Interim Order in the case of dealing in the scrip of Ruchi Soya Industries Ltd

WTM/RKA/ISD/05/2013 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER DIRECTIONS UNDER SECTIONS 11 AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 AGAINST AVENTIS BIOFEEDS PRIVATE LTD. AND OTHER CONNECTED ENTITIES IN THE MATTER OF DEALING IN THE SCRIP OF RUCHI SOYA INDUSTRIES LIMITED. 1. The Securities and Exchange Board of India received alerts regarding ‘marking the close’ in the scrip of Ruchi Soya Industries Limited (hereinafter referred to as ‘Ruchi Soya’ or ‘the scrip’) for September 27, 2012. Based on these alerts, trading pattern in the scrip on September 27, 2012 was analysed. 2. Significant movement in the price of the scrip was observed during last half an hour ₹ ₹ of trading on September 27, 2012. The price of the scrip moved from 69 to 88 between 15:20:09 and 15:29:46, i.e. a 26% upward movement during the last 10 minutes of the trading day. It was further observed that price and volume movement in the scrip was mainly concentrated during the last 3 minutes of trading on that day. The intra-day price movement graph on the scrip is as follows: The intra-day price movement graph on September 27, 2012 at NSE:

3. It was noted that the scrip of Ruchi Soya was permitted for trading in the derivative segment on May 28, 2010 and was removed from derivative segment on September 27, 2012, which was the expiry day of all derivative contracts under examination in the scrip of Ruchi Soya (hereinafter referred to as ‘the expiry day’ or ‘the trading day’). ₹ 4. On this expiry day, the Last Traded Price (LTP) of the scrip at 15:00:00 was 70.65 ₹ and the LTP at 15:27:00 was 72.30. The weighted average closing price of the scrip ₹ on the day was 78.65. Total traded volume in the scrip on this day till 15:00:00 was approximately 25 lac shares trading was approximately 132 for during the last 3 minutes of trading during last 3 months was 27, 2012 was around 157 lac shares minutes) volume graph of The intra-day Volume 12000000

10000000

8000000

6000000

4000000

2000000

0

Price volume data of the scrip following Table-1:

Opening price on the trading day ₹ Price at 15:00:00 ( ) ₹ Price at 15:27:00 ( ) Closing price of the trading day ( Total traded volume during the trading day (In Total traded volume during last half an hour of the trading day (In Total traded volume during last 3 minutes of the trading day % of quantity traded during last half an hour to total traded during the day % of quantity traded during last 3 minutes to traded last half hour of the day.

5. It was observed that nine Credit and Capital Private Limited, Sunmate Trade Private Limited, Shreyans Credit loV drT

00:51:90

00:03:90

00:54:90

00:00:01 shares, while total traded volume during last half an hour was approximately 132 lac shares; out of which 80 lac shares he last 3 minutes of trading. It was noted that the average daily volume during last 3 months was only around 3 lac shares whereas the volume was around 157 lac shares. The intra-day (taking time slot of every 15 graph of the scrip on September 27, 2012 is as follows: Volume graph on September 27, 2012 at NSE:

of the scrip on September 27, 2012 at NSE Table – 1 Price – Volume Data Particulars ₹ Opening price on the trading day ( )

₹ Closing price of the trading day ( ) Total traded volume during the trading day (In Lac) Total traded volume during last half an hour of the trading day (In Lac Total traded volume during last 3 minutes of the trading day (In lac) ty traded during last half an hour to total traded quantity traded during last 3 minutes to traded quantity during the last half hour of the day.

nine entities, namely, Aventis Biofeeds Private Ltd, Moebius Credit and Capital Private Limited, Sunmate Trade Private Limited, Shreyans Credit

00:00:01

00:51:01

00:03:01

00:54:01

00:00:11

00:61:11

00:03:11

00:54:11

00:00:21

00:51:21

00:03:21

00:54:21

00:00:31

00:51:31

00:03:31

00:54:31

00:00:41

00:51:41 total traded volume during last half an hour of shares was accounted noted that the average daily volume as the volume on September (taking time slot of every 15 is as follows:

Timerange is given in the Price / Volume 73.85 70.65 72.30 78.65 157.92 Lac) 132.72 80.30 84.04% during the 61.00%

Aventis Biofeeds Private Ltd, Moebius Credit and Capital Private Limited, Sunmate Trade Private Limited, Shreyans Credit

