Interim order in the matter of Zylog Systems Limited

WTM/ RKA/ISD/23/2013 SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: RAJEEV KUMAR AGARWAL, WHOLE TIME MEMBER ORDER UNDER SECTIONS 11(1), 11(4) AND 11B OF THE SEBI ACT, 1992, AND SECTION 12A OF THE SECURITIES CONTRACTS (REGULATION) ACT, 1956 IN THE MATTER OF DEALINGS IN ZYLOG SYSTEMS LIMITED.- 1. Zylog Systems Limited ('ZSL') is a public limited company having its shares listed on the Bombay Stock Exchange Ltd. ('BSE') and the National Stock Exchange ('NSE'). The Integrated Market Surveillance System ('IMSS') of the Securities and Exchange Board of India ('SEBI'), generated alerts on the sudden change in the price of the scrip of ZSL such that the scrip saw a sharp fall in its price from an opening price of ` 300.50 on October 8, 2012 to a closing price of ` 76.40 on November 22, 2012 i.e. a fall of 74.58% in 32 trading days (as per NSE data). The price movement in the scrip at NSE is presented graphically below:

Total Traded Quantity Close Price 350 14,000,000 300 12,000,000 250 10,000,000 200 8,000,000 150 6,000,000 100 4,000,000 50 2,000,000 0 0

2. It was observed that the scrip of ZSL witnessed a steep price fall (particularly on three days) during October, 2012 as given in the following Table: Table 1 Date Open Price Close Price % change (close to close) 18-Oct-12 282.05 225.8 -19.99 30-Oct-12 224.05 186.1 -17.01 31-Oct-12 180 148.9 -19.99

3. SEBI also received complaints from investors through SEBI Complaints Redress System (SCORES) against ZSL, inter-alia, alleging incorrect submission of information by the promoters of ZSL to SEBI/Stock Exchanges. 4. The matter was, therefore, taken up for preliminary inquiry. It was observed from the information disclosed on BSE web-site that Mr. Sudarshan Venkatraman ('Mr. Sudarshan'), Mr. Ramanujam Sesharathnam ('Mr. Ramanujam'), and Sthithi Insurance Services Private Limited ('Sthithi') are all promoters of ZSL. Mr. Sudarshan is the Chairman and Chief Executive Officer of the ZSL and Mr. Ramanujam is its Managing Director and Chief Operating Officer. Sthithi is a private limited company whose shareholders and directors are Mr. Sudarshan and Mr. Ramanujam. (Source: Know Your Client documents obtained from Religare Securities Limited) 5. The findings of the preliminary inquiry are described in the following paragraphs and can be broadly categorized under the following heads: A. Misleading disclosures by the ZSL and its promoters B. Promoter using company funds to deal in shares of ZSL C. Dependent of director using funds of ZSL to deal in its shares.

D. Non-compliance of Takeover Regulations. E. Non disclosures by the ZSL and its promoters. F. Non disclosures by director of ZSL. A. Misleading disclosures by the Promoters and ZSL 6. While there was steep price fall in the price of the scrip on October 18, 2012, ZSL informed the BSE on October 19, 2012 that "other than those reported to the stock exchanges till date, there have been no reportable significant developments in the day to day operations of the Company and it is 'business as usual'. On the other hand the Promoters of the company have been buying and increasing their stake in the Company." 7. Examination of trading data of ZSL during the period October 01, 2012 to October 19, 2012, however, revealed that two of the promoters of ZSL, namely; Mr. Sudarshan and Mr. Ramanujam had not traded in the market. however, from their demat account statement it was observed that they had received 58,500 shares each through off market transfer from the third promoter, namely; Sthithi on October 1, 2012 which were then pledged to the Union Bank of India on October 3, 2012. During the same period, Sthithi had bought 20,058 shares and sold 61,712 shares of ZSL in the market.

On October 18, 2012, Karvy Financial Services and IFCI Limited invoked the pledge with regard to 6,40,000 shares and 90,362 shares, respectively, pledged with them by Sthithi. Due to such invocation of pledge, Sthithi's shareholding in ZSL decreased from 35.06% on October

17, 2012 to 32.84% on October 18, 2012.Thus, contrary to the disclosures made by ZSL to BSE, the stake of the promoters during the period October 1, 2012 to October 19, 2012 had actually decreased due to invocation of pledge as well as by direct sale of shares in the market by them. Thus, it was observed that ZSL made misleading and false disclosure of price sensitive information to the stock exchange and thereby, prima-facie, violated clause 36 of the Listing Agreement and regulation 3 and 4 of the SEBI(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (hereinafter referred to as the ' PFUTP Regulations'). 8. It was further observed that a news article published in the Economic Times dated November 2, 2012 and titled "Zylog crashes 40% on pledged share sale talk; CEO blames crash on panic by speculators" reported the following – 'Sudarshan Venkatraman, chairman & CEO, attributed the stock price fall to "panic" created by speculators. "Promoters and large institutions have increased their share holding over the past two weeks, coinciding with the fall in the share price."

He said there was no adverse impact on the company's business.' 9. The preliminary inquiry revealed that during the period October 18, 2012 to November 2, 2012 the shareholding of the promoters had actually decreased. During this period, Sthithi sold 63,646 shares in the market. Further, there was invocation of pledge by financiers and off market transfer of shares by Sthithi. Consequent to the same, its shareholding in ZSL had decreased from 1,08,02,539 shares (32.84%) to 1,03,23,199 shares (31.38%). Further, the other two promoters - Mr. Sudarshan and Mr. Ramanujam - did not purchase any share as reported to BSE as well as to the media and their shareholding remained unchanged during this period. It is, thus, observed that Mr. Sudarshan had given false and misleading statement in media that indicated continued support of the promoters; while in reality it was observed that the promoters' shareholding had actually decreased. It was therefore, brought out that he, prima facie, misled the market and contravened the provisions of regulations 3 and 4 of the PFUTP Regulations. A. Promoter using company funds to deal in shares of ZSL 10. From the Sthithi's bank account (number 910020048551797 with Axis Bank Ltd.) statement for the period from January 1, 2012 to December 31, 2012 it was observed that on numerous occasions Sthithi had received funds from ZSL and had, in turn, provided the same to Non Banking Finance Companies (NBFCs) on the same day for the purpose of repaying loan or to make interest payments for loan availed by it from them.

