 31.20%(Decrease)
258554
NSE 63.55 45.40 18 Days 28.60%(Decrease)
217866
It is observed that, all the member of Vishvas Group started trading
on or after April 21, 2006 i.e. they had traded only during patch II
(Period of price rise) and patch III (Period of price fall).
It is also observed that the day from when the members of Vishvas
Group start trading, the average trading volume of the scrip at BSE /
NSE had gone up significantly from 70,713 / 68,005 shares (during
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April 07, 2006 to April 20, 2006) to 3,38,391 / 2,13,738shares (during
April 21, 2006 to May 05, 2006) and 2,58,554 / 2,17,866 shares
(during May 08, 2006 to May 31, 2006).
32.LTP contribution of Visvas Group entities at NSE: Total cumulative
positive and negative LTP contribution was `995.25 and `1007.25
respectively during investigation period in NSE, whereas it is observed that
seven members of Vishvas Group namely, Cosmo, Master, Ishita, Mefcom,
VSL, Quantum and ISF had contributed `489.05 to positive LTP and
`307.90 to negative LTP. The details of contribution of seven members of
Vishvas Group to cumulative Positive and Negative LTP variation are as
under
Sr.No.
Client Name Sum of PositiveLTP`
Sum of NegativeLTP`
Total positiveCumulative LTP
1 Ishita 365.95 -229.2 136.75
2 Mefcom 56.55 -45 11.55
3 VSL 32.1 -18.5 13.6
4 Cosmo 14.5 -6.7 7.8
5 Quantum 10.55 -3.7 6.85
6 ISF 8.8 -4.6 4.2
7 Master 0.6 -0.2 0.4
Total 489.05 -307.90 181.15
Noticee was the highest and significant contributor to both positive
LTP and negative LTP i.e. Noticee had contributed`365.95 to total
cumulative positive LTP and ` 229.2 to total cumulative negative
LTP.
33. I find that at NSE during the investigation period, the Noticee had bought
19,53,803 shares and sold 15,69,204 shares (total traded volume of the
Noticee was 32,23,007 shares). Out of total trading volume of the Noticee,
6,69,027 shares of the Noticee were synchronized and 15,00,076 shares
were circular with other members of Vishvas Group. I also find that Noticee
had indulged in 333 self trades for 92,185 shares.
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34. The role of the Noticee in executing the larger game plan of creating
manipulation in the scrip of Gangotri in concert with the other entities of the
Vishvas Group cannot be overlooked i.e. the Noticee had mostly traded
with Mefcom, VSL, Comso, Quantum, ISF, Master, and Itself, who are the
contributors towards LTP variation. Further, most of the synchronized
trades and circular trades of the Noticee's were with Mefcom, VSL, Comso,
Quantum, ISF, Master, and Itself. It is not possible for a single entity to
manipulate the market and the role of the entire Vishvas group has to be
considered in a holistic manner to arrive at any conclusion.
35. I find that the patterns of circular trading among the Vishvas Group are in
the manner [ABCDA]. Almost same numbers of shares were
rotated in a circular manner among the Vishvas Group on daily basis and
the pattern depicts that the trades were planned with a manipulative intent.
Thus, the said circular trading was not just a co-incidence and the same
indicates their concerted effort and manipulative intent to increase the price
of the scrip by creating false and artificial volume in the scrip. Due to the
concerted effort of Vishvas Group the price of the scrip of Gangotri in NSE
had increased from`41.25 on April 19, 2006, touched the high to`71.05
on May 05, 2006 and then decreased to`45.40 on May 31, 2006 within a
period of one and half month. This gave an impression to other investors in
the market that the scrip of Gangotri was being actively traded at the
prevailing price but actually this was not the case.