00:51:41

00:03:41

00:54:41

00:00:51

00:51:51 and Capital Private Limited, Vision Millennium Exports Pvt Ltd., Navinya Multitrade Private Limited, Uni24 Techno Solutions Private Limited, Betul Minerals & Construction Private Limited and Betul Oils & Feeds Private Limited were found to be heavily trading in the scrip at NSE on the trading day and/or holding significant long position in futures of the scrip as on the expiry day. These nine entities are connected to each other as described in the following Table – 2: Table – 2 The relationships among the aforesaid nine entities Buyer Name Counterparty Remarks (common links) (PAN) Name (PAN) Aventis Vision • The phone number of Vision Millennium Exports Biofeeds Pvt Millenium Private Limited and Aventis Biofeeds Pvt Ltd, is Ltd. Exports Pvt Ltd. same i.e. 9821994534. (AAECA0863E) (AAACV6970B) • Vision Millennium Exports P Ltd and Aventis Biofeeds Pvt Ltd have common address (i.e. 810 Maker Chamber V, Nariman Point, Mumbai) • Huge fund transfers between Vision Millennium Exports Pvt. Ltd. and Aventis Biofeeds Pvt Ltd was noticed. (Refer Table – 3 below) Hence, the buyer, Aventis Biofeeds Pvt Ltd., and counterparty, Vision Millenium Exports Pvt Ltd., are connected. Navinya • Vision Millennium Exports Pvt Ltd and Rashi Daga, Multitrade director of Navinya Multitrade P Ltd have common Private Limited address ( i.e. is 117, 11th Flr. Mittal chambers, (AACCN9662J) Nariman Point, Mumbai, 400021) • Fund transfers between Vision Millennium Exports Pvt. Ltd. and Navinya Multitrade Private Limited was noticed. (Refer Table – 3 below) Hence, Vision Millennium Exports Pvt Ltd and Navinya Multitrade Pvt Ltd are connected. Since Aventis Biofeeds Pvt Ltd. and Vision Millennium Exports Pvt Ltd are connected, the buyer, Aventis Biofeeds Pvt Ltd., and counterparty, Navinya Multitrade P Ltd, are also connected. Uni24 Techno • Nilaykumar Vinodkumar Daga (director of client Solutions Uni24 Techno Solutions P Ltd) and Deepali Daga Private Limited (director of Navinya Multitrade P Ltd) have (AABCU2171N) common address. (i.e., Daga House, Kothi Bazar, Betul, Madhya Pradesh) • Fund transfers between Vision Millennium Exports Pvt. Ltd. and Uni24 Techno Solutions Private Limited was noticed. (Refer Table – 3 below)

Buyer Name Counterparty Remarks (common links) (PAN) Name (PAN) Hence, Vision Millennium Exports Pvt Ltd, Navinya Multitrade Private Limited and Uni24 Techno Solutions Private Limited are connected. Since Aventis Biofeeds Pvt Ltd., Vision Millennium Exports Pvt Ltd and Navinya Multitrade P Ltd are connected, the buyer, Aventis Biofeeds Pvt Ltd., and counterparty, Uni24 Techno Solutions P Ltd, are also connected. Moebius Uni24 Techno • Nilaykumar Vinodkumar Daga (Address- Daga Credit & Solutions House, Kothi Bazar, Betul, Madhya Pradesh) was Capital Private Private Limited observed to be director of Uni24 Techno Solutions Limited (AABCU2171N) P Ltd and Moebius Credit & Capital P Ltd (AAHCM4176D) Hence, the buyer, Moebius Credit & Capital P Ltd and counterparty, Uni24 Techno Solutions P Ltd, are connected. Navinya • Nilaykumar Vinodkumar Daga (director of Mobeus Multitrade Credit & Capital P Ltd) and Deepali Daga (director Private Limited of Navinya Multitrade P Ltd) have common address. (AACCN9662J) (Daga House, Kothi Bazar, Betul, Madhya Pradesh) Hence, the buyer, Moebius Credit & Capital P Ltd and counterparty, Navinya Multitrade P Ltd, are connected. Vision • Huge fund transfers between Vision Millennium Millenium Exports Pvt. Ltd. and Moebius Credit & Capital Exports Pvt Ltd. Private Limited was noticed. (Refer Table – 3 below) (AAACV6970B) • As mentioned above, Vision Millennium Exports Pvt Ltd, Navinya Multitrade P Ltd and Uni24 Techno Solutions P Ltd are connected. Further, Moebius Credit & Capital P Ltd, Uni24 Techno Solutions P Ltd and Navinya Multitrade P Ltd are connected. Hence, the buyer, Moebius Credit & Capital Pvt Ltd and counterparty, Vision Millenium Exports P Ltd., are connected. Sunmate Trade Vision • The phone number of Vision Millennium Exports Pvt Ltd. Millenium Private Limited and Sunmate Trade Private Limited (AAOCS9796A) Exports Pvt Ltd. is same i.e. 9821994534. (AAACV6970B) • Huge fund transfers between Vision Millennium Exports Pvt. Ltd. and Sunmate Trade Pvt Ltd was noticed. (Refer Table – 3 below) Hence, the buyer, Sunmate Trade P Ltd. and counterparty, Vision Millenium Exports P Ltd, are connected.

Buyer Name Counterparty Remarks (common links) (PAN) Name (PAN) Navinya • Deepali Daga (director of Navinya Multitrade P Ltd) Multitrade and Kanchan Daga (director of Sunmate Trade P Private Limited Ltd) have common address. (i.e., Daga House, Kothi (AACCN9662J) Bazar, Betul, Madhya Pradesh) Hence, the buyer, Sunmate Trade Pvt Ltd. and counterparty, Navinya Multitrade Pvt Ltd, are connected. Uni24 Techno • Nilaykumar Vinodkumar Daga (director of Uni24 Solutions Techno Solutions P Ltd) and Kanchan Daga Private Limited (director of Sunmate Trade P Ltd) have common (AABCU2171N) address (Daga House, Kothi Bazar, Betul, Madhya Pradesh, 460001) Hence, the buyer, Sunmate Trade Pvt Ltd. and counterparty, Uni24 Techno Solutions P Ltd, are connected. Shreyans Vision • The phone number of Vision Millennium Exports Credit & Millenium Private Limited and Shreyans Credit & Capital Pvt Capital Pvt Ltd Exports Pvt Ltd. Ltd is same i.e. 9821994534. (AAMCS7878M) (AAACV6970B) • Vision Millennium Exports Pvt Ltd and Shreyans Credit & Capital Pvt Ltd. have common address (i.e. is 117, 11th Flr. Mittal chambers, Nariman Point, Mumbai, 400021, Maharashtra, India) • Huge fund transfers between Vision Millennium Exports Pvt. Ltd. and Shreyans Credit & Capital Pvt Ltd was noticed. (Refer Table – 3 below) Hence, the buyer, Shreyans Credit & Capital P Ltd and counterparty, Vision Millenium Exports P Ltd, are connected. Uni24 Techno • Nilaykumar Vinodkumar Daga (director of Uni24 Solutions Techno Solutions Private Limited) and Shreyans Private Limited Credit & Capital Pvt Ltd have common address (i.e., (AABCU2171N) Daga House, Kothi Bazar, Betul, Madhya Pradesh) • Nilaykumar Vinodkumar Daga was common director in Uni24 Techno Solutions Private Limited and Shreyans Credit & Capital Pvt Ltd. Hence, the buyer, Shreyans Credit & Capital Pvt Ltd and counterparty, Uni24 Techno Solutions P Ltd, are connected.