Sample instances of such fund flow are provided in the following Table–

Table 2 – Fund flow from ZSL to Sthithi and from Sthithi to NBFCs Sr.N Date of Amount (in o. transfer Entity 1 Amount (in `) Entity 2 `) Entity 3 1 29-03-2012 Zylog 3,45,00,000 Sthithi 2,43,41,630 IFCI Limited 2 02-05-2012 Zylog Systems Ltd; 2,50,00,000 Sthithi 35,00,000 IFCI Limited 3 09-05-2012 Zylog Systems Ltd 1,00,00,000 Sthithi 1,00,00,000 IFCI Limited Cholamandalam 4 11-05-2012 Zylog Systems Ltd 1,00,00,000 Sthithi 1,00,00,000 Investment Finance 1,00,00,000 5 11-05-2012 Zylog Systems Ltd 1,90,00,000 Sthithi IFCI Limited Zylog Systems Ltd 4,00,00,000 6 07-06-2012 Zylog Systems Ltd 29,00,000 Sthithi 4,28,92,727 IFCI Limited Karvy Financial 7 07-06-2012 Zylog Systems Ltd 20,80,822 Sthithi 20,80,822 Services Ltd Zylog Systems 8 29-06-2012 Limited 87,58,856 IFCI Limited Cholamandalam 9 29-06-2012 91,50,000 Sthithi 3,88,357 Investment Finance 10 04-07-2012 Zylog 50,00,000 Sthithi 50,00,000 IFCI Limited 11 22-08-2012 Zylog Systems Ltd 1,00,00,000 Sthithi 1,00,00,000 IFCI Limited 12 30-08-2012 Zylog Systems Ltd 1,00,00,000 Sthithi 1,00,00,000 IFCI Limited

Note:- In the above table, the fund flow is represented as funds being transferred from entity 1 to entity 2 who in turn has transferred the funds to entity 3. A single date in the column implies that all the transactions have happened on the same date. For example, on March 29, 3012, Sthithi received `3,45,00,000 from Zylog and on the same day paid `2,43,41,630 to IFCI Limited. 11. It was further observed that during the period January 1, 2012 till December 31, 2012, when above funds were transferred; Sthithi had dealt in shares of ZSL through various brokers. Further, Sthithi has traded only in shares of ZSL during this period as described in the following Table:- Table 3 – Broker-wise dealings of Sthithi in ZSL Value of shares No. of Value of shares sold (in ` Broker Name shares No. of shares sold bought (in ` crores) bought crores) 7.27 1,68,546 1,44,287 6.51 IFCI Financial Services Limited Reliable Stocks & Shares (India) 3.09 - 97,310 - Ltd. Reliable Stocks & Shares 2.93 6,495 92,570 0.19 Mumbai Pvt. Ltd. - 1,81,563 - 5.38 Religare Securities Ltd.

Twenty First Century Shares & 10.25 - 3,62,710 - Securities Ltd. 23.54 3,56,604 6,96,877 12.07 Total

12. On perusal of the agreement between Sthithi and the respective NBFCs, it was observed that the loan was granted by NBFCs to Sthithi, inter-alia, for purchasing shares/investment using ZSL shares as collateral. Thus, it was observed that Sthithi had availed loan from various NBFCs for dealing in shares of ZSL and the said loans were repaid to the NBFCs using funds received from ZSL. It appears that ZSL has provided funds to its promoter (Sthithi) to deal in its own shares which are, prima facie, contravention of provisions of section 77(2) of the Companies Act, 1956 and regulation 3 of the PFUTP Regulations. 13. Examination of Sthithi's bank account number 910020048551797 with Axis Bank Ltd, further revealed that during the period from April 1, 2011 to March 31, 2012, Sthithi transferred, a total of ` 26.47 crores to ZSL in four instances, and ZSL transferred a total of ` 14.89 crores to Sthithi in four instances. In ZSL's Annual Report (2011-2012), the Sthithi has been disclosed as a related party of ZSL and the relationship is described as "Enterprise influenced by Key Management personnel".

However, none of these fund transfers have been disclosed under the head "related party transactions" between ZSL and Sthithi in the said Annual Report, which, prima facie, is in violation of clause 32 and clause 49 of the Listing Agreement. B. Dependent of director using funds provided by ZSL to deal in its shares 14. It was further observed that Srikanth Sripriya, the spouse of Shri P. Srikanth who is whole time director of ZSL, had obtained loans from various NBFCs by pledging/transferring shares of ZSL as collateral. Perusal of the statement of Sripriya's bank accounts number 910010048483095 with Axis Bank Ltd and 00048410003028 with HDFC Bank during the period from January 1, 2012 to December 31, 2012 showed that Sripriya has on numerous occasions received funds from ZSL, its subsidiaries and its promoters and has provided the same to trading members and NBFCs. Sample instances of such finds flow is provided in the following Table:- Table 4 – Fund flow from ZSL to S Sripriya and from S Sripriya to NBFCs Sr. Date of Entity 1 Amount(in No. transfer Amount(in `) Entity 2 `) Entity 3 11-04-2012 Narayan Sriram and 12-04- Zylog Systems Investments Pvt 1 2012 Ltd 4,58,609 S Sripriya 4,58,609 Ltd 2 03-05-2012 Zylog Systems 2,00,00,000 S Sripriya 2,00,00,000 J M Financial and 04-05- Ltd Services P Ltd 2012 08-05-2012 Narayan Sriram and 09-05- Sthithi Insurance Investments Pvt 3 2012 Services 7,44,578 S Sripriya 7,44,578 Ltd

Zylog Systems IFCI Financial 4 11-05-2012 Ltd 1,50,00,000 S Sripriya 1,50,00,000 Services Limited

Zylog Systems IFCI Financial 5 15-05-2012 Ltd 1,00,00,000 S Sripriya 1,00,00,000 Services Limited

IFCI Financial 6 17-05-2012 Ram Seshratnam 28,00,000 S Sripriya 28,00,000 Services Limited

Zylog Systems IFCI Financial 7 18-05-2012 Ltd 70,00,000 S Sripriya 70,00,000 Services Limited

Zylog Systems IFCI Financial 8 25-07-2012 Ltd 4,00,000 S Sripriya 4,00,000 Services Limited

Zylog Systems IFCI Financial 9 30-08-2012 Ltd 50,00,000 S Sripriya 50,00,000 Services Limited

Note:- In the above Table the fund flow is represented as funds being transferred by entity 1 to entity 2(Sripriya) and then finally transfer by Sripriya to entity 4 (trading members/NBFCs). For example, Sripriya received ` 2,00,00,000(Rupees two crores) from ZSL on May 3, 2012 and transferred Rupees two crores to JM Financial Services Limited on May 4, 2012. 15. Sripriya's trades in ZSL through various brokers during the period January 1, 2012 till December 31, 2012 is as described in the following Table:- Table 5 – Broker-wise dealings of Sripriya in ZSL Number of Number of Value of shares Value of shares of ZSL shares of ZSL bought (in ` shares sold (in Broker Name bought sold crores) ` crores) Aditya Birla Money Ltd. 70,554 1,25,938 2.41 3.09 Edelweiss Broking Ltd. 10,000 42,000 0.29 0.47 Fortune Equity Brokers (India) Ltd. 80,700 2,46,981 2.41 2.49 IFCI Financial Services Ltd. 12,58,053 9,62,325 48.42 34.50 JM Financial Services Ltd. 27,39,848 28,67,593 106.32 109.62