36. The pattern of synchronized order placement and circular trading clearly
points out that the transactions were carried out with the intention that the
orders of particular entities should match and there was a prior
arrangement with respect to these transactions. These transactions
resulted in creation of artificial volume. The pattern of trading indicates
several instances where the time difference between buy and sell orders
was less than 20 seconds. No unknown person can trade continuously with
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same set of persons by putting orders in such pattern contributing
significantly to total volume in the market. The Noticee along with the other
members of Vishvas Group have transacted amongst themselves in the
shares of Gangotri through circular and synchronized order placement in a
contrived pricing pattern and it led to creation of artificial volumes in the
scrip as the trades were reversed in a short time. The increase in the
trading volume of Gangotri shares can be attributed to the trades done by
the Noticee in collusion with the other members of Vishvas Group. Thus,
these trades were fraudulent and manipulative in nature as Noticee have
misused the trading mechanism and also created artificial trading volume.
37. The fact is that had the trades of the members of Vishvas Group been
executed in the normal course of business, the possibility of such perfect
matching would not have been possible. The buy and sell prices of one
entity were close to the buy/sell rates of the other entity in all the
settlements, such that the trades of these entities were always matched. A
trade can be executed on the screen and still be manipulative in nature.
Considering the number of such trades, it is clear that there has been a
gross mis-use of the screen based trading system. It is also to be stated
that intention is inherent in all cases of synchronized trading involving
large scale price manipulation and the same was also brought out in the
case ofNirmal Bang Securities (P) Ltd. vs SEBIby the Honble SAT whereby it
was observed that Intention is reflected from the action of the Appellant.
Choosing selective time slots does not appear to be an involuntary action.
38. The trading pattern of the Noticee creates doubts about the genuineness of
its trades. I am of the view that the trades carried out were fraudulent and
manipulative in nature. However, in the present case, the records show that
most of the trading carried out by the Noticee was with a fixed set of entities
i.e. members of Vishvas Group namely, ISF, Mefcom, VSL, Cosmo,
Quantum, Master and Noticee.
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39. I am of the view that the trades of the Noitcee and Vishvas Group were with
the intention not to transfer the beneficial ownerships of the shares of
Gangotri but with an intention to operate only as a device to inflate, depress
or cause fluctuations in the price of shares of Gangotri for wrongful gains.
Thus the Noticee through collusion with the other members of the Vishvas
Group has transacted in the shares of Gangotri in such a manner that it led
to creation of artificial volumes in the scrip and a false market leading to
price movement in the scrip which lacked presence of any sort of
fundamentals.
40. It is evident from the trading pattern of the Noticee and other members of
Vishvas Group that through circular, reversal and synchronized trades, they
have manipulated the price of the scrip during the period under scrutiny. It
is also observed that there was no transfer of ownership of shares.
41. Honble Securities Appellate Tribunal (hereinafter referred as SAT ), in
Ketan Parekh Vs. Securities & Exchange Board of India (Appeal No. 2 of
2004), observed that, A synchronized transaction even on the trading screen
between genuine parties who intend to transfer beneficial interest in the trading
stock and who undertake the transaction only for that purpose and not for rigging
the market is not illegal and cannot violate the regulations. As already observed
synchronisation or a negotiated deal ipso facto is not illegal. A synchronised
transaction will, however, be illegal or violative of the Regulations if it is executed
with a view to manipulate the market or if it results in circular trading or is
dubious in nature and is executed with a view to avoid regulatory detection or does
not involve change of beneficial ownership or is executed to create false volumes
resulting in upsetting the market equilibrium. Any transaction executed with the
intention to defeat the market mechanism whether negotiated or not would be
illegal. Whether a transaction has been executed with the intention to manipulate
the market or defeat its mechanism will depend upon the intention of the parties
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which could be inferred from the attending circumstances because direct evidence
in such cases may not be available. The nature of the transaction executed, the
frequency with which such transactions are undertaken, the value of the
transactions, whether they involve circular trading and whether there is real
change of beneficial ownership, the conditions then prevailing in the market are
some of the factors which go to show the intention of the parties. This list of
factors, in the very nature of things, cannot be exhaustive. Any one factor may or
may not be decisive and it is from the cumulative effect of these that an inference
will have to be drawn.