Relationship among aforesaid connected Buyers: Name (PAN) Remarks (Common Links) Aventis • The phone number of Aventis Biofeeds Pvt Ltd, Shreyans Credit & Biofeeds Pvt Capital Pvt Ltd and Sunmate Trade Pvt Ltd is same. i.e. 9821994534. Ltd. • Nilaykumar Vinodkumar Daga (director of Mobeus Credit & Capital (AAECA0863E) Private Limited) and Kanchan Daga (director of Sunmate Trade Private Moebius Limited) and Shreyans Credit & Capital Pvt Ltd have common address. Credit&Capital (i.e., Daga House, Kothi Bazar, Betul, Madhya Pradesh, 460001) Pvt Ltd. • Nilaykumar Vinodkumar Daga (Address- Daga House, Kothi Bazar, (AAHCM4176D) Betul, Madhya Pradesh) was observed to be director of client Shreyans Sunmate Trade Credit & Capital Pvt Ltd and Moebius Credit & Capital Private Limited Pvt Ltd. Hence, the buyers, Aventis Biofeeds Pvt Ltd., Moebius Credit & Capital (AAOCS9796A) Private Limited, Sunmate Trade Pvt Ltd. and Shreyans Credit & Capital Pvt Shreyans Ltd are connected. Credit & Capital P Ltd (AAMCS7878M) Relationship among other connected entities having net long position with above mentioned seven entities: Betul Oils & • Betul Oils & Feeds Pvt Ltd., Betul Minerals and Conts.

P. Ltd. and Feeds Pvt Ltd. Shreyans Credit & Capital Pvt Ltd have common address (i.e. Daga (AACCB8638E) House, Kothi Bazar, Betul, Madhya Pradesh, 460001). Betul Minerals • The phone number of Vision Millennium Exports Private Limited, & Betul Oils & Feeds Private Limited, Betul Minerals and Conts. P.Ltd, Constructions Aventis Biofeeds Pvt Ltd, Shreyans Credit & Capital Pvt Ltd and Pvt Ltd. Sunmate Trade Private Limited is same i.e. 9821994534. (AADCB7050M) • Vision Millennium Exports P Ltd, Betul Oils & Feeds Pvt Ltd and Aventis Biofeeds Pvt Ltd have common address (i.e., 810 Maker Chamber V, Nariman Point, Mumbai, Maharashtra, 400021). • The address of Nilaykumar Vinodkumar Daga (director of Uni24 Techno Solutions Private Limited and Mobeus Credit & Capital Private Limited), Deepali Daga (director of Navinya Multitrade Private Limited) and Kanchan Daga (director of client Sunmate Trade Private Limited) is Daga House, Kothi Bazar, Betul, Madhya Pradesh, which is apparently common with the address of Betul Oils & Feeds Pvt Ltd, Betul Minerals & Constructions Pvt. Ltd. and Shreyans Credit & Capital Pvt Ltd • Huge fund transfers among Betul Oils & Feeds Pvt Ltd., Betul Minerals & Constructions Pvt Ltd., Vision Millennium Exports Pvt. Ltd. and Aventis Biofeeds Pvt Ltd was noticed.

(Refer Table – 3 below) Hence, Betul Oils & Feeds Pvt Ltd. and Betul Minerals & Constructions Pvt Ltd. are connected to aforesaid seven entities. 6. On examination of bank statements of the aforesaid nine connected entities for the period July 01, 2012 to September 30, 2012 as shown in the following Table – 3, huge fund transfers between Vision Millennium Exports Pvt. Ltd. and other aforesaid eight entities namely, Navinya Multitrade Private Limited, Shreyans Credit And Capital Private Limited, Betul Minerals And Constructions Pvt. Ltd, Aventis Biofeeds Pvt Ltd, Betul Oils & Feeds Pvt Ltd, Sunmate Trade Private Limited, Uni24 Techno Solutions Private Limited, Moebius Credit and Capital Private Limited was observed. Apart from this, fund transfers between Betul Oils & Feeds Pvt Ltd. and Aventis Biofeeds Pvt. Ltd. was also noticed. Table – 3 Fund Transfers among connected entities during 01/07/2012 to 30/09/2012: (₹ In lac) Transfer to Navinya Shreyans Betul Aventis Betul Sunmate Uni24 Vision Moebius Multitrad Credit & Mineral & Biofeeds Oils & Trade Pvt Techno Milenium Credit & e Pvt Ltd Capital Pvt Const.