Kotak Securities Ltd. - 2,72,796 - 2.53 Motilal Oswal Securities Ltd. 1,69,811 5,38,739 4.73 4.00 Prabhudas Lilladher Pvt.Ltd. - 1,23,468 - 1.06 Grand Total 43,28,966 51,79,840 164.59 157.78

16. It was observed that during the period January 1, 2012 to December 31, 2012, the trading of Sripriya in ZSL comprised 99.72% of her total trading portfolio (in terms of value). On perusal of the agreement between Sripriya and certain NBFCs mentioned above, it is observed that the loan was granted inter-alia for purchasing shares/investment using ZSL shares as collateral. Thus, it appears that Sripriya had availed loan from various NBFCs using shares of ZSL as collateral and thereafter traded in shares of ZSL and was repaying the loan to the NBFCs using funds received from ZSL/its promoters. Thus it is prima-facie, observed that ZSL has repeatedly provided funds to Sripriya to deal in ZSL in violation of section 77(2) of the Companies Act, 1956. Further, by dealing in securities using funds received from ZSL, directly or indirectly, Sripriya has also, prima-facie, violated provisions of regulation 3 and 4 of the PFUTP Regulations. 17. Further, examination of Sripriya's bank account no. 910010048483095 with Axis Bank Ltd during the period from January 1, 2012 to March 31, 2012, revealed that a sum of ` 2,00,00,000 (Rupees two crores) was transferred by ZSL to Sripriya on March 31, 2012. In ZSL's annual report (2011-2012), P Srikanth has been mentioned as a related party of ZSL.

However, on perusal of the said annual report, it is observed that no fund transfer between ZSL and Sripriya has been disclosed under the head "related party transactions". ZSL, prima-facie, has violated clause 32 and clause 49 of the Listing Agreement. Here again, the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer viz. Mr. Sudarshan, Mr. Ramanujam and Mr. S.P Srihari, respectively, have falsely vouched for the accuracy of the financial statements. D. Non-compliance of Takeover Regulations. 18. Mr. Ramanujam and Mr. Sudarshan are promoters-directors of ZSL;. Mr. Srikanth is a whole time director of ZSL; Sripriya is wife and dependent of Srikanth and Sthithi is a promoter of ZSL wherein Ramanujam and Sudarshan are shareholders and directors. Accordingly all five (Ramanujam, Sudarshan, Srikanth, Sripriya, and Sthithi) are persons acting in concert with each other with regard to their acquisitions in the ZSL. It is observed that during the period July 05, 2012 to December 31, 2012, Sripriya had bought 27, 71,280 shares (8.43% of the total shares of ZSL) on a gross basis.

As on April 01, 2012, the promoters and the persons acting in concert with them were holding 49.86% equity shares in ZSL. In terms of regulation 3(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011(hereinafter referred to as 'the Takeovers Regulations, 2011), an acquirer, who together with persons acting in concert with him, holds 25% or more shares or voting rights in a target company cannot acquire more than 5% of voting rights in that target company in any financial year unless he makes a public announcement to acquire shares in accordance with the Takeover Regulations, 2011. The promoters of ZSL along with person acting in concert (Sripriya) with them, however, acquired more than 5% of voting rights in ZSL during the financial year 2012-2013 without making public announcement as required under regulation 3(2) of the Takeovers Regulations, 2011 and contravened the same. E. Non disclosures by the promoters and ZSL 19. The shareholding of promoters', as per the details filed by ZSL with the stock exchanges, was compared with the actual holding of promoters as obtained from both the depositories, for the quarter ending March, June, September and December 2012. As per the quarterly shareholding details filed with the stock exchanges and information from the registrar(viz.

Cameo Corporate Services Limited), the entire holding of the promoters' is in demat form as on the above four quarter endings. It was observed that for each of these four quarters, the holding of promoters, disclosed to the stock exchanges, was much higher than the actual holding of promoters' as available in the depository system. For instance, as per the March 2012 quarterly shareholding filed with BSE by ZSL, the promoters' holding has been shown as 68,330,034 shares constituting 41.53% of the total equity capital of the company. On the other hand, the actual holding of the promoters as per the depository data works out to 64,14,234 shares i.e. only 39% of the total equity capital of the company. Similar discrepancy in the disclosed and the actual holding of the promoters is observed for the other quarters of 2012 as shown in the following Table– Table 6 – Holding of Promoters Quarter ended Holding of promoters as filed Actual holding of promoters as with BSE (% of equity capital) seen from depository data (% of equity capital) March 2012 68,30,034 (41.53%) 64,14,234 (39.00%) June 2012 68,32,634 (41.54%) 63,56,834 (38.56%) September 2012 1,39,89,064 (42.53%) 1,23,09,901 (37.42%) December 2012 1,11,50,450 (33.90%) 84,81,793 (25.79%)

20. The ZSL and its promoters have, therefore, prima facie, provided false and misleading information to the stock exchange as regards the actual holding of the promoters, thus, prima facie violating clauses 35 and 41 of the Listing Agreement and regulation 3 of the PFUTP Regulations. 21. Further, it is observed that the percentage of shares actually pledged, as per the depository system, by the promoters and that disclosed to the stock exchanges is materially different. For instance, for the quarter ending March 2012, percentage of promoters' holding pledged has been disclosed to the stock exchanges as 52.93% while in the depository system, the actual pledge of promoters' holding is 83.50%. Similar mismatches have been observed for the other quarters of 2012 as brought out in the following Table :- Table 7 – Percentage of shares of promoters' holding pledged Quarter ended Percentage of shares of Actual percentage of shares of promoters' holding pledged (as promoters' holding pledged ( filed with BSE) as seen from demat statement) March 2012 52.93 83.5 June 2012 52.91 84.38 September 2012 51.68 93.96 December 2012 73.25 96.91