42. In my view, the Noticee in collusion with other members of Vishvas Group,
through the said artificial trades interfered with the market mechanism by
manipulating the price and volume of the said scrip. The trades executed by
the Noticee and Vishvas Group were not real trades as there was no
intention to change the beneficial ownership. When the trades were
inherently non genuine, I do not feel that it is necessary to prove that
investors had, in fact got induced and bought and/ or sold on the basis of
these trades. Similar views were expressed by Honble SAT in its order
dated 14.7.2006 in Ketan Parekh Vs. SEBI wherein it had observed that
When a person takes part in or enters into transactions in securities with the
intention to artificially raise or depress the price he thereby automatically induces
the innocent investors in the market to buy /sell their stocks. The buyer or the seller
is invariably influenced by the price of the stocks and if that is being manipulated
the person doing so is necessarily influencing the decision of the buyer / seller
thereby inducing him to buy or sell depending upon how the market has been
manipulated. We are therefore of the view that inducement to any person to buy or
sell securities is the necessary consequence of manipulation and flows therefrom.
In other words, if the factum of manipulation is established it will necessarily
follow that the investors in the market had been induced to buy or sell and that no
further proof in this regard is required. The market, as already observed, is so wide
spread that it may not be humanly possible for the Board to track the persons who
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were actually induced to buy or sell securities as a result of manipulation and law
can never impose on the Board a burden which is impossible to be discharged.
This, in our view, clearly flows from the plain language of Regulation 4(a) of the
Regulations.
43. Keeping in mind the dicta of the SAT as reproduced above, I see no reason
to take a different view in the present case.
44. As per regulation 2 (1) (c) of PFUTP Regulations, "fraud" includes any act,
expression, omission or concealment committed whether in a deceitful manner or
not by a person or by any other person with his connivance or by his agent while
dealing in securities in order to induce another person or his agent to deal in
securities, whether or not there is any wrongful gain or avoidance of any loss.
45. I find that the Noticee has failed to file any reply to the said SCN and has
not refuted the charges. The Honble Securities Appellate Tribunal (SAT) in
the matter of Classic Credit Ltd. v/s SEBI [2007] 76 SCL 51 (SAT -
MUM.) inter-alia held the appellants did not file any reply to the second show-
cause notice. This being so, it has to be presumed that the charges alleged against
them in the show-cause notice were admitted by them. The order passed by
Honble SAT is relied upon in this case for guidance. Therefore, I presumed
that the Noticee has admitted the charges alleged in the said SCN.
46. Therefore, I hold that the charges leveled against the Noticee are proved
and that the allegation of violation of provisions of section 12A(a), 12A(b),
12A(c) of SEBI Act and regulations 3(a), 3(b), 3(c), 3(d), 4(1), 4(2)(a),
4(2)(e) & 4(2)(g) of PFUTP Regulations by the Noticee stand established.
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ISSUE 2: Whether the Noticee is liable for monetary penalty under
section 15HA of the SEBI Act ?
47. The aforesaid violations of SEBI Act and PFUTP Regulations by the
Noticee make it liable for penalty under Section 15HA of SEBI Act which
reads as follows:
Section 15HA. Penalty for fraudulent and unfair trade practices.
If any person indulges in fraudulent and unfair trade practices relating to
securities, he shall be liable to a penalty of twenty-five crore rupees or three times
the amount of profits made out of such practices, whichever is higher.
48. In the matter of SEBI vs. Shri Ram Mutual Fund [2006] 68 SCL 216 (SC),
the Honble Supreme Court of India has held that In our considered opinion,
penalty is attracted as soon as the contravention of the statutory obligation as
contemplated by the Act and the regulation is established and hence the intention of
the parties committing such violation becomes wholly irrelevant.