Pvt Ltd Feeds Ltd Solution Exports Capital Pvt Ltd Pvt Ltd Pvt Ltd Pvt Ltd Pvt Ltd Ltd Transfer from Navinya Multitrade Pvt -- -- -- -- -- -- -- -- -- Ltd Shreyans Credit &Capital P Ltd -- -- -- -- -- -- -- 50 -- Betul Mineral & Const. Pvt -- -- -- -- -- -- -- 245 -- Ltd Aventis Biofeeds Pvt -- -- -- -- -- -- -- 3350 -- Ltd Betul Oils & Feeds Pvt Ltd -- -- -- 5500 -- -- -- -- -- Sunmate Trade -- -- -- -- -- -- -- -- -- Pvt Ltd Uni24 TechnoSolu- -- -- -- -- -- -- -- 93 --tions Pvt Ltd Vision Millennium 108 1231 545 1473 913 1235 147 -- 1265 Exp. Pvt Ltd Moebius Credit & Capital Pvt -- -- -- -- -- -- -- 355 -- Ltd TOTAL 108 1231 545 6973 913 1235 147 4093 1265

7. Seven of the aforesaid connected entities (namely, Aventis Biofeeds Private Ltd, Moebius Credit and Capital Private Limited, Sunmate Trade Private Limited, Shreyans Credit and Capital Private Limited, Vision Millennium Exports Private Limited, Navinya Multitrade Private Limited and Uni24 Techno Solutions Private Limited) had placed huge buy and/or sell orders at prices much above the LTP in the cash market in Ruchi Soya, especially during the last half an hour of trading on September 27, 2012. Another set of seven entities out of the aforesaid nine connected entities were holding significant long positions in futures of Ruchi Soya as on September 27, 2012 as described in later paragraphs.

8. Sell orders available in the Order Book at NSE during last 2 minutes of trading on ₹ ₹ September 27, 2012 (i.e., when these entities placed Buy orders at 88 and 88.20), in the scrip were as follows: Table - 4 Sell Orders available Total volume of Total No. of Orders during last 2 minutes with shares price range ( ) 72.00 – 76.95 9,14,312 1211 77.00 – 81.95 11,44,288 997 82.00 – 87.95 37,16,309 1550 88.00 – 95.00 1,01,91,863 336

9. It is noted from the Table – 4 above that during last 2 minutes of trading on September 27, 2012 there were sell orders available in the market as follows: a) 9,14,312 shares in a price range of ₹ 72.00 to ₹ 76.95; b) 11,44,288 shares in a price range of ₹ 77.00 to ₹ 81.95; c) 37,16,309 shares in a price range of ₹ 82.00 to ₹ 87.95 and; d) 101,91,863 shares in a price range of ₹ 88.00 to ₹ 95.00. [Out of this, sell orders of 60 lac shares belong to Aventis Biofeeds Private Ltd and Moebius Credit & ₹ Capital Private Limited with a limit price of 88.20 and sell orders of 21 lac shares belongs to Vision Millennium Exports Pvt Ltd., Navinya Multitrade Private ₹ Limited and Uni24 Techno Solutions Private Limited with a limit price of 88. Thus, 80 % of the above sell orders in this price range belong to the aforesaid five entities]. 10. I t was observed that the seven of the aforesaid nine entities, that placed their respective orders on September 27, 2012, did so in the following manner: a) Aventis Biofeeds Private Limited (i) Aventis Biofeeds Private Ltd placed sell orders of 30 lac shares between ₹ 14:24:15 and 14:34:32 with a limit price of 88.20 which was significantly higher ₹ than the prevailing market price of around 71 per share as shown in the following Table – 5: Table - 5 Entity Name: Aventis Biofeeds Private Ltd. – Sell Orders Order Sell order Original Vol Order Sell Vol at Order Limit Price No. entry time at sell order Modifie order Modifie at order Entry d (Y/ N) modification d Time entry ( ) 20120927 14:24:15 N NA NA 5 lac 88.20 42131614 20120927 14:24:23 5 lac N NA NA 88.20 42132813

20120927 14:24:30 5 lac N NA NA 88.20 42133921 20120927 14:26:35 5 lac N NA NA 88.20 42148360 20120927 14:32:58 5 lac N NA NA 88.20 42192685 20120927 14:34:32 5 lac N NA NA 88.20 42204582 (ii) It is pertinent to note that almost at the same time, when Aventis Biofeeds Private Ltd. placed abovementioned sell orders, it also placed buy orders of 30 ₹ ₹ lac shares between 14:27:30 and 14:33:27 at a limit price of 65 and 64 which ₹ was significantly below the prevailing market price of around 71. Suddenly, ₹ when the market price was around 72 per share between 15:28:05 and 15:28:51, ₹ it revised the volume to 29 lac shares and bid price to 88 per share which was ₹ 37% higher than its existing bid price of 64 and 22% higher than the prevailing ₹ market price of around 72 per share. These buy orders are shown in the following Table – 6: Table - 6 Client Name: Aventis Biofeeds Private Ltd. – Buy Orders Order Buy Buy Limit Orginal order Order Buy Limit Buy Vol at No. Order Price at Vol at modi Modifi price at order Entry order entry order fied ed order modi modification Time entry (Y/ N) Time ( ) fication ( ) 20120927 14:27: 65.00 5 Lac Yes 15:28: 88.00 5 Lac 42155500 30 51 20120927 14:28: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42159097 00 42 20120927 14:28: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42159987 08 45 20120927 14:28: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42160747 15 48 20120927 14:32: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42190719 39 17 20120927 14:33: 64.00 5 Lac Yes 15:28: 88.00 4 Lac 42196468 27 05 (iii) From the above Table, it is evident that the orders were split into 5 lac shares each. If the intention were to buy at the prevailing price, there was adequate scope for Aventis Biofeeds Private Ltd to modify prices of successive orders close to the LTP. However, Aventis Biofeeds Private Ltd chose to place buy ₹ orders of 29 lac shares (initially 30 lac shares and then modified) at 88 in the last two minutes of trading even when there were sell orders of around 20 lac shares ₹ ₹ at prices between 72 to 81 and another 37 lac shares available at prices ₹ ₹ between 82 to 87.95 in the order book during 15:28:00 to 15:30:00. It is also noteworthy in this context that (as brought out in Table – 5 above), Aventis