22. ZSL has therefore, prima facie, provided false and incorrect disclosure to the stock exchange about the quantum/percentage of shares pledged by its promoters and the disclosures were made by them in distorted manner. Thus, ZSL has, prima facie, violated clauses 35 and 41 of the Listing Agreement and regulation 3 of the PFUTP Regulations with regard to disclosure of pledged shares also. 23. Examination of the demat statements of the promoters of ZSL reveals numerous creation, revocation and invocation of pledges by them. For example, during the period from January 1, 2012 till December 31, 2012 there have been eleven instances of pledge creation, ten instances of pledge revocation and fifteen instances of pledge invocation. The promoters are required to disclose the same to the company and the exchanges as mandated by regulations 31(1) and 31(2) read with 31(3) of the Takeover Regulations, 2011. However, the promoters have not disclosed any of these events to the exchanges for dissemination to the public. Instances in this regard are given in Annexure 1. 24. Additionally, examination of the transactions of the promoters during the period January 1, 2012 till December 31, 2012, reveals that there have been at least fifty eight instances of trade in shares of ZSL in which either the transaction was for more than 25,000 shares or the value of the transactions was more than five lakhs rupees. The promoters are required to disclose the same to the company and the exchanges as mandated by Regulations 13(4)

and 13(4A) read with 13(5) of SEBI (Prohibition of Insider Trading) Regulations, 1992{hereinafter referred to as PIT Regulations}. However the promoters have not disclosed any of these transactions to the exchanges and have, therefore, prima-facie, contravened Regulation 13(4) and 13(4A) read with 13(5) of PIT Regulations. Details are provided in Annexure 2. F. Non disclosures by director of ZSL 25. It was observed from the examination of trading data of ZSL, during the period January 1, 2012 to December 31, 2012, that Srikanth Sripriya, the wife and dependent of the whole time directors of ZSL has traded extensively in the scrip of ZSL and that there has been at least two hundred and nineteen instances in which the transaction was for more than 25,000 shares or the value of the transactions was more than rupees five lakhs. Details of these transactions are provided in Annexure 3. P Srikanth as a director was required to disclose details of these transactions to ZSL and the stock exchanges as mandated by regulations 13(4) read with 13(5) of the PIT Regulations. However, P Srikanth has not disclosed any of these transactions to the exchanges, and has, therefore, contravened regulation 13(4) read with 13(5) of PIT Regulations.

26. I note from the above observations made during the preliminary inquiry that subsequent to the price fall in the scrip on October 18, 2012, ZSL provided misleading information to the exchanges wherein it stated that the promoters have been buying and increasing their stake while actually the promoters were net sellers and their shareholding declined due to invocation of pledge by financiers. I also note that similar misleading clarification was also given by the promoter of ZSL, Mr. Sudarshan, to the media. Further, the ZSL disclosed incorrect and false information in the quarterly shareholding pattern for the four quarters in the year 2012 to the stock exchanges by overstating the holding of the promoters and understating the quantum of shares pledged by the promoters. Instances of non-adherences to accounting standards and listing agreement in the annual report by ZSL have also been observed during preliminary inquiry as brought in the preceding paragraphs. 27. From the above observations of preliminary inquiry, I note that there were repeated instances of false, incorrect and misleading disclosures and concealment of material information by the ZSL and its promoters/directors to the stock exchanges with respect to their on-market and off-market transactions in the scrip and their pledge related transactions.

These incorrect, false and misleading disclosures as well as non-disclosure of certain material information assume enormous significance, from the angle of market integrity, when there is very sharp movement in the price of the scrip and the promoters/directors themselves are involved in the trading of the same, directly or indirectly. For instance, when the ZSL/ its promoters are claiming in the market that there is 'business as usual' in the company and the promoters are buying the shares, though in reality they are, directly or indirectly, selling the shares; the prima facie inference will be that the promoters are facilitating their own exit while advising the non-promoter investors to remain invested or buy more. This is not only unethical and unfair but also fraudulent behaviour on the part of the promoters. In this regard, the following observations made by the the Hon’ble Securities Appellate Tribunal ("Hon’ble SAT") in matter of V. Natarajan vs. SEBI (Order dated June 29, 2011 in Appeal No.104 of 2011) are worth mentioning: “… we are satisfied that the provisions of Regulations 3 and 4 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 were violated.

These regulations, among others, prohibit any person from employing any device, scheme or artifice to defraud in connection with dealing in or issue of securities which are listed or proposed to be listed on an exchange. They also prohibit persons from engaging in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with any dealing in or issue of securities that are listed on stock exchanges. These regulations also prohibit persons from indulging in a fraudulent or unfair trade practice in securities which includes publishing any information which is not true or which he does not believe to be true. Any advertisement that is misleading or contains information in a distorted manner which may influence the decision of the investors is also an unfair trade practice in securities which is prohibited. The regulations also make it clear that planting false or misleading news which may induce the public for selling or purchasing securities would also come within the ambit of unfair trade practice in securities. …….” 28. From the above judgment of Hon'ble SAT also it is clear that the fraudulent or unfair trade practices in securities as prohibited by PFUTP Regulations include publishing any information which is not true or any advertisement that is misleading or contains information in a distorted manner.

In the facts and circumstances of this case as mentioned above it is, prima facie, found that the ZSL and its promoters /directors disclosed false, incorrect and misleading disclosures about price sensitive information on the stock exchanges and also in media. The disclosures made by them particularly those relating to shareholding of promoters of ZSL and pledge of shares by them as observed herein above, contained information in distorted manner. 29. It has been observed during preliminary inquiry that ZSL has provided funds on several occasions to the promoter entity Sthithi and Srikanth Sripriya for dealing in shares of ZSLand has thereby, prima-facie, violated provisions of section 77(2) of the Companies Act, 1956. In note that under similar circumstances, in the case of Gammon India Limited vs. SEBI, Hon'ble SAT vide its order dated June 20, 2008 had held that providing funds to entities by the company for the purpose of buying its own shares amounted to a violation of the PFUTP Regulations. In view of the same, I prima facie find that Sthithi and Sripriya have violated provisions of regulation 3 and 4 of the PFUTP Regulations.

30. Further, I observe that the promoters of ZSL along with Sripriya, prima facie, acting in concert have acquired shares in ZSL beyond the threshold stipulated under regulation 3(2) of the Takeover Regulations without complying with the obligation of making open offer. 31. I note that the entire sequence of events such that the price fall in the scrip, ZSL and its promoters, directors making false, misleading and distorted disclosures repeatedly and not making requisite disclosures under the Takeover Regulations, PIT regulations and the Listing Agreement for information to general public and making false and distorted disclosure in the annual report as observed during the preliminary inquiry, clearly show an orchestrated device, plan or artifice on the part of ZSL its promoters/directors namely Mr. Sudarshan, Mr. Ramanjuam and Sthithi and its Chief financial Officer Mr. S.P. Srihari to mislead and defraud the investors. 32. I am of the view that these repeated instances of concealment of information, dissemination of false and misleading information by the promoters/ZSL especially in the context of falling market prices of ZSL along with instances of funding of promoter/wife of director by ZSL and failure to make an open offer, apart from being in non compliance of the provisions of the Listing Agreement, Takeover Regulations and PIT Regulations, point to a sinister intent by the promoters/directors of ZSL to act fraudulently and in a manipulative manner to the detriment of the gullible genuine investors.

I, therefore, prima facie, find that ZSL and its promoters/directors have contravened the provisions of regulation 3(a), (b), (c), (d) and 4 (1), (2) (d), (e), (f), & (r) of the PFUTP Regulations which are reproduced hereunder:

PFUTP Regulations "3. Prohibition of certain dealings in securities No person shall directly or indirectly— (a) buy, sell or otherwise deal in securities in a fraudulent manner (b) use or employ, in connection with issue, purchase or sale of any security 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 there under; (c) employ any device, scheme or artifice to defraud in connection with dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange; (d) engage in any act, practice, course of business which operates or would operate 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 there under.