49. As already observed that, Noticee have violated the provisions of sections12A(a), 12A(b), 12A(c) of SEBI Act and regulations 3(a), 3(b), 3(c), 3(d),
4(1), 4(2)(a), 4(2)(e) & 4(2)(g) of PFUTP Regulations. Therefore, I find that
the Noticee is liable for monetary penalty under Section 15HA of the SEBI
Act.
ISSUE 3: What quantum of monetary penalty should be imposed on
the Noticee taking into consideration the factors mentioned
in Section 15J of SEBI Act ?
50. While determining the quantum of penalty under Section 15HA of SEBI Act,
it is important to consider the factors stipulated in section 15J of SEBI Act,
which reads as under:-
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15J-Factors to be taken into account by the adjudicating officer
While adjudging quantum of penalty under section 15-I, the adjudicating officer
shall have due regard to the following factors, namely:-
(a) the amount of disproportionate gain or unfair advantage, wherever
quantifiable, made as a result of the default;
(b) the amount of loss caused to an investor or group of investors as a result of the
default;
(c) the repetitive nature of the default.
51. I note that on the basis of data available on record, it is difficult, in cases of
such nature, to quantify exactly the disproportionate gain or unfair
advantage enjoyed by the Noticee and the consequent losses suffered by
the investors. Further the amount of loss to an investor or group of investors
also cannot be quantified on the basis of available facts and data. Even
though the monetary loss to the investors cannot be computed, any
manipulation in the volume or price of the stocks caused by vested interest
always erodes investor confidence in the market so that investors find
themselves at the receiving end of market manipulators. Hence, anyone
could have been carried away by the unusual fluctuations in the
volume/price andbeen induced into investing in the said scrip. Besides, this
kind of activity seriously affects the normal price discovery mechanism of
the securities market. People who indulge in manipulative, fraudulent and
deceptive transactions, or abet the carrying out of such transactions which
are fraudulent and deceptive, should be suitably penalized for the said acts
of omissions and commissions. Considering the continuous effort of the
Noticee in this aspect where the trading was carried out over a period of
time, it can safely be surmised that the nature of default was also repetitive.
52. In the forgoing paragraphs, it is now established that the Noticee have
violated the provisions of sections 12A(a), 12A(b), 12A(c) of SEBI Act and
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regulations 3(a), 3(b), 3(c), 3(d), 4(1), 4(2)(a), 4(2)(e) & 4(2)(g) of PFUTP
Regulations. In view of the above and considering the facts and
circumstances of the case and factors under Section 15J of the SEBI Act
and the violation committed by the Noticee, I find that imposing a penalty of
` 80,00,000/- (Rupees Eighty Lakhs only) on the Noticee would be
commensurate with the violations committed by it.
ORDER
53. In exercise of the powers conferred under Section 15-I of the SEBI Act and
in terms of the provisions of Section 15HA of the SEBI Act & Rule 5(1) of
the Rules, I hereby impose a penalty of`
80,00,000/- (Rupees Eighty Lakhsonly) on M/s Ishita Finstock Limited for violation of provisions of sections
12A(a), 12A(b), 12A(c) of SEBI Act and regulations 3(a), 3(b), 3(c), 3(d),
4(1), 4(2)(a), 4(2)(e) & 4(2)(g) of PFUTP Regulations.
54. The Noticee shall pay the said amount of penalty by way of demand draft
drawn in favour of SEBI Penalties Remittable to Government of India
payable at Mumbai within 45 days of receipt of this Order. The said demand
draft shall be forwarded to the Division Chief, Enforcement Department
(EFD DRA-3), Securities and Exchange Board of India, Plot No. C4-A, G
Block, Bandra Kurla Complex, Bandra (E), Mumbai 400051.
55. In terms of rule 6 of the Rules, copies of this order are sent to the Noticee
and also to SEBI.
Date: December 31, 2014 Jayanta Jash
Place: Mumbai Adjudicat ing Officer