Biofeeds Private Ltd had already placed large sell orders of 30 lac shares at limit ₹ price of 88.20 between 14:24:15 and 14:34:32 and kept the same till the end of the trading day. These facts and circumstances with respect to the trading of Aventis Biofeeds Private Ltd. go against accepted prudence of genuine and rational trading behaviour. Such manner of placing and revising orders leads to suspicion of manipulation of trading price of the scrip in cash market by Aventis Biofeeds Pvt. Ltd., which can be further strengthened from the fact that it was holding long position in futures of 11.24 lac shares on the expiry day. b) Moebius Credit and Capital Private Limited (i) Identical pattern of order placing as in the case of Aventis Biofeeds Pvt Ltd. has been observed in the case of Moebius Credit and Capital Private Limited also. Moebius Credit and Capital Private Limited placed sell orders of 30 lac shares ₹ between 14:24:43 and 14:31:41 with a limit price of 88.20 which was ₹ significantly higher than the prevailing market price of around 71 per share as shown in the following Table – 7: Table - 7 Client Name: Moebius Credit and Capital Private Limited – Sell Orders Order Sell order Original Vol Order Sell Vol at Order Limit Price No. entry at sell order Modifie order Modifie at order time Entry d (Y/ N) modification d Time entry ( ) 20120927 14:24:43 5 lac N NA NA 88.20 42135480 20120927 14:24:49 5 lac N NA NA 88.20 42136153 20120927 14:24:59 5 lac N NA NA 88.20 42137331 20120927 14:25:12 5 lac N NA NA 88.20 42138689 20120927 14:31:35 5 lac N NA NA 88.20 42183352 20120927 14:31:41 5 lac N NA NA 88.20 42184250 (ii) It is pertinent to note that almost at the same time, when Moebius Credit & Capital Private Limited placed abovementioned sell orders, it also placed buy ₹ orders of 20 lac shares between 14:28:45 and 14:30:42 at a limit price of 64.00 ₹ which was significantly below the prevailing market price of around 71. ₹ Suddenly, when the market price was around 72 per share between 15:28:29 ₹ and 15:28:53, it revised the bid price to 88 which was 37% higher than its ₹ existing bid price of 64 and 22% higher than the prevailing market price of around ₹ 72 per share. This has been brought out in the following Table – 8:

Table - 8 Client Name: Moebius Credit and Capital Private Limited – Buy Orders Order Buy Buy Limit Orginal order Order Buy Limit Buy Vol at No. Order Price at Vol at modi Modifi price at order Entry order entry order fied ed order modi modificati Time entry (Y/ N) Time on ( ) fication ( ) 20120927 14:28: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42164332 45 40 20120927 14:29: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42166537 03 29 20120927 14:30: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42175818 33 34 20120927 14:30: 64.00 5 Lac Yes 15:28: 88.00 5 Lac 42176535 42 53 (iii) From the above Table, it is evident that the orders were split into 5 lac shares each. If the intention were to buy at the prevailing price there was adequate scope for Moebius Credit & Capital Private Limited to modify prices of successive orders close to the LTP. However, Moebius Credit & Capital Private ₹ Limited chose to place buy orders of 20 lac shares at 88 in the last 2 minutes of the trading day even when there were sell orders of around 20 lac shares at prices ₹ ₹ ₹ between 72 to 81 and another 37 lac shares available at prices between 82 ₹ to 87.95 in the order book during 15:28:00 to 15:30:00.

It is also worth noting in this context that (as brought out in Table – 7 above), Moebius Credit & Capital Private Limited had already placed large sell orders of 30 lac shares at ₹ limit price of 88.20 between 14:24:43 and 14:3:41 and kept the same till the end of the trading day. These facts and circumstances with respect to the trading of Moebius Credit & Capital Private Limited go against accepted prudence of genuine and rational trading behaviour. c) Sunmate Trade Private Limited (i) Sunmate Trade Private Limited placed buy orders of 7 lac shares between ₹ 14:57:36 and 14:58:33 at a limit price of 63.00 which was significantly below ₹ the prevailing market price of around 71. Suddenly, when the market price was ₹ around 72 per share between 15:29:32 and 15:29:53, it revised the bid price to ₹ ₹ ₹ 88.20 and 88.00 which was 40% higher than its existing bid price of 63 and ₹ 22% higher than the prevailing market price of around 72. This has been shown in the following Table – 9: Table - 9 Client Name: Sunmate Trade Private Limited – Buy Orders Order Buy Buy Limit Orginal order Order Buy Limit Buy Vol at No. Order Price at Vol at modifi Modifi price at order Entry order entry order ed (Y/ ed order modi modificati Time entry N) Time on ( ) fication ( ) 20120927 14:57: 63.00 2 Lac Yes 15:29: 88.20 2 Lac 42388320 36 53

Order Buy Buy Limit Orginal order Order Buy Limit Buy Vol at No. Order Price at Vol at modifi Modifi price at order Entry order entry order ed (Y/ ed order modi modificati Time entry N) Time on ( ) fication ( ) 20120927 14:57: 63.00 1 Lac Yes 15:29: 88.20 1 Lac 42389811 50 50 20120927 14:58: 63.00 1 Lac Yes 15:29: 88.20 1 Lac 42391294 02 47 20120927 14:58: 63.00 1 Lac Yes 15:29: 88.00 1 Lac 42392344 11 45 20120927 14:58: 63.00 1 Lac Yes 15:29: 88.00 1 Lac 42394174 26 39 20120927 14:58: 63.00 1 Lac Yes 15:29: 88.00 1 Lac 42394852 33 32 (ii) From the above Table, it is evident that the orders were split into 1 or 2 lac shares each. If the intention were to buy at the prevailing price there was adequate scope for Sunmate Trade Private Limited to modify prices of successive orders close to the LTP. However, Sunmate Trade Private Limited ₹ ₹ chose to place buy orders of 7 lac shares at 88 and 88.20 even when there ₹ ₹ were sell orders of around 20 lac shares at prices between 72 to 81 and ₹ ₹ another 37 lac shares available at prices between 82 to 87.95 in the order book during 15:28:00 to 15:30:00, which goes against accepted prudence of genuine and rational buying behaviour.