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:— ……………………………………………………………………………………… ……………………………………………………………………………………… ………. (d) paying, offering or agreeing to pay or offer, directly or indirectly, to any person any money or money’s worth for inducing such person for dealing in any security with the object of inflating, depressing, maintaining or causing fluctuation in the price of such security; (e) any act or omission amounting to manipulation of the price of a security; (f) publishing or causing to publish or reporting or causing to report by a person dealing in securities any information which is not true or which he does not believe to be true prior to or in the course of dealing in securities; ……………………………………………………………………………………… ……………………………………………………………………………………… ……………………………………………………………………………………… (r) planting false or misleading news which may induce sale or purchase of securities.

……………………………………………………………………………………." 33. I further note that the aforesaid acts and omissions on the part of the promoters and directors of ZSL lead to the inference that the conduct of the promoters/directors and ZSL is, prima facie, mala fide. I am of the opinion that the above conduct of the ZSL, its promoters, and other related entities/persons described above raises grave concerns and erodes the integrity of the promoters with respect to their fiduciary duty to the shareholders of ZSL. The conduct of the ZSL and its promoters/directors and their dealings in shares or funds of ZSL as described above is, prima facie, inimical to the interests of investors in the securities market. 34. Given the vital functions of protecting investors and safeguarding the integrity of the securities market vested in SEBI and the commensurate powers given to it under the securities laws, it is necessary that SEBI exercise these powers firmly and effectively to insulate the market and its investors from the fraudulent actions of the participants in the securities market, thereby fulfilling its legal mandate.

A basic premise that underlies the integrity of securities market is that participants conform to standards of transparency, good governance and ethical behaviour prescribed in securities laws and do not resort to fraudulent activities. In this case, the conduct of the promoters / directors/their dependents, as brought out above has been violative of this basic obligation cast by law. Therefore, in view of the aforesaid, prima facie findings, it is felt necessary to intervene in this matter to safeguard the interest of the shareholders of ZSL and protect the integrity of the securities market. I am convinced that this is also a case where, pending investigation, effective and expeditious action is required to be taken to prevent any further harm to investors and to thwart any further designs of ZSL and its promoters/directors, which are, prima facie, fraudulent, manipulative and unfair,. This is also a fit case where SEBI needs to send a stern message to deter companies and their promoters/ directors from indulging in such acts of unethical, unfair and fraudulent behaviour as observed in this case.

In my view, therefore, in the facts and circumstances of this case an urgent preventive and remedial action needs to be taken by way of ad interim ex-parte order. 35. Therefore, in order to protect the interest of the investors and the integrity of the securities market, I, in exercise of the powers conferred upon me in terms of section 19 read with Section 11(1), Section 11(4)(b) and Section 11B of SEBI Act, 1992 and section 12A of the Securities Contracts (Regulation) Act, 1956, pending inquiry/investigation and passing of final order in the matter, hereby restrain the following persons/entities from buying, selling or dealing in the securities markets, either directly or indirectly, in any manner, till further directions:-

Sr. No. Name of Entity Permanent Account Number 1 Sthithi Insurance Services AAKCS6316E Private Limited 2 Sudarshan Venkatraman AWJPS4793B 3 Ramanujam Sesharathnam AERPR6301N 4 Parthasarathy Srikanth AAQPS9253H 5 Srikanth Sripriya AZAPS0630H 6 S.P. Srihari AFJPS1694C

36. The stock exchanges and the depositories are directed to ensure that the above directions are strictly enforced. 37. This order is without prejudice to the right of SEBI to take any other action that may be initiated against ZSL and its directors/promoters/their dependents in accordance with law. 38. The entities/persons against whom this Order is being passed may file their objections, if any, within twenty one days from the date of this Order and, if they so desire, may avail themselves of an opportunity of personal hearing before the Securities and Exchange Board of India at its Head Office at SEBI Bhavan, Plot C4-A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400051 on a date and time to be fixed on a specific request, to be received in this behalf from the entities/persons. 39. This order shall come into force with immediate effect.

RAJEEV KUMAR AGARWAL DATE: June 13 ,2013 PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Annexure-1 Pledge related transactions of the promoters Nature of transaction(Ple dge - Creation/Invo Date of cation/Revoca Number of Sr. No. transaction tion) Name of Promoter shares Counterparty Sthithi Insurance Services 1 30-03-2012 revocation Pvt Ltd 5,00,000 IFCI Limited Sthithi Insurance Services Reliance Capital 2 30-03-2012 creation Pvt Ltd 59,000 Limited Sthithi Insurance Services Dena Bank, T 3 31-03-2012 creation Pvt Ltd 5,00,000 Nagar Branch Sthithi Insurance Services Reliance Capital 4 04-04-2012 creation Pvt Ltd 8,000 Limited Cholamandalam Investment and Sthithi Insurance Services Finance Company 5 09-07-2012 revocation Pvt Ltd 1,85,000 Limited Sthithi Insurance Services Religare Finvest 6 24-07-2012 creation Pvt Ltd 3,36,000 Limited Sthithi Insurance Services Religare Finvest 7 26-07-2012 revocation Pvt Ltd 2,00,000 Limited Sthithi Insurance Services Religare Finvest 8 06-08-2012 creation Pvt Ltd 1,90,000 Limited Sthithi Insurance Services Karvy Financial 9 10-08-2012 creation Pvt Ltd 11,70,000 Services Limited Sthithi Insurance Services Aditya Birla Finance 10 17-09-2012 revocation Pvt Ltd 10,000 Limited Sthithi Insurance Services 11 26-09-2012 revocation Pvt Ltd 7,50,000 IFCI Limited Sthithi Insurance Services Karvy Financial 12 18-10-2012 revocation Pvt Ltd 6,40,000 Services Limited Sthithi Insurance Services 13 18-10-2012 revocation Pvt Ltd 90,362 IFCI Limited Sthithi Insurance Services Karvy Financial 14 19-10-2012 invocation Pvt Ltd 12,694 Services Limited Sthithi Insurance Services Karvy Financial 15 19-10-2012 revocation Pvt Ltd 5,17,306 Services Limited Sthithi Insurance Services Religare Finvest 16 26-10-2012 creation Pvt Ltd 1,81,563 Limited Sthithi Insurance Services 17 01-11-2012 invocation Pvt Ltd 21,932 IFCI Limited Sthithi Insurance Services 18 02-11-2012 invocation Pvt Ltd 86,314 IFCI Limited