Such manner of placing and revising orders leads to suspicion of manipulation of trading price of the scrip in cash market by Sunmate Trade Private Limited, which can be further strengthened from the fact that it was holding long position in futures of 8.40 lac shares on the expiry day. d) Shreyans Credit and Capital Private Limited ( i) Shreyans Credit and Capital Private Limited placed buy orders of 6 lac shares ₹ between 14:55:44 and 14:59:30 at a limit price of 63.00 which was significantly ₹ below the prevailing market price of around 71. Suddenly, when the market ₹ price was around 72 per share between 15:29:29 and 15:29:55, it revised the bid ₹ ₹ price to 88.20 and 88.00 which was 40% higher than its existing bid price of ₹ ₹ 63 and 22% higher than the prevailing market price of around 72 per share. This has been shown in the following Table – 10: Table - 10 Client Name: Shreyans Credit and Capital Private Limited – Buy Orders Order Buy Buy Limit Orginal order Order Buy Limit Buy Vol at No. Order Price at Vol at modifi Modifi price at order Entry order entry order ed (Y/ ed order modi modificati Time entry N) Time on ( ) fication ( ) 20120927 14:55: 63.00 1 Lac Yes 15:29: 88.20 1 Lac 42374418 44 55 20120927 14:56: 63.00 2 Lac Yes 15:29: 88.00 2 Lac 42383425 57 42

Order Buy Buy Limit Orginal order Order Buy Limit Buy Vol at No. Order Price at Vol at modifi Modifi price at order Entry order entry order ed (Y/ ed order modi modificati Time entry N) Time on ( ) fication ( ) 20120927 14:58: 63.00 2 Lac Yes 15:29: 88.00 2 Lac 42398061 58 29 20120927 14:59: 63.00 1 Lac Yes 15:29: 88.00 1 Lac 42402207 30 34 (ii) As shown in the above Table, the orders were split into 1 or 2 lac shares each. If the intention were to buy at the prevailing price, there was adequate scope for Shreyans Credit and Capital Private Limited to modify prices of successive orders close to the LTP. However, Shreyans Credit and Capital Private Limited ₹ ₹ chose to place buy orders of 6 lac shares at 88 and 88.20 even when there ₹ ₹ were sell orders of around 20 lac shares at prices between 72 to 81 and ₹ ₹ another 37 lac shares available at prices between 82 to 87.95 in the order book during 15:28:00 to 15:30:00, which goes against accepted prudence of genuine and rational buying behaviour. Such manner of placing and revising orders leads to suspicion of manipulation of trading price of the scrip in cash market by Shreyans Credit and Capital Private Limited, which can be further strengthened from the fact that it was holding long position in futures of 13.16 lac shares on the expiry day. e) Vision Millennium Exports Pvt Ltd (i) Vision Millennium Exports Pvt. Ltd placed sell orders of 15 lac shares at ₹ 14:42:11 with a limit price of 88.00 significantly higher than the prevailing ₹ market price of around 71 per share, which was subsequently revised at 15:28:05 to 7 lac shares as shown in the following Table – 11: Table - 11 Client Name: Vision Millennium Exports Pvt Ltd. – Sell Orders Order Sell order Original Order Sell Vol at Order Limit Price at No. entry Vol at sell Modifie order Modifie order entry & time order entry d (Y/ N) modification d Time modification ( ) 20120927 15:28: 42269371 14:42:11 15 Lac Y 7 Lac 05 88.00 (ii) Thus, by placing huge limit sell orders at ₹ 88, Vision Millennium Exports Pvt Ltd had enabled the matching of the limit buy orders of Aventis Biofeeds Private ₹ Ltd., Moebius Credit & Capital Private Limited, etc. at 88, and thereby ₹ artificially established the trading price of 88 in the market during the last half an hour of trading so as to push up the closing volume weighted average price (VWAP) on the expiry day. f) Navinya Multitrade Private Limited (i) Navinya Multitrade Private Limited placed sell orders of 15 lac shares at ₹ 14:41:50 with a limit price of 88 significantly higher than the prevailing market

₹ price of around 71 per share, which too was subsequently revised at 15:27:55 to 7 lac shares as shown in the following Table – 12: Table - 12 Client Name: Navinya Multitrade Private Limited – Sell Orders Order Sell order Original Order Sell Vol at Order Limit Price at No. entry Vol at sell Modifie order Modifie order entry & time order entry d (Y/ N) modification d Time modification ( ) 20120927 Y 7 Lac 15:27: 14:41:50 15 Lac 88.00 42266169 55 (ii) Thus, by placing huge limit sell orders at ₹ 88, Navinya Multitrade Private Limited had enabled the matching of the limit buy orders of Aventis Biofeeds ₹ Private Ltd., Moebius Credit & Capital Private Limited, etc. at 88, and thereby ₹ artificially established the trading price of 88 in the market during the last half an hour of trading so as to push up the closing VWAP on the expiry day. g) Uni24 Techno Solutions Private Limited ( i) Uni24 Techno Solutions Private Limited placed sell orders of 15 lac shares at ₹ 14:48:10 with a limit price of 88.00 significantly higher than the prevailing ₹ market price of around 71 per share, which was also subsequently revised at 15:27:43 to 7 lac shares.

This has been brought out in the following Table – 13: Table - 13 Client Name: Uni24 Techno Solutions Private Limited – Sell Orders Order Sell order Original Order Sell Vol at Order Limit Price at No. entry Vol at sell Modifie order Modifie order entry & time order entry d (Y/ N) modification d Time modification ( ) 20120927 15:27: Y 7 Lac 14:48:10 15 Lac 88.00 42317489 43 (ii) Thus, by placing huge limit sell orders @ ₹ 88, Uni24 Techno Solutions Private Limited had enabled the matching of the limit buy orders of Aventis Biofeeds ₹ Private Ltd., Moebius Credit & Capital Private Limited, etc. @ 88, and thereby ₹ artificially established the trading price of 88 in the market during the last half an hour of trading so as to push up the closing VWAP on the expiry day. 11. All the above seven entities are connected to each other as explained herein above. From the above analysis, it is seen that from 14:27:30 to 15:28:05, the aforesaid four connected entities (namely, Aventis Biofeeds Private Limited, Moebius Credit & Capital Private Limited, Sunmate Trade Private Limited and Shreyans Credit & ₹ Capital Private Limited) were standing in the market offering buy limit price of 63 ₹ ₹ to 65 only, as against the prevailing market price of around 71 per share.

Subsequently, when there were sell orders of around 20 lac shares available at prices ₹ ₹ ₹ between 72 to 81 and another 37 lac shares available at prices between 82 to ₹ 87.95 in the order book during 15:28:00 to 15:30:00, these connected buyers in a ₹ ₹ seemingly orchestrated manner bid a price of 88 and 88.20 which was higher than their existing bid price by 37% and higher than the prevailing market price by 22%. Further, two of the connected buyers (namely, Aventis Biofeeds Private Limited and Moebius Credit & Capital Private Limited) had already placed sell orders of 30 lac ₹ shares each between 14:24:15 and 14:34:32 with limit price of 88.20 which was ₹ significantly higher than the prevailing market price of around 71 per share and kept the same till the end of the trading day. Similarly, the three other connected entities (namely, Vision Millennium Exports Pvt Ltd, Navinya Multitrade Private Limited and Uni24 Techno Solutions Private Limited) had also placed sell orders of 15 lac shares each between 14:41:50 and 14:48:10 (reduced to 7 lac shares each in the ₹ last three minutes) with limit price of 88 apparently to enable the connected buyers to establish the higher trading price in the market during the last half an hour of trading so as to push up the closing VWAP on the expiry day.

From this abnormal trading behavior of these seven entities, it may be inferred that the same was, prima facie, part of a scheme or device that was employed to manipulate the trading price of the scrip in cash market on the expiry day. 12. Out of the total buy orders of 62 lac shares placed by the aforesaid four connected ₹ entities, 11.95 lac shares got matched with other three connected entities at 88 per share and remaining 50.05 lac shares traded with other orders in the market at an ₹ average price of 83.68 per share. The details of matched quantity among aforesaid connected entities are shown in following Table – 14: Table - 14 (Qty in Lac) Sellers Vision Navinya Uni24 Matched Millennium Multitrade Techno Qty Buyers Exports Pvt Pvt Ltd Solutions Ltd Pvt Ltd Sunmate Trade Private Limited 0.51 0.70 0.12 1.33 Shreyans Credit & Capital P Ltd 0.17 - 0.45 0.62 Aventis Biofeeds Private Limited 2.64 2.80 2.10 7.54 Moebius Credit & Capital P Ltd 0.86 0.70 0.90 2.46 Matched Qty 4.18 4.20 3.57 11.95 13. It has further been observed that the trades of these seven connected entities as described herein above had a direct impact on the closing price of the scrip as discussed in the following Table – 15: Table - 15 Actual Settlement Price or close price on Sept 27,2012

78.65 Approximate Settlement Price or close price had these entities would have not influenced the price (Calculated on the basis of Volume 70.50 Weighted Average Price during 15:00:00 to 15:28:04 on Sep. 27, 2012)

Approximate difference in settlement price 8.15

14. It is noted that, had these buy and/or sell orders not been placed by aforesaid entities during last 2 minutes of the trading day, the closing price of the scrip would have ₹ been approximately 70.50 (which is the VWAP during 15:00:00 to 15:28:04 on the trading day). Hence, by influencing the price during the last 2 minutes of the trading ₹ day, these connected entities pushed up the closing VWAP of the scrip by 8.15 (i.e., ₹ 78.65 – ₹ 70.50) 15. In view of the above analysis and observations, I find that these connected entities, prima facie, manipulated the closing price in the cash segment, which is the settlement price for derivative segment, to gain from their long position in derivatives. The details of the unlawful gain made by these connected entities are discussed in the following paragraphs. 16. As shown in Table – 16 below, seven of the aforesaid nine connected entities (namely, Navinya Multitrade Private Limited, Shreyans Credit & Capital Private Ltd., Betul Minerals & Constructions Pvt. Ltd., Aventis Biofeeds Pvt Ltd., Betul Oils & Feeds Pvt Ltd., Sunmate Trade Private Limited and Uni24 Techno Solutions Private Ltd.) were holding significant net long position in futures of 71.96 lac shares of Ruchi Soya as on September 27, 2012. Table – 16 Client PAN Client Name Net Long % to Net position in futures Market OI acquired in (Qty in for near Cash Mkt on lac) month 27.09.2012 expiry (Qty in lac) AACCN9662J Navinya Multitrade Pvt Ltd 13.72 14.55 % 7.10 AAMCS7878M Shreyans Credit & Capital Pvt Ltd 13.16 13.96 % 6.01 AADCB7050M Betul Minerals & Conts. Pvt. Ltd. 13.00 13.79 % -- AAECA0863E Aventis Biofeeds Pvt Ltd 11.24 11.92 % 32.72 AACCB8638E Betul Oils & Feeds Pvt Ltd 10.24 10.86 % -- AAOCS9796A Sunmate Trade Pvt Ltd 8.40 8.91 % 4.90 AABCU2171N Uni24 Techno Solutions Pvt Ltd 2.20 2.33 % 0.79 TOTAL 71.96 76.32 % 51.52