Cholamandalam Investment and Sthithi Insurance Services Finance Company 19 20-11-2012 invocation Pvt Ltd 3,000 Limited Sthithi Insurance Services 20 20-11-2012 invocation Pvt Ltd 8,17,600 IFCI Limited Sthithi Insurance Services Religare Finvest 21 20-11-2012 revocation Pvt Ltd 2,86,435 Limited Sthithi Insurance Services Religare Finvest 22 20-11-2012 revocation Pvt Ltd 1,31,787 Limited Sthithi Insurance Services JM Financial 23 26-11-2012 invocation Pvt Ltd 1,10,574 Products Limited Sthithi Insurance Services 24 26-11-2012 invocation Pvt Ltd 2,00,000 IFCI Limited Sthithi Insurance Services 25 29-11-2012 invocation Pvt Ltd 2,00,000 IFCI Limited Sthithi Insurance Services 26 30-11-2012 invocation Pvt Ltd 4,00,000 IFCI Limited Sthithi Insurance Services JM Financial 27 05-12-2012 invocation Pvt Ltd 27,000 Products Limited Sthithi Insurance Services JM Financial 28 07-12-2012 invocation Pvt Ltd 18,434 Products Limited Sthithi Insurance Services JM Financial 29 10-12-2012 invocation Pvt Ltd 16,080 Products Limited Sthithi Insurance Services JM Financial 30 21-12-2012 invocation Pvt Ltd 22,500 Products Limited Sthithi Insurance Services JM Financial 31 26-12-2012 invocation Pvt Ltd 1,20,000 Products Limited Sthithi Insurance Services JM Financial 32 27-12-2012 invocation Pvt Ltd 1,17,136 Products Limited 33 28-09-2012 creation Sudarshan Venkatraman 4,15,000 Union Bank of India 34 03-10-2012 creation Sudarshan Venkatraman 58,500 Union Bank of India 35 28-09-2012 creation Ramanujam Sesharathnam 2,85,000 Union Bank of India 36 03-10-2012 creation Ramanujam Sesharathnam 58,500 Union Bank of India

Annexure 2 Disclosure Violations by the promoters and promoter-directors under PIT Regulations Dealings of Sthithi Insurance Services Private Limited

Sr. No. Date Transaction Type Net traded Quantity of shares Value in Rs.

1 13-02-2012 SELL 2,100 10,59,500.00 2 13-02-2012 OFF MARKET BUY 98,000 -

3 15-02-2012 SELL 98,000 5,33,69,566.30

4 06-03-2012 BUY 10,934 58,03,091.65

5 09-03-2012 BUY 14,654 78,28,460.85

6 13-03-2012 BUY 13,347 72,20,491.20

7 19-03-2012 SELL 10,000 55,20,750.00

8 21-03-2012 BUY 5,210 30,66,859.00

9 26-03-2012 SELL 1,272 7,58,748.00

10 27-03-2012 SELL 5,624 33,68,384.55

11 30-04-2012 BUY 2,600 16,83,845.90

12 04-07-2012 BUY 95,000 3,01,14,931.00

13 13-07-2012 SELL 85,163 2,71,24,030.65 14 14-07-2012 OFF MARKET SELL 2,85,000 -

15 23-07-2012 SELL 1,02,099 3,18,02,265.20

16 02-08-2012 BUY 1,10,900 3,29,87,792.60

17 03-08-2012 BUY 17,757 52,26,000.85

18 06-08-2012 BUY 24,600 72,04,388.30

19 07-08-2012 BUY 28,306 83,49,549.10 20 24-07-2012 OFF MARKET SELL 76,000 -

21 27-07-2012 OFF MARKET SELL 2,00,000 - 22 06-08-2012 OFF MARKET BUY 90,000 - 23 13-08-2012 OFF MARKET SELL 1,81,563 -

24 13-08-2012 SELL 25,000 74,00,000.00

25 14-08-2012 SELL 20,000 59,57,860.45 26 16-08-2012 SELL 30,000 89,72,674.30

27 17-08-2012 SELL 25,000 74,76,958.40

28 21-08-2012 SELL 25,000 74,26,799.95

29 23-08-2012 SELL 25,000 74,31,657.30

30 30-08-2012 SELL 25,000 72,73,906.20

31 04-09-2012 SELL 25,000 72,72,607.05

32 11-09-2012 BUY 6,495 18,62,076.55

33 14-09-2012 SELL 25,000 70,03,750.00

34 17-09-2012 SELL 25,000 72,22,500.00

35 20-09-2012 SELL 10,000 28,30,000.10 36 25-09-2012 OFF MARKET SELL 2,87,000 - 37 27-09-2012 OFF MARKET SELL 3,86,484 - 38 01-10-2012 OFF MARKET SELL 1,17,000 -

39 01-10-2012 SELL 10,000 28,35,532.35

40 03-10-2012 SELL 10,000 28,45,000.00

41 08-10-2012 SELL 15,000 45,15,000.00

42 09-10-2012 SELL 5,000 14,84,750.00

43 15-10-2012 SELL 9,578 28,02,059.20

44 16-10-2012 BUY 1,185 3,36,584.25 45 17-10-2012 BUY 6,739

19,07,685.10 46 19-10-2012 OFF MARKET SELL 3,00,000 - 47 22-10-2012 OFF MARKET SELL 80,000 -

47 22-10-2012 SELL 17,371 39,45,469.95

49 23-10-2012 SELL 15,000 33,93,640.00 50 25-10-2012 OFF MARKET BUY 30,000 -

51 25-10-2012 SELL 10,100 22,89,501.45

52 26-10-2012 SELL 5,965 13,14,328.80

53 29-10-2012 SELL 12,500 27,83,450.65

54 30-10-2012 SELL 2,710 5,91,409.80

Dealings of Ramanujam Sesharathnam

Sr. No. Date Transaction Type Net traded Quantity of shares 1 25-09-2012 OFF MARKET BUY 1,43,500 2 01-10-2012 OFF MARKET BUY 58,500

Dealings of Sudarshan Venkatraman

Sr. Net traded Quantity of shares No. Date Transaction Type 1,43,500 1 25-09-2012 OFF MARKET BUY 58,500 2 01-10-2012 OFF MARKET BUY

Annexure 3 Disclosure Violations by P Srikanth under PIT Regulations Sr. No. Date Transaction Net traded quantity Net traded value (in Rs.) 1 03-01-2012 BUY 6,829 27,59,071.30 2 04-01-2012 BUY 9,542 38,48,169.60 3 05-01-2012 BUY 14,284 57,63,134.30 4 06-01-2012 BUY 8,524 34,43,918.40 5 09-01-2012 BUY 11,702 47,11,664.85 6 11-01-2012 SELL 2,642 10,55,453.05 7 12-01-2012 BUY 7,286 29,23,267.55 8 16-01-2012 SELL 1,44,844 5,82,27,671.45 9 17-01-2012 SELL 6,288 25,66,258.20 10 18-01-2012 BUY 14,471 59,87,419.50 11 19-01-2012 SELL 1,525 6,14,396.75 12 23-01-2012 SELL 2,651 10,77,208.25 13 24-01-2012 BUY 5,840 24,83,510.50 14 25-01-2012 BUY 10,044 43,10,541.80 15 27-01-2012 SELL 8,700 37,23,601.90 16 30-01-2012 SELL 15,112 64,98,837.90 17 01-02-2012 BUY 4,837 22,17,448.55 18 02-02-2012 SELL 1,26,609 5,94,27,476.45 19 03-02-2012 BUY 20,650 1,00,69,533.95 20 06-02-2012 BUY 8,056 40,81,350.55 21 07-02-2012 BUY 12,654 62,71,848.60 22 09-02-2012 SELL 21,195 1,02,71,001.35 23 10-02-2012 BUY 20,116 1,00,66,307.80 24 13-02-2012 SELL 51,504 2,59,68,559.60 25 14-02-2012 SELL 1,19,648 6,18,99,352.95 26 15-02-2012 SELL 12,072 64,03,033.85 27 16-02-2012 SELL 20,441 1,13,14,730.30 28 17-02-2012 BUY 29,250 1,64,73,125.45 29 21-02-2012 BUY 1,247 7,01,108.80 30 22-02-2012 BUY 22,400 1,24,72,809.80 31 23-02-2012 BUY 32,948 1,79,61,415.45 32 27-02-2012 BUY 67,892 3,59,66,521.90 33 28-02-2012 SELL 1,800 7,75,830.55 34 29-02-2012 BUY 1,630 8,80,357.80 35 01-03-2012 BUY 11,540 62,05,897.05 36 02-03-2012 BUY 15,600 83,45,340.25 37 03-03-2012 SELL 1,250 6,63,187.90 38 05-03-2012 BUY 2,829 15,19,692.30 39 07-03-2012 BUY 2,000 10,63,627.40 40 14-03-2012 BUY 3,270 20,06,141.10

41 15-03-2012 BUY 9,400 51,03,678.90 42 16-03-2012 BUY 9,337 52,05,644.00 43 19-03-2012 BUY 16,002 88,86,313.05 44 20-03-2012 BUY 22,010 1,26,51,812.55 OFF MARKET 20-03-2012 2,00,000 45 SELL - 46 21-03-2012 BUY 37,800 2,24,51,839.55 47 22-03-2012 BUY 8,530 50,93,520.30 48 23-03-2012 BUY 8,241 49,04,901.85 49 26-03-2012 SELL 9,100 53,06,068.55 50 27-03-2012 BUY 26,960 1,62,43,712.45 51 28-03-2012 SELL 3,722 22,25,013.45 52 30-03-2012 BUY 8,637 52,91,480.80 53 02-04-2012 SELL 2,853 17,74,143.50 54 03-04-2012 BUY 7,280 45,73,036.05 55 04-04-2012 BUY 2,854 17,89,839.35 56 09-04-2012 BUY 5,200 32,47,549.65 57 10-04-2012 BUY 5,358 33,55,750.30 58 11-04-2012 BUY 5,300 33,08,050.00 59 12-04-2012 BUY 2,098 13,11,406.85 60 13-04-2012 BUY 18,880 1,17,41,334.70 61 17-04-2012 BUY 6,842 42,35,770.80 62 19-04-2012 BUY 899 5,45,646.30 63 20-04-2012 BUY 14,810 94,81,466.95 64 23-04-2012 BUY 3,821 23,96,825.00 65 24-04-2012 BUY 13,450 85,20,087.80 66 25-04-2012 BUY 5,485 34,58,666.90 67 26-04-2012 BUY 2,800 17,58,161.90 68 27-04-2012 BUY 3,698 23,33,615.45 69 30-04-2012 BUY 7,007 45,35,133.35 70 02-05-2012 SELL 78,783 5,07,56,714.30 71 03-05-2012 BUY 11,412 74,08,469.45 72 04-05-2012 BUY 19,790 1,27,69,193.85 73 07-05-2012 BUY 13,640 86,86,651.10 74 08-05-2012 BUY 9,770 61,86,380.35 75 09-05-2012 BUY 5,970 37,37,861.10 OFF MARKET 09-05-2012 40,000 76 BUY - 77 10-05-2012 BUY 11,529 73,01,490.30 78 11-05-2012 BUY 10,711 67,62,201.45 79 14-05-2012 SELL 950 6,01,352.80 80 15-05-2012 BUY 5,510 34,65,370.45 81 16-05-2012 BUY 24,050 1,48,73,580.50 82 17-05-2012 SELL 9,000 55,89,000.00 83 18-05-2012 BUY 12,050 75,12,490.90

84 21-05-2012 BUY 8,127 51,31,139.20 85 22-05-2012 BUY 7,846 49,69,499.15 86 23-05-2012 SELL 22,449 1,40,12,527.10 87 24-05-2012 SELL 4,981 31,19,455.05 88 25-05-2012 SELL 46,451 2,90,53,901.10 89 28-05-2012 BUY 12,743 82,82,748.25 90 29-05-2012 BUY 40,010 2,57,70,923.55 91 30-05-2012 SELL 37,404 2,33,42,210.45 92 31-05-2012 SELL 10,865 68,01,202.90 93 01-06-2012 BUY 3,784 23,70,646.20 94 04-06-2012 BUY 4,655 28,89,827.65 95 06-06-2012 SELL 3,367 21,06,248.40 96 07-06-2012 BUY 2,824 17,79,821.25 97 08-06-2012 BUY 3,162 19,85,507.80 98 11-06-2012 BUY 4,602 28,99,018.25 99 12-06-2012 SELL 29,449 1,83,02,287.30 100 13-06-2012 BUY 13,494 84,46,287.45 101 14-06-2012 SELL 27,319 1,70,46,437.15 102 15-06-2012 SELL 26,674 1,66,49,005.05 103 18-06-2012 BUY 2,049 12,82,134.75 104 19-06-2012 BUY 7,052 44,13,429.65 105 20-06-2012 BUY 6,680 41,71,663.85 106 25-06-2012 SELL 7,445 46,20,227.90 107 26-06-2012 BUY 1,706 10,59,616.30 108 27-06-2012 SELL 2,243 13,85,611.05 109 28-06-2012 SELL 2,823 13,33,410.90 110 29-06-2012 BUY 12,132 38,21,196.45 111 02-07-2012 BUY 10,949 34,01,772.45 112 03-07-2012 BUY 24,497 76,52,368.80 113 04-07-2012 BUY 51,533 1,63,53,778.70 114 05-07-2012 BUY 50,019 1,63,36,138.40 115 06-07-2012 BUY 8,233 26,86,779.25 116 09-07-2012 BUY 3,541 11,45,079.95 117 10-07-2012 BUY 29,435 95,97,866.85 118 11-07-2012 BUY 7,993 25,98,577.50 119 12-07-2012 BUY 12,171 39,48,458.95 120 13-07-2012 BUY 1,31,554 4,19,97,332.95 OFF MARKET 14-07-2012 2,85,000 121 BUY - 122 16-07-2012 BUY 9,935 31,66,991.05 OFF MARKET 17-07-2012 63,000 123 BUY - 124 18-07-2012 SELL 17,091 54,18,110.55 125 19-07-2012 SELL 36,683 1,17,75,630.20 126 20-07-2012 SELL 13,790 43,50,539.80