17. From the above facts, it is gathered that on account of settlement of their long position in futures of the scrip on the expiry day, the connected entities gained by ₹ 5.86 crore (71.96 lac shares x ₹ 8.15) by manipulatively and artificially influencing the settlement price as detailed in the following Table – 17: Table - 17 Client PAN Client Name Net Long Increase in Positive (Qty in lac) Square off ( in lac) AACCN9662J Navinya Multitrade Pvt Ltd 13.72 111.82 AAMCS7878M Shreyans Credit&Capital Pvt Ltd 13.16 107.25 AADCB7050M Betul Minerals & Conts. Pvt. Ltd. 13.00 105.95 AAECA0863E Aventis Biofeeds Pvt Ltd 11.24 91.60

AACCB8638E Betul Oils & Feeds Pvt Ltd 10.24 83.46 AAOCS9796A Sunmate Trade Private Limited 8.40 68.46 AABCU2171N Uni24 Techno Solutions Pvt. Ltd 2.20 17.93 TOTAL 71.96 586.47

18. The settlement price of any stock in derivatives, on the last day of expiry, is determined on the basis of the last half an hour VWAP in the cash market. Any positive impact on the closing VWAP would, in turn, positively impact the settlement price in the derivatives segment. The act of artificially impacting the settlement price in the derivatives segment is known as 'marking the close' in common parlance. The facts and circumstances as brought out in above analysis, prima facie, indicate that the aforesaid connected entities indulged in 'marking the close'. 19. As brought out herein above, by executing, prima facie, artificial and manipulated trades with huge volume and at a price significantly above the LTP, the connected entities pushed up the price of the scrip in the crucial last half an hour of trading on the expiry day. Thus, by inflating the settlement price, the connected entities increased their gain on net long positions in futures of Ruchi Soya. 20. One basic premise that underlies trading on the stock exchanges is that the clients conform to standards of transparency and ethical behavior and do not indulge in fraudulent, manipulative and unfair trade practices while dealing in securities.

In this case, the above trading pattern, prima facie, indicates that there was a concerted attempt by the aforesaid connected entities to artificially manipulate the settlement price and gain unlawful benefit from the long positions held by them in futures of the scrip. 21. Thus, from the foregoing, I find that the aforesaid entities have, prima facie, violated section 12A of the Securities and Exchange Board of India Act, 1992 and regulations 3 and 4 of the SEBI (Prohibition of the Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003. 22. In the facts and circumstances narrated above, the pattern of transactions of the connected entities presents an alarming picture of a concerted effort by connected entities to influence the settlement price of the scrip in order to gain an undue benefit from the net long positions held by them in futures of the scrip. The connected entities, in this case, have succeeded in their devise by adopting the above mentioned trading strategy that is abusive. If unchecked, without any prompt, remedial and preventive action, it is likely that these connected entities may extend such design to other scrips too.

Therefore, it is imperative that action be taken to make the market participants aware of the stringent consequences for adversely affecting the integrity of the market. 23. In the light of the preliminary findings in this matter as mentioned above, I am of the view that this is a fit case where pending detailed investigation effective action is required to be taken by way of an ad interim ex -parte order to prevent any further harm to investors and the securities market. Therefore, in order to protect the interest of investors and the integrity of the securities market, I, in exercise of the powers conferred upon me by virtue of Section 19 read with Sections 11(4), 11B and 11D of SEBI Act, 1992, pending detailed investigation that is directed to be completed expeditiously, hereby issue the following directions, by way of this ad-interim ex-parte order: a) The following entities are restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities in any manner whatsoever, till further directions:

Sr. No. Name PAN 1. Navinya Multitrade Private Limited AACCN9662J 2. Shreyans Credit and Capital Private Limited AAMCS7878M 3. Betul Minerals and Constructions Private Limited AADCB7050M 4. Aventis Biofeeds Private Limited AAECA0863E 5. Betul Oils & Feeds Private Limited AACCB8638E 6. Sunmate Trade Private Limited AAOCS9796A 7. Uni24 Techno Solutions Private Limited AABCU2171N 8. Vision Millennium Exports Private Limited AAACV6970B 9. Moebius Credit and Capital Private Limited AAHCM4176D b) The Stock Exchanges and the Depositories are directed to ensure that the above directions are strictly enforced. 24. The persons/entities against whom this order is passed may file their representations, if any, within twenty one days from the date of this order and, if they so desire, avail an opportunity of personal hearing on a date, place and time fixed in that regard by Securities and Exchange Board of India. 25. This order shall come into force with immediate effect.

RAJEEV KUMAR AGARWAL DATE: 15.02.2013 WHOLE TIME MEMBER PLACE: MUMBAI SECURITIES AND EXCHANGE BOARD OF INDIA