127 23-07-2012 BUY 1,16,817 3,64,30,102.35 128 24-07-2012 BUY 5,677 17,82,360.35 OFF MARKET 24-07-2012 76,000 129 BUY - 130 26-07-2012 BUY 1,22,509 3,64,22,244.05 131 27-07-2012 BUY 83,855 2,53,43,785.30 OFF MARKET 27-07-2012 2,00,000 132 BUY - 133 31-07-2012 BUY 30,000 89,50,500.00 134 01-08-2012 BUY 25,700 76,49,787.90 OFF MARKET 01-08-2012 1,00,000 135 SELL - 136 02-08-2012 SELL 45,000 1,33,59,005.15 137 03-08-2012 SELL 1,05,890 3,12,45,311.50 OFF MARKET 03-08-2012 90,000 138 SELL - OFF MARKET 04-08-2012 1,95,000 139 SELL - 140 06-08-2012 SELL 20,000 58,93,294.05 OFF MARKET 06-08-2012 80,700 141 SELL - 142 07-08-2012 SELL 90,746 2,67,27,394.10 143 08-08-2012 SELL 26,416 81,84,889.90 144 09-08-2012 SELL 21,547 64,64,147.55 145 10-08-2012 SELL 46,092 1,34,80,136.50 OFF MARKET 10-08-2012 1,00,000 146 SELL - 147 13-08-2012 SELL 3,637 12,80,872.20 148 16-08-2012 SELL 37,181 1,11,23,447.35 149 17-08-2012 SELL 26,490 79,40,110.95 150 21-08-2012 SELL 6,923 20,70,286.70 151 22-08-2012 SELL 44,388 1,31,96,712.95 152 23-08-2012 SELL 19,627 58,57,250.10 153 24-08-2012 SELL 80,508 2,39,64,031.60 154 27-08-2012 BUY 19,100 56,14,841.65 155 28-08-2012 BUY 26,742 77,43,806.90 156 29-08-2012 BUY 34,712 99,57,911.85 157 30-08-2012 BUY 46,368 1,34,69,267.95 158 31-08-2012 BUY 14,160 41,18,539.20 159 03-09-2012 BUY 20,087 58,48,760.00 160 04-09-2012 BUY 61,500 1,78,53,028.85 161 05-09-2012 BUY 14,010 40,44,963.95 162 06-09-2012 BUY 36,591 1,08,45,219.00 163 07-09-2012 BUY 16,329 47,91,911.75 164 11-09-2012 SELL 7,968 22,73,893.20

165 12-09-2012 SELL 22,664 64,48,161.65 166 14-09-2012 BUY 25,000 70,03,745.50 167 17-09-2012 SELL 49,251 1,41,85,460.45 OFFMARKET 17-09-2012 37,000 168 SELL - 169 18-09-2012 SELL 36,195 1,02,80,189.05 170 20-09-2012 SELL 36,856 1,05,36,312.85 171 21-09-2012 BUY 63,154 1,78,80,067.10 172 24-09-2012 BUY 29,921 84,77,716.65 173 25-09-2012 BUY 4,511 12,70,736.55 174 26-09-2012 BUY 14,650 41,13,804.80 OFF MARKET 26-09-2012 79,975 175 SELL - 176 27-09-2012 SELL 38,754 1,08,75,683.35 OFF MARKET 27-09-2012 3,00,000 177 BUY - 178 28-09-2012 BUY 10,462 28,29,656.00 179 01-10-2012 SELL 35,083 1,00,19,320.90 180 03-10-2012 BUY 60,914 1,73,60,256.05 OFF MARKET 03-10-2012 34,275 181 SELL - 182 04-10-2012 SELL 35,073 99,41,513.60 183 05-10-2012 BUY 43,923 1,31,89,268.25 184 08-10-2012 BUY 47,362 1,43,43,951.10 185 09-10-2012 BUY 10,358 30,55,071.70 186 10-10-2012 BUY 16,300 47,95,862.15 187 11-10-2012 BUY 17,157 50,11,306.55 188 12-10-2012 BUY 4,520 13,05,166.45 189 17-10-2012 SELL 25,000 70,82,240.95 190 18-10-2012 BUY 2,13,200 4,81,91,668.05 OFF MARKET 18-10-2012 1,20,000 191 SELL - 192 19-10-2012 SELL 60,500 1,39,48,375.75 193 22-10-2012 BUY 1,32,423 3,03,22,388.80 OFF MARKET 194 22-10-2012 SELL 1,70,000 - 195 23-10-2012 SELL 20,401 45,99,230.00 196 25-10-2012 BUY 6,685 14,98,832.10 OFF MARKET 197 25-10-2012 SELL 25,000 - 198 26-10-2012 SELL 89,700 1,99,18,838.55 199 30-10-2012 SELL 1,42,982 2,98,47,765.35 OFF MARKET 200 30-10-2012 SELL 40,750 - 201 31-10-2012 SELL 95,799 1,61,77,416.35

OFF MARKET 202 31-10-2012 SELL 40,000 - OFF MARKET 203 01-11-2012 SELL 5,86,841 - OFF MARKET 204 02-11-2012 BUY 57,412 - 205 06-11-2012 SELL 69,270 71,48,664.00 OFF MARKET 206 08-11-2012 BUY 69,270 - 207 13-11-2012 SELL 44,217 35,32,938.30 OFF MARKET 208 16-11-2012 BUY 44,217 - 209 20-11-2012 SELL 5,61,008 3,73,78,977.50 OFF MARKET 210 20-11-2012 BUY 3,18,299 - 211 21-11-2012 SELL 5,000 3,61,500.00 212 22-11-2012 SELL 30,000 22,88,250.00 OFF MARKET 213 22-11-2012 BUY 3,23,532 - 214 23-11-2012 SELL 1,45,796 1,15,18,943.90 215 26-11-2012 SELL 2,34,925 1,91,93,923.75 216 27-11-2012 SELL 14,663 11,29,143.50 OFF MARKET 217 27-11-2012 BUY 85,925 - 218 29-11-2012 SELL 1,11,106 79,31,294.80 OFF MARKET 219 30-11-2012 BUY 1,11,106 -

DATE: June 13 ,2013 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA