Order against M/s. Pals Overseas Private Limited in the Matter of M/s. Roofit Industries Limited

1.1 M/s. Roofit Industries Limited was incorporated on February 18, 1982 as a private limited company in the name and style of M/s. Ratnagiri Asbestos Private Limited. Its name was changed to M/s. Ratnagiri Building Products Limited on October 21, 1987. In December 1988, the company started commercial production under the ‘Roofit ’ brand. In 1996, the name of the company was further changed to M/s. Roofit Industries Limited (hereinafter referred to as “Roofit” or the “company”). During 1986, the Motwani Group acquired the controlling interest in the company. One of the group companies of Roofit is M/s. Sun Earth Ceramics Limited. The company is listed at Delhi Stock Exchange (DSE), National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Ahmedabad Stock Exchange, (ASE).

1.2 Based on the investigation report submitted by NSE for the period 06.10.99 – 03.12.99, the Securities and Exchange Board of India (SEBI) on March 22, 2000 initiated investigations into the scrip of Roofit to examine the reasons behind the sudden spurt in the price and the trading volume in the scrip. At the same time, SEBI had received a complaint dated 19-01-2001 from Shri Michael D’Silva to the effect that the management of the company directly/indirectly controlled the entire shareholding of the company and that it is being used to rig the share price. Thus, NSE was requested to carry out another investigation. In response, NSE submitted another investigation report on December 31, 2001, for the time period 08.11.2000 to 06.02.2001. Further, NSE conducted an investigation for the time period 07.02.2001 to 08.05.2001 and submitted its report on September 11, 2002.

1.3 BSE was requested to investigate the matter and submit its report to SEBI as the scrip was also listed and traded on BSE. BSE conducted investigations for the periods 10.10.99 -12.12.99 and 22.01.01 – 04.05.01 and submitted its investigation reports on September 26, 2001 and May 24, 2002, respectively.

1.4 Thus, cumulatively, the investigations by NSE and BSE, in the scrip of Roofit covered the following periods: a. 06.10.99 to 12.12.99 b. 08.11.2000 to 06.02.2001 and c. 07.02.2001 to 08.05.2001.

1.5 NSE and BSE in their investigation reports have identified 16 brokers including M/s. Pals Overseas Private Limited (herein after referred to as “Pals” or the “broker”). SEBI examined their role based on the trading details of the respective brokers in the scrip. SEBI undertook detailed investigations to look into the possible violations of the provisions of Regulation 4(b), 4(c), and 4 (d) of SEBI (Prohibitions of Unfair Trade Practices Relating to Securities Markets) Regulations 1995 and clause A (1) and (4) of the code of conduct of the stock brokers set out under Regulation7 of SEBI (Stock Brokers and Sub-Brokers) 1992 by the broker.

1.6 On an examination of the broker’s trading details, it was observed that Pals had mainly dealt for M/s. Akira Investments Pvt. Ltd. (hereinafter referred to as “Akira”), M/s. Alkan Projects Pvt. Ltd (hereinafter referred to as “Alkan”), M/s. Mayfair Realtors Pvt. Ltd. (hereinafter referred to as “Mayfair”), M/s. M’Belle International Pvt. Ltd (hereinafter referred to as “M’Belle”) and M/s. Onlooker Investments Pvt. Ltd. (hereinafter referred to as “Onlooker”).

1.7 Trading details of the above mentioned clients are as under: Table 1 Client name Buy Qty Sell Qty Gross Net (Purchase / sale) Akira 6, 76, 940 15, 020 6, 91, 960 6, 61, 920 Alkan 1, 43, 450 0 1, 43, 450 1, 43, 450 Mayfair 55, 730 0 55, 730 55, 730 M'Belle 1, 788, 306 8, 080 1, 796, 386 1, 780, 226 Onlooker 4, 97, 176 0 4, 97,176 4, 97,176 a) TRADES EXECUTED BY M/S. PALS Table 2 Sett no. Client name Buy Qty Sell Qty Gross Net 2000044 Alkan Projects 1,43,450 0 1,43,450 1,43,450 2000044 M'Belle International 1,44,100 3,080 1,47,180 1,41,020 2000045 M'Belle International 1,33,871 0 1,33,871 1,33,871 2000046 M'Belle International 1,36,075 0 1,36,075 1,36,075 2000047 M'Belle International 2,03,415 0 2,03,415 2,03,415 2000048 M'Belle International 1,28,060 0 1,28,060 1,28,060 2000049 Onlooker 2,69,465 0 2,69,465 2,69,465 2000050 Onlooker 1,97,711 0 1,97,711 1,97,711 2000050 M'Belle International 2,18,821 0 2,18,821 2,18,821 2000051 M'Belle International 2,09,498 0 2,09,498 2,09,498 2000052 M'Belle International 2,54,108 0 2,54,108 2,54,108 2001001 M'Belle International 2,76,036 5,000 2,81,036 2,71,036 2001002 M'Belle International 84,322 0 84,322 84,322 2001003 Akira Investments 2,59,860 0 2,59,860 2,59,860 2001004 Akira Investments 1,37,844 15,020 1,52,864 1,22,824 2001005 Akira Investments 1,06,536 0 1,06,536 1,06,536 2001005 Onlooker 30,000 0 30,000 30,000 2001005 Mayfair Realtor 55,730 0 55,730 55,730 2001006 Akira Investments 1.72.700 0 1.72.700 1.72.700

In almost all the settlements the member has bought for its clients.

b) TRADE LOG ANALYSIS Sett. No. 44 (22/01/2001 to 25/01/2001): On 22/01/2001: Following trades were executed. Table 3 BUYER MEMBER SELLER MEMBER Sell Buy Price Executed Clg. Order Qty Clg. Order Ord Ultimate Order Ultimate Clients (Rs.) Time No. Time No. Time er Clients ID ID Alkan Projects 9,000 314 0857 10:18:41 122 10:18:47 326 10:18:46 4060 Alkan Projects M’Belle Inter 21,000 Alkan Projects 3,000 314 0858 10:22:53 122 10:22:54 326 10:22:49 4062 Alkan Projects M’Belle Inter 27,000 Alkan Projects 15,000 314 0860 10:23:43 122.1 10:23:43 326 10:23:32 4063 Alkan Projects M’Belle Inter 15,000 Alkan Projects 21,000 Vynex 314 0861 10:24:34 121.5 10:24:34 326 10:24:33 4064 M’Belle Inter 14,000 Chemicals Alkan Projects 15,000 10:29:32 Mayfair Paper 0862 M’Belle Inter 10:29:31 122 20,000 10:30:06 10:29:30 4067 314 326 & Boards Pvt. 0863 Alkan & M’Belle 10:30:10 121.75 500 10:30:10 10:30:06 4068 Ltd. M’Belle Inter 15,000 10:30:27 Alkan Projects 2,500 Mayfair Paper 314 0865 10:31:50 122 10:31:51 326 10:31:46 4069 & Boards Pvt. M’Belle Inter 22,500 Ltd. Alkan Projects 18,000 Mayfair Paper 314 0866 10:32:29 122 10:32:29 326 10:32:29 4070 & Boards Pvt. M’Belle Inter 2,000 Ltd. Alkan Projects 7,000 Mayfair Paper 314 1237 13:01:05 122 13:01:05 326 13:00:37 4073 & Boards Pvt. M’Belle Inter 3,000 Ltd. Mayfair Paper 314 1238 Alkan Projects 13:01:53 122 25,000 13:01:54 326 13:01:47 4074 & Boards Pvt. Ltd. Mayfair Paper 314 1239 Alkan Projects 13:02:31 122 25,000 13:02:31 326 13:01:21 4075 & Boards Pvt. Ltd. M/s. Goldcrest (Clg. No. 326 put in sell order for 30,000 shares at Rs.122 at 10:18:41 and M/s. Pals (Clg. No. 314) put in buy order immediately at 10:18:46 for 30,000 shares at Rs.122. This was the first trade to be executed on this day. Thus, it appears that both the members have matched their trades. During the day, both the members have matched 11 trades totaling to 280,000 shares. During the day, M/s. Pals was the only buyer at Rs. 122. There was no buyer higher than this price. M/s. Pals executed trades for M/s. Alkan and M/s. M’Belle. M/s. Goldcrest executed trades for M/s. Alkan, M/s. Vynex and M/s. Mayfair

Paper. As brought out under para ‘linkages’ all these clients are related to each other and to the promoter / director of the company M/s. Roofit. Also same clients were found trading on both the sides - buy and sell. On 23/01/2001, 24/01/2001 and 25/01/2001, Pals (Clg. No. 314) tried to influence the closing price by putting buy orders at higher price than the existing price. These orders got executed with the pending sales order on that day. There were no other buyers higher than that price. All the trades were for M’Belle International Pvt. Ltd. As brought out under para linkages, M/s. M’Belle is related to the promoter / director of the company M/s. Roofit. The price rise is as shown below: Table 4 Order Time of Price of Time of Executed Price Date Qty. Price order previous trade order (Rs.) (Rs.) execution executed (Rs.) 23/01/2001 15:28:48 400 124 15:28:49 121 121 to 123.9 13:21:37 to 12:02:58 100 119.75 118 119.75 13:57:14 15:26:29 to 15:26:29 2,000 125 119.6 121 to 125 15:27:00 15:27:18 1,000 130 15:27:19 125 125 to 126 15:27:58 1,000 130 15:27:59 126 126 to 128 24/01/2001 15:28:10 to 15:28:09 500 130 128 127.9 to 130 15:28:18 15:28:59 100 125 15:29:05 129 125 15:29:34 1,000 129.9 15:29:34 125 128.5 to 128.85 15:30:01 100 129 15:30:01 128 128 15:17:40 100 123 15:18:48 120.15 123 25/01/2001 15:17:24 100 122.5 15:20:08 123 122.5 15:23:06 200 122 15:23:06 122.5 122

Sett. No. 45 (29/01/2001 to 02/02/2001): On 29/01/2001: There was absence of buyers in the market. M/s. Goldcrest (Clg. No. 326) puts in sell order for 42,000 shares at 10:03:39 at Rs. 132 and M/s. Pals (Clg. No. 314) puts in buy order for 42,500 shares at 10:03:41 at Rs. 133. The order is executed initially for 200 shares with other members at 10:03:41 at the rate of Rs.127-Rs.127.4 and then the order for 42,000 shares were executed at Rs.132. The order for remaining 300 shares was deleted at 10:03:53. Thus it appears that the members have matched their trades. During the day, both the members have matched 5 trades totaling to 122,000 shares. During the day, Clg. No. 314 was the only buyer at Rs. 132. There was no buyer higher than this price. The trades matched during the day are as under: Table 5 BUYER MEMBER SELLER MEMBER Execu Buy Price Sell Clg. Order Qty ted Clg. Order Ultimate Order Ultimate Clients (Rs.) Order No. Time Time No. Time Clients ID ID 314 1413 M’Belle Inter 10:03:41 132 42,000 10:03:41 326 10:03:39 4122 Jitendra Mehta 1416 10:04:34 126 100 10:04:35 314 1417 M’Belle Inter 10:04:58 126 49,500 10:04:59 326 10:04:28 4123 Habiscus Invest 1418 10:05:24 126 5,400 10:05:24 314 1421 M’Belle Inter 10:06:03 126 25,000 10:06:03 326 10:05:57 4124 Alkan Projects M/s. Habiscus and M/s. Alkan are related to each other and to the promoter / director of the company M/s. Roofit, as brought out under para linkages.

M/s. Pals has executed trades for M/s. M’Belle. As brought out under para linkages, M/s. M’Belle is related to the promoter / director of the company M/s. Roofit. Sett. No. 46 (05/02/2001 to 09/02/2001): On 09/02/2001: M/s. Pals Overseas Pvt. Ltd. (Clg. No.314) tried to influence the closing price by putting buy orders at higher prices than the existing price. These orders got executed with the pending sales order on that day. There was no other buyer at a price higher than that of M/s. Pals Overseas Pvt. Ltd. All the trades were for M/s. M’Belle International Pvt. Ltd. The price rise was as shown below: Table 6 Order Time of Price of Time of Executed Price Date Qty. Price order previous trade order (Rs.) (Rs.) execution executed (Rs.) 10:07:13 09/02/2001 10:03:04 100 120.25 -- 120.25 10:24:11 10:03:13 25 119.25 11:42:55 119.3 119.25 10:03:36 500 118.25 11:44:47 119.25 118.25 15:21:25 119.05 (only 445 12:29:39 1,000 119.05 120.05 15:24:56 shares exe) 15:23:10 200 121 15:23:10 119.05 120.5 to 121 15:24:35 500 123 15:24:35 121 121 to 122 15:24:43 10 121 15:24:56 122 121

15:24:51 10 122.5 15:24:51 122 122 15:25:30 5 121 15:25:58 119.05 121

120.5 (only 15 15:25:40 100 120.5 15:25:58 121 shares executed) 122 (only 60 15:27:04 100 122 15:27:05 120.5 shares executed) 15:28:11 300 125 15:28:12 122 122.75 to 124.5 15:29:00 15:28:59 1,000 125.5 124.5 124.5 to 125.5 15:29:28 15:29:01 200 125.5 15:29:58 125.5 125.5

Initially, the member tried to bring down the price to Rs.119.05 and then after 15:15:00 hours tried to push up the price to Rs.125.5 at the end of the last day of the settlement. M/s. Pals has executed trades for M/s. M’Belle. As brought out under linkages, M/s. M’Belle is related to the promoter / director of the company M/s. Roofit.

Sett.No. 47(12/02/2001 to 16/02/2001): On 12/02/2001: There was absence of buyers in the market before M/s. Goldcrest – Clg. No. 326 put in sell order for 30,000 shares at 10:08:29 at Rs. 132 and M/s. Pals – Clg. No. 314 put in buy order for 32,000 shares at 10:08:35 at Rs. 132. However, due to the availability of other sell orders at lower prices prior to this order, the order of M/s. Pals – Clg. No. 314 got executed at the price from Rs.126.95 to Rs.128.7 for 1,350 shares. Then, order for 30,000 shares got executed with the order of Clg. No. 326 at Rs.132. Thus the price of Rs.132 got established. Remaining 650 shares were executed at 10:09:23 with other members. Thus, it appears that the two members have matched their trades. During the day, these members have matched 5 trades totaling to 195,000 shares. During the day, Clg. No. 314 was the only buyer at Rs. 132. There was no buyer higher than this price.

The trades matched during the day were as under: Table 7 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 314 1717 M’Belle Inter 10:08:35 132 30,000 10:08:35 326 10:08:29 4409 Jyoti Mehta 314 1718 M’Belle Inter 10:09:45 130 50,000 10:09:56 326 10:09:56 4411 Alkan Projects 314 1719 M’Belle Inter 10:10:52 129.75 50,000 10:10:52 326 10:10:44 4412 Alkan Projects 314 1725 M’Belle Inter 10:13:13 129 61,000 10:13:13 326 10:13:06 4413 M’Belle Inter

314 1726 M’Belle Inter 10:14:27 129 4,000 10:14:27 326 10:14:26 4414 M’Belle Inter

Immediately after the last matched order for 4,000 shares was executed, two more buy orders were put in by Clg.No.314 for 100 shares at 10:11:13 for Rs.125 and other order also for 100 shares at 10:11:33 was punched for Rs.122.1. These orders got executed at 10:27:49 and 10:29:50 respectively. Price fell from Rs.132 to Rs.122. M/s. Pals executed trades for M/s. M’Belle, who is related to the promoter / director of the company M/s. Roofit as brought out under para linkages. M/s. Goldcrest mainly executed trades for M/s. M’Belle and M/s. Alkan. As brought out under para linkages, M/s. M’Belle and M/s. Alkan are related to each other and to the promoter / director of the company M/s. Roofit.

From 13/02/2001 to 16/02/2001: M/s. Pals Overseas Pvt. Ltd. (Clg. No.314) tried to influence the closing price by putting buy orders at higher prices than the existing price. These orders got executed with the pending sell order on that day. There was no other buyer at a price higher than that of Pals Overseas Pvt. Ltd. All the trades were for M’Belle International Pvt. Ltd. The price rise was as under: Table 8 Order Time of Price of Time of Executed Price Date Qty. Price order previous trade order (Rs.) (Rs.) execution executed (Rs.) 15:02:53 50 121 15:02:53 120 121 15:04:13 50 120.5 15:14:24 121 120.5 121.25 (only 75 15:15:22 1,000 121.25 15:17:22 120 shares executed) 15:18:51 100 122 15:18:52 121.25 121.8 15:21:23 15:21:22 400 124.9 121.8 122 to 124.9 15:22:01 13/02/2001 15:25:20 300 125 15:25:20 124.9 124 to 125 15:25:26 10 124 15:26:08 125 124 15:25:39 10 124.5 15:26:08 125 124.5 15:26:42 100 125 15:26:42 124 123.95 15:27:23 80 125 15:27:23 123.95 123.95 15:28:01 15:27:54 50 125 123.95 125 15:29:57 15:28:33 250 123 15:28:34 121.25 122.5 to 122.9 15:29:12 1,000 125 15:29:13 122.9 122.9 to 124.4 15/02/2001 124 to 125 (only 15:29:42 2,000 125 15:29:42 124.4 1425 share exe) 16/02/2001 125.9 (only 100 10:03:20 200 125.9 10:03:20 --shares executed) 10:36:07 123 10:03:45 150 123 125.9 10:39:54

Order Time of Price of Time of Executed Price Date Qty. Price order previous trade order (Rs.) (Rs.) execution executed (Rs.) 12:01:15 11:54:32 100 122.25 122 122.25 13:09:13 12:38:41 15 122.95 12:38:42 122.25 122.95 13:16:21 50 122 14:21:59 122.7 122 13:17:26 500 124.5 13:17:26 122 122.95 to 124.5 13:17:54 13:17:54 500 124.95 124.5 124.5 to 124.95 13:18:00 13:19:10 20 122.7 14:21:59 123 122.7 13:19:27 20 123 14:21:59 124 123 13:19:44 10 124 13:33:46 124.95 124 15:26:35 100 124 15:26:36 122 124

M/s. Pals has executed trades for M/s. M’Belle. As brought out under para linkages, M/s. M’Belle is related to the promoter / director of the company M/s. Roofit.

Sett. No. 49 (26/02/2001 to 02/03/2001) On 26/02/2001: The first order to be executed was at 10:03:59 for 100 shares at Rs.119. The next order was executed between M/s. Goldcrest – Clg. No. 326 who had put in sell order for 57,600 shares at 10:25:51 at Rs. 120 and M/s. Pals – Clg. No. 314 who had put in buy order for 57,600 shares at 10:25:57 at Rs. 120. It is thus suspected that both the members have matched their trades. During the day, both of them have matched 7 trades totaling to 265,000 shares. There is no influence on the price. There is not much intra day price movement as throughout the day it is in the range of Rs.116-Rs.121. The trades matched during the day were as under: Table 9 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 314 2065 Onlookers Invest 10:25:57 120 57,600 10:25:58 326 10:25:51 4584 M’Belle Inter 314 2067 Onlookers Invest 10:26:50 121 51,200 10:26:51 326 10:26:41 4585 M’Belle Inter 314 2069 Onlookers Invest 10:27:40 120.5 41,800 10:27:41 326 10:27:32 4586 M’Belle Inter 314 2070 Onlookers Invest 10:28:12 121 37,600 10:28:12 326 10:28:10 4587 M’Belle Inter 314 2071 Onlookers Invest 10:29:00 120.75 51,600 10:29:00 326 10:28:56 4588 M’Belle Inter 314 2072 Onlookers Invest 10:29:37 121 15,200 10:29:37 326 10:29:37 4589 M’Belle Inter 314 2073 Onlookers Invest 10:32:33 120 10,000 10:32:34 326 10:32:32 4590 M’Belle Inter

Member, M/s. Pals has traded for the client M/s. Onlooker and M/s. Goldcrest has traded for the client M/s. M’Belle.

M/s. Onlooker and M/s. M’Belle are related to each other and to the promoter / director of the company M/s. Roofit, as brought out under para linkages. Sett. No. 50(05/03/2001 to 09/03/2001): On 05/03/2001: M/s. Goldcrest - Clg. No. 326 punched in sell order for 82,000 shares at 10:09:32 at Rs. 121 and M/s. Pals - Clg. No. 314 punched in buy order for 82,000 shares at 10:09:41 at Rs. 121. This is the first order to be executed during the day. It is therefore, suspected that the members have done a matched trade. During the day, both the members have matched 6 trades totaling to 402,600 shares. There was no influence on the price. Throughout the day, the price is in the range of Rs.117-Rs.121.5. The trades matched during the day were as under: Table 10 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID Onlookers Invest 53,000 314 2160 10:09:41 121 10:09:41 326 10:09:32 4859 Alkan Projects M’Belle Inter 29,000 Onlookers Invest 56,000 314 2161 10:10:25 121.25 10:10:25 326 10:10:20 4860 Alkan Projects M’Belle Inter 14,000 Onlookers Invest 17,400 M’Belle Inter 62,200 314 2164 10:25:52 120.5 10:25:52 326 10:25:48 4861 M’Belle Inter Onlookers & 8,400 M’Belle 314 2165 M’Belle Inter 10:26:35 120.75 60,000 10:26:35 326 10:26:26 4862 M’Belle Inter Onlookers Invest 31,040 314 2166 10:27:35 120.9 10:27:35 326 10:27:19 4863 M’Belle Inter M’Belle Inter 46,560 314 2168 Onlookers Invest 10:31:44 120.5 25,000 10:31:44 326 10:31:35 4864 M’Belle Inter

On 07/03/2001 the last trade was executed at 15:51:00 when M/s. Pals – Clg. No. 314 put in a buy order at 15:51:00 for 100 shares at Rs.119.75. The trade executed prior to this was also a buy order for M/s. Pals – Clg. No.314 at 14:50:43 for 20 shares for Rs.117.75. The member is therefore suspected to have influenced price by Rs.2. The last trade on 09/03/2001 was at 14:00:00 hours for 50 shares at Rs.118 between Clg. No.314 and Clg. No.394. The trade executed prior to this trade brought the price from Rs.114 to Rs.116.9 in a single order. Therefore, it seems that Clg.No.314 had again influenced price on the last day of the settlement no.50. M/s. Pals executed trades for M/s. M’Belle and M/s. Onlooker. As brought out under para linkages, M/s. M’Belle and M/s. Onlooker are related to the promoter / director of the company M/s. Roofit. M/s. M’Belle acted both as a buyer and a seller.

Sett. No. 52 (19/03/2001 to 23/03/2001): On 19/03/2001, M/s. Pals – Clg.No.314 had put in buy orders for small quantities in the descending price range of Rs.110-Rs.105.5 till 09:58:36. Then, M/s. Express Securities Ltd. – Clg.No.192 put in sell order for 20,000 shares at 10:01:16 at Rs.111, updated the revealed quantity at 10:01:28 and Clg.No.314 puts in buy order for 20,000 shares at 10:01:29 at Rs.111. This was the first order to be executed. It is therefore suspected to be a matching trade. These members are suspected to have matched 12 trades on 19/03/2001, 21/03/2001 and 22/03/2001 totaling for 250,000 shares. The trades matched during these three days were as under: Table 11 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID On 19/03/2001 10:01:16 Onlookers 314 2397 M’Belle Inter 10:01:29 111 20,000 10:01:29 192 10:01:28 76299 Invest (U) Onlookers 314 2398 M’Belle Inter 10:02:16 112 20,000 10:02:17 192 10:02:07 76301 Invest Onlookers 314 2399 M’Belle Inter 10:02:51 112.5 25,000 10:02:51 192 10:02:45 76302 Invest Onlookers 314 2400 M’Belle Inter 10:03:30 112 25,000 10:03:30 192 10:03:25 76303 Invest On 21/03/2001 Onlookers 314 2478 M’Belle Inter 10:38:38 110 20,000 10:38:38 192 10:38:34 79081 Invest Onlookers 314 2479 M’Belle Inter 10:39:19 110.5 20,000 10:39:19 192 10:39:11 79082 Invest Onlookers 314 2480 M’Belle Inter 10:44:55 110 20,000 10:44:55 192 10:44:53 79083 Invest On 22/03/2001 Onlookers 314 2498 M’Belle Inter 10:14:26 110 20,000 10:14:26 192 10:14:23 80486 Invest

Onlookers 314 2499 M’Belle Inter 10:14:50 110 20,000 10:14:50 192 10:14:50 80487 Invest Onlookers 314 2500 M’Belle Inter 10:15:22 111 20,000 10:15:22 192 10:15:15 80488 Invest 10:15:48 Onlookers 314 2501 M’Belle Inter 10:16:11 110.95 20,000 10:16:11 192 80489 10:16:00(U) Invest Onlookers 314 2502 M’Belle Inter 10:16:34 110.95 20,000 10:16:34 192 10:16:30 80491 Invest

Member, M/s. Pals has executed trades for M/s. M’belle and M/s. Express executed trades for M/s. Onlooker. As brought out under para linkages, M/s. M’Belle and M/s. Onlooker are related to the promoter / director of the company M/s. Roofit.

Sett. No. 02 (02/04/2001 to 06/04/2001): On 02/04/2001: M/s. Pals Overseas Pvt. Ltd. (Clg. No.314) tried to influence the closing price by putting buy orders at higher prices than the existing price. There was no other buyer at price higher than that of M/s. Pals Overseas Pvt. Ltd. These orders were executed against the pending sales order of the day. It has bought 3,180 shares for M/s. M’Belle International Pvt. Ltd. The price rise was as under: Table 12

Date Time of Qty. OrderP Time of Price of Executed Price order rice order previous trade (Rs.) (Rs.) execution executed (Rs.) 02/04/01 15:14:24 55 108 15:14:24 106.75 107.5 to 107.8 The orders between 15:14:24 to 15:20:46 were executed at Rs.107.8-Rs.108.9 and mostly the orders were of Clg. No. 314 15:20:46 1,000 109.5 15:20:46 108.9 108.9 to 109.4 15:22:55 10 114.5 15:22:55 109.4 114.5 (last trade)

Thus, Clg.No.314 had influenced the price during the closure of the market hours.

On 03/04/2001: The last order to be executed, prior to execution of trade between M/s. Pals - Clg. No.314 and M/s. Express - Clg. No.192, was at 11:08:45 for 20 shares at Rs.106.25. Then, the order to be executed was of M/s. Express - Clg. No. 192 who had punched in sell order for 10,000 shares at 13:37:16 at Rs.109.9 and M/s. Pals - Clg. No. 314 who had punched in buy order for 10,000 shares at 13:37:17 at Rs.109.9. It is therefore suspected that the members had matched their trades. During the day, both the members had matched 7 trades totaling 80,000 shares. The trades matched during the day were as under: Table 13 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID Onlookers 314 2833 M’Belle Inter 13:37:17 109.9 10,000 13:37:18 192 13:37:16 92581 Invest Onlookers 314 2834 M’Belle Inter 13:37:54 109.9 10,000 13:37:54 192 13:37:53 92582 Invest Onlookers 314 2835 M’Belle Inter 13:38:19 109.9 10,000 13:38:20 192 13:38:18 92583 Invest Onlookers 314 2836 M’Belle Inter 13:38:42 109.9 4,000 13:38:42 192 13:38:34 92584 Invest Pat Fin Con. 314 2837 M’Belle Inter 13:59:58 109.5 20,000 13:59:59 192 13:59:58 92656 P.L.

Pat Fin Con 314 2838 M’Belle Inter 14:00:18 109.5 20,000 14:00:19 192 14:00:17 92657 P.L.

Pat Fin Con 314 2839 M’Belle Inter 14:00:35 109.5 6,000 14:00:36 192 14:00:35 92658 P.L.

On 04/04/2001 and 06/04/2001, Clg. No. 314 bought 1,035 shares for M/s. M’Belle International Pvt. Ltd. It tried to influence the closing price by putting buy orders at higher prices than the existing price. There was no other buyer at price higher than that of M/s. Pals Overseas Pvt. Ltd. These orders were executed against the pending sales order of the day. The price rise was as under: Table 14 Date Time of Qty. OrderP Time of Price of Executed Price order rice order previous trade (Rs.) (Rs.) execution executed (Rs.) 04/04/01 15:05:09 30 107 15:05:10 105.10 107 The orders between 15:05:10 to 15:26:45 i.e. till the last order were executed at Rs.107-Rs.107.4 and mostly the orders were of Clg. No. 314. 06/04/01 15:11:04 35 108.5 15:11:05 106.5 108.4 The orders between 15:11:05 to 15:18:22 were executed at Rs.108.4 and all the orders were of Clg. No. 314. 15:22:57 10 109 15:22:58 108.4 109 (last order)

Thus, the closing price was marginally influenced by M/s. Pals Overseas Pvt. Ltd.

M/s. M’Belle executed trades for M/s. M’Belle.M/s. Express executed trades for M/s. Onlooker and M/s. Pat Fin. As brought out under para linkages, M/s. M’Belle and M/s. Onlooker are related to the promoter / director of the company M/s. Roofit. Sett. No. 03 (09/04/2001 to 12/04/2001): On 10/04/2001: M/s. Pals - Clg. No. 314 has bought 785 shares for M/s. Akira Investments Pvt. Ltd. It tried to influence the closing price by putting buy orders at higher prices than the existing price. There was no other buyer at price higher than that of M/s. Pals Overseas Pvt. Ltd. These orders were executed against the pending sales order of the day. The price rise was as under: Table 15 Date Time of Qty. OrderP Time of Price of Executed Price order rice order previous trade (Rs.) (Rs.) execution executed (Rs.) 10/04/01 15:09:39 20 107.9 15:09:39 106.25 107.9 The orders between 15:09:39 to 15:24:23 were executed at Rs.106-Rs.107.9 and mostly the orders were of Clg. No. 314. 15:26:09 150 108.5 15:26:09 107.9 108.45 The orders between 15:26:09 to 15:27:51 i.e. the last order were executed at Rs.108.25 and all the orders were of Clg. No. 314.

Thus, the closing price was influenced by M/s. Pals Overseas Pvt. Ltd. (Clg. No.314).

On 12/04/2001: Til1 15:15:00 Clg.No.314 bought 1,795 shares for M/s. Akira Investments Pvt. Ltd. with price ranging between Rs.103-Rs.107.Then, at 15:15:59, it punched buy order of 27,000 shares for Rs.109 for M/s. Akira Investments Pvt. Ltd. and the order for 2,000 shares got executed with other members at price rising from Rs.107.4 to Rs.109. The remaining 25,000 shares were executed against sell order for 25,000 shares at Rs.109 at 15:15:51 punched by M/s. Bharat J. Patel (Clg.No.763.) It is therefore suspected that the two parties – M/s. Pals and M/s. Bharat J Patel – have entered into matching trades. During the day both the members had matched 3 trades totaling to 75,000 shares. After the trades were matched Clg.No.314 did not punch in any further order. The last trade was executed at 15:29:29 for 200 shares at Rs.106.65 between other members. Therefore Clg.No.314 has influenced prices while matching the trades. The trades matched during the day were as under: Table 16 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 314 3005 Akira Invest P.L. 15:15:59 109 25,000 15:16:00 763 15:15:51 9612 Pat Fin Con. 3006 15:16:25 23,675 15:16:25 314 Akira Invest P.L. 110 763 15:16:15 9613 Pat Fin Con. 3007 15:16:44 1,325 15:16:44 314 3008 Akira Invest P.L. 15:17:07 110 25,000 15:17:07 763 15:16:53 9614 Pat Fin Con.

M/s. Pals bought shares for M/s. Akira. M/s. Bharat sold shares for M/s. Pat Fin. As brought out under para linkages, M/s. Bharat is related to M/s. Pat Fin. Also, M/s. Akira is related to the promoter / director of the company M/s. Roofit.

Sett. No. 04 (16/04/2001 to 20/04/2001): On 17/04/2001: The last trade executed prior to the self trade by M/s. Pals - Clg. No. 314 was at 13:23:30 for 50 shares at Rs.106.8. Clg. No. 314 entered into self trade of 15,020 shares which was executed next at 14:25:30 for Rs. 108. The transaction took place as under: Table 17 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID Akira Invest 314 3040 Akira Invest P.L. 14:25:30 108 15,020 14:25:30 314 14:25:29 2100 P.L.

It tried to influence the closing price by putting buy orders at higher prices than the existing price. There was no other buyer at price higher than that of M/s. Pals Overseas Pvt. Ltd. These orders were executed against the pending sales order of the day. The price rise was as under: Table 18 Date Time of Qty. OrderP Time of Price of Executed Price order rice order previous trade (Rs.) (Rs.) execution executed (Rs.) 17/04/01 15:12:48 50 107.5 15:12:48 106 107.5

The orders between 15:12:48 to 15:22:11 were executed at Rs.107.5-Rs.107.75 and all the orders were of Clg. No. 314. 15:24:04 500 108.5 15:24:04 107.75 107.75 to 108.25 The orders between 15:24:04 to 15:29:08 i.e. the last order were executed at Rs.107.2- Rs.108.25 and all the orders were of Clg. No. 314.

Total shares bought during the day for M/s. Akira Investments Pvt. Ltd. is 31,170 and the maximum orders were executed after 15:15:00 hours because M/s. Pals - Clg. No. 314 put in buy orders after that time and these got executed with the pending sales order during the day.

On 19/04/2001: The last trade to be executed was at 12:04:57 for 2 shares at Rs.107.05 before M/s. Pals - Clg. No. 314 punched in buy order for 25,000 shares at 14:14:04 for Rs.108 and M/s. Bharat J Patel - Clg.No.763 punched in sell order for 25,000 shares at 14:14:05 for Rs.108. It is therefore, suspected that both the members have entered into a matching trade. During the day, both the members have entered into 5 matched trades totaling 120,000 shares. The trades matched during the day were as under: Table 19 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 314 3074 Akira Invest P.L. 14:14:04 108 25,000 14:14:05 763 14:14:05 9739 Hinduja Fin Cor 314 3075 Akira Invest P.L. 14:14:26 108.2 25,000 14:14:26 763 14:14:21 9740 Hinduja Fin Cor 3076 14:14:48 24,750 14:14:48 314 Akira Invest P.L. 108 763 14:14:48 9741 Hinduja Fin Cor 307 14:15:02 250 14:15:02 314 3078 Akira Invest P.L. 14:15:19 108 25,000 14:15:20 763 14:15:18 9742 Hinduja Fin Cor 314 3080 Akira Invest P.L. 14:38:50 108.05 20,000 14:38:50 763 14:38:47 9743 Hinduja Fin Cor

On 20/04/2001: Till 15:29:17 there was not much influence on the price. Clg.No.314 bought 405 shares for M/s. Akira Investments Pvt. Ltd. in the price range Rs.106-Rs.107. Then when order was put in at 15:29:17 for 500 shares at Rs.108, the same got executed for 397 shares in the price range of Rs.106.95 to Rs.108 at 15:29:17 and the unexecuted order for 103 shares was deleted at 15:29:32. Similarly, order was put in at 15:29:57 for 10 shares at Rs.108.8. The same got executed at 15:29:58 with prices from Rs.108 to Rs.108.8. The last order was executed at 15:42:49 for Rs.107.55 for 2 shares amongst other members. M/s. Pals bought shares for M/s. Akira. As brought out under para linkages, M/s. Akira is related to the promoter / director of the company M/s. Roofit.

Sett.No.05 (23/04/2001 to 27/04/2001): On 23/04/2001: M/s. Pals – Clg. No. 314 had put in buy orders of small quantities at prices in ascending order ranging from Rs.102.65 to Rs.105.75, when the market opened but none of the trade was executed due to non-availability of sellers at that price in the market. The first trade executed was at Rs.106 for 100 shares against the buy order of Clg.No.314 for 30 shares of M/s. Mayfair Realtors and 70 shares of M/s.Akira Investments Pvt. Ltd. The next order executed was at 13:55:17 with the pending sales order when Clg.No.314 put in buy order for 3,000 shares at Rs.108.25 at 13:55:16 and the order was executed for 2,810 shares with prices from Rs.108 to Rs.108.25 while the last executed trade price was Rs.106. The unexecuted order for 190 shares was deleted at 13:55:32. The order was executed as under: Table 20 Order ID Clg. No. Clg. No. Price Qty Ultimate Client of the Buyer (Buy) (Sell) Member 31400100000002132 314 654 108 100 Onlookers Investments Pvt. Ltd. 294 108.1 10 Onlookers Investments Pvt. Ltd. 146 108.25 1,690 Onlookers Investments Pvt. Ltd. 146 108.25 110 Akira Investments Pvt. Ltd. 146 108.25 900 Mayfair Realtors Pvt. Ltd.

Immediately, after this the next order to be executed was of M/s. Pals - Clg. No. 314 and M/s. JHP Securities - Clg. No. 295 at Rs. 109.75. The last traded price was Rs. 108.25, it is suspected that the two members matched their trades at a price Rs.109.75 for 3,000 shares. The trade matched during the day was as under: Table 21 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 314 2134 Akira Invest P.L. 14:00:42 109.75 3,000 14:00:43 295 14:00:32 12261 Ami Impex

The next order to be executed was at 15:13:14 for 100 shares at Rs.107.9 and was for the following clients: Table 22 Clg. No. Clg. No. Ultimate Clients of the Buyer Price Qty (Buy) (Sell) Member 107.9 40 Akira Investments Pvt. Ltd. 314 654 60 Mayfair Realtors Pvt. Ltd.

On 24/04/2001: The order placed by M/s. Pals - Clg.No.314 at 10:38:45 was executed for more than one client in a single order as under: Table 23 Clg. No. Clg. No. Ultimate Clients of Buyer Price Qty (Buy) (Sell) Member 120 Akira Investments Pvt. Ltd. 314 293 106.55 80 Mayfair Realtors Pvt. Ltd.

Buy orders punched in by M/s. Pals - Clg. No. 314 are executed for more than one client as follows: Table 24 Executed Clg. No. Clg. No. Ultimate Clients of the Buyer Price Qty Time (Buy) (Sell) Member 20 Akira Investments Pvt. Ltd. 14:34:34 314 612 107.5 5 Onlookers Investments Pvt. Ltd. 14:36:46 612 107.6 15 Akira Investments Pvt. Ltd. 314 14:36:34 294 107.6 10 Onlookers Investments Pvt. Ltd. 14:37:01 107.6 34 Mayfair Realtors Pvt. Ltd. 314 612 14:37:15 107.75 16 Onlookers Investments Pvt. Ltd. 15 Mayfair Realtors Pvt. Ltd. 14:41:32 314 612 107.5 10 Onlookers Investments Pvt. Ltd. 5 Akira Investments Pvt. Ltd. 15:22:23 314 60 107 4 Onlookers Investments Pvt. Ltd. 1 Mayfair Realtors Pvt. Ltd. 5 Akira Investments Pvt. Ltd. 15:26:58 314 612 107 5 Onlookers Investments Pvt. Ltd. 15 Mayfair Realtors Pvt. Ltd.

Clients for whom members have executed trade are related to each other and to the promoter / director of the company M/s. Roofit, as brought out under para linkages.

On 26/04/2001: M/s. Pals - Clg.No.314 had put in buy orders of small quantities at prices in the range of Rs.105.55 to Rs.106.5, when the market opened but only one order of 10 shares at Rs.106.5 punched in at 10:00:53 got executed at 14:32:05 for 1 share for M/s. Mayfair Realtors Pvt. Ltd. and at 15:29:52 for 5 shares for M/s. Akira Investments Pvt. Ltd. at Rs. 106.5. The first order of the day to be executed was at 10:33:00 for 30 shares for Rs.108-Rs.108.5 put in by Clg. No. 314 at 10:33:00. Buy orders punched in by Clg. No. 314 were executed for more than one client as under: Table 25 Executed Clg. No. Clg. No. Price Qty Ultimate Clients of the Buyer Member Time (Buy) (Sell) 10:33:00 314 60 108 20 Onlookers Investments Pvt. Ltd. 612 108.5 5 Akira Investments Pvt. Ltd. 10:55:34 314 612 107.75 20 Onlookers Investments Pvt. Ltd. 11:11:52 654 10:55:49 612 5 Akira Investments Pvt. Ltd. 11:12:20 314 612 107.25 20 Onlookers Investments Pvt. Ltd. 11:13:50 12:39:3014: 26 Akira Investments Pvt. Ltd. 31:52 11:57:49 54 Mayfair Realtors Pvt. Ltd. 12:39:12 14:26:23 14:31:52 14:42:14 314 612 108.45 15 Akira Investments Pvt. Ltd. 40 Mayfair Realtors Pvt. Ltd.

During the day, Clg. No. 314 had bought 414 shares for the above clients for Rs.106.5-Rs.108.5. The last executed trade between unrelated parties was for 9 shares at Rs.107.25 at 14:26:23. After which, M/s. Pals - Clg. No. 314 punched in buy order for 25,000 shares at 14:26:43 for Rs.108.4 and M/s. Bharat J Patel - Clg.No.763 punched in sell order for 25,000 shares at 14:26:43 for Rs.108.4. It is therefore, suspected that both the members have entered into a matching trade. During the day, both the members had entered into 6 matched trades totaling 96,000 shares. The trades matched during the day were as under: Table 26 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID Akira Invest P.L. 10,000 Pat Fin. 314 3165 14:26:43 108.4 14:26:43 763 14:26:43 9895 Onlookers Invest 15,000 Con.P.L. Akira Invest P.L. 12,500 Pat Fin 314 3166 Onlookers Invest 14:26:57 108.4 5,000 14:26:58 763 14:26:58 9896 Con.P.L Mayfair Realtors 7,500 314 3173 Akira Invest P.L. 14:52:26 108.4 25,000 14:52:26 763 14:52:24 9898 Pat Fin Con. 314 3174 Akira Invest P.L. 14:53:04 108.4 5,000 14:53:04 763 14:53:01 9899 Pat Fin Con.

Mayfair Realtors 5,000 P.L. Akira Invest P.L. 2,800 Pat Fin Con. 314 3175 14:54:33 108.4 14:53:04 763 14:54:31 9900 Mayfair Realtors 1,200 P.L. Akira Invest P.L. 3,500 314 3176 15:15:28 108 15:15:28 763 15:15:27 9901 Ami Impex Mayfair Realtors 3,500

On 27/04/2001: Clg. No. 314 had put in buy orders of small quantities at prices in the range of Rs.102 to Rs.103.55, when the market opened but none of the order got executed due to unavailability of sellers at that price in the market. Buy orders punched in by Clg.No.314 are executed for more than one client: Table 27 Executed Clg. No. Clg. No. Price Qty Ultimate Clients of the Buyer Member Time (Buy) (Sell) 12:01:26 314 791 104.25 57 Akira Investments Pvt. Ltd. 13:15:59 175 Mayfair Realtors Pvt. Ltd.

M/s. Pals - Clg. No.314 has bought 722 shares during the day for Rs.104.25- Rs.107.9. The last executed trade price was Rs.104.25 for 107 shares at 13:15:59. Then, M/s. Bharat J Patel - Clg. No. 763 put in a sell order for 25,000 shares at 13:52:14 for Rs.108 and M/s. Pals - Clg. No. 314 put in a buy order for 25,200 shares at 13:52:19 for Rs.108. The order for 125 shares by Clg. No.314 got executed at Rs.107-Rs.107.9 and order for 75 shares got executed at Rs.108 with other members. The order for 25,000 shares got executed with M/s. Bharat J Patel - Clg. No. 763. It is therefore suspected that the members have matched their trades. During the day, both the members matched 5 trades totaling 85,500 shares. The trades matched during the day were as under: Table 28 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Order (Rs.) ted Clg. Order Sell Ultimate No. Order ID Clients Time Time No. Time Order ID Clients Akira Invest 12,000 P.L. Pat Fin. 314 3184 13:52:19 108 13:52:20 763 13:52:14 9908 Mayfair Con.P.L. 13,000 Realtors Akira Invest 15,000 P.L. Pat Fin Con. 314 3185 13:52:41 108.25 13:52:41 763 13:52:40 9909 Mayfair P.L. 10,000 Realtors Akira Invest Pat Fin Con. 314 108.25 15,000 763 13:53:04 9910 P.L. P.L. Onlookers 3186 13:53:05 5,970 13:53:05 Invest Mayfair 9,000 Realtors

Mayfair 3187 13:53:20 30 13:53:20 Realtors Akira Invest 1,250 P.L. Pat Fin Con. 314 3188 13:55:36 108 13:55:42 763 13:55:41 9911 Mayfair P.L. 1,250 Realtors Akira Invest 600 P.L. 314 3189 14:00:42 108 14:00:42 763 14:00:40 9912 Ami Impex Mayfair 2,400 Realtors

M/s. Pals bought shares for M/s. Onlooker, M/s. Akira and M/s. Mayfair Realtors. As brought out under para linkages, all these clients are related to the promoter / director of the company M/s. Roofit.M/s. Pals matched its trades with M/s. Bharat.M/s. Bharat sold shares for M/s. Pat fin. As brought out under para linkages, M/s. Bharat is related to M/s. Pat Fin.

Sett. No. 06(30/04/2001 to 04/05/2001): On 30/04/2001: Total shares traded during the day were 10,105. Out of these, M/s. Pals - Clg. No. 314 and M/s. Bharat J Patel - Clg.No.763 are suspected to have entered into matching transactions for 10,000 shares. These were the last trades to be executed on this day. The trade executed prior to these trades was for 100 shares at Rs.110 at 10:33:08. The trades matched during the day were as under: Table 29 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 314 3215 Akira Invest P.L. 14:08:53 107.5 5,000 14:08:54 763 14:08:50 9979 Ami Impex 314 3216 Akira Invest P.L. 14:09:30 107.5 5,000 14:09:31 763 14:09:16 9980 Ami Impex

On 02/05/2001: Total shares bought by M/s. Pals - Clg. No.314 were 994 for Akira Investments Pvt. Ltd. for price ranging between Rs.105-Rs.107.25. The last trade was at 15:25:29 for 100 shares bought by Clg. No. 314 at Rs.107.25. It is also suspected that Clg. No.314 and Clg. No.763 have entered into 2 matched trades totaling 60,000 shares because when 600 shares were executed against orders of other members, CLg. No.314 punched in a separate order for 600 shares at Rs.107.5 at 12:00:34 as can be observed from the following table:

Table 30 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 3246 11:59:58 14,640 11:59:58 Pat Fin 314 3247 Akira Invest P.L. 12:00:21 107.5 9,760 12:00:21 763 11:59:38 10090 Con.P.L. 3248 12:00:34 600 12:00:34 3249 12:04:56 25,000 12:04:57 Pat Fin Con. 314 Akira Invest P.L. 107.35 763 12:04:53 10091 3250 12:05:12 10,000 12:05:12 P.L.

During the day, Clg. No.314 purchased 739 shares more for Akira Investment Pvt. Ltd. in the price range of Rs.105.75-Rs.107.5.

On 04/05/2001: The first order to be executed was at 11:08:08 for 25,000 shares at Rs.107 between M/s. Pals - Clg. No.314 and M/s. Bharat J Patel - Clg.No.763. The order punched in by Clg. No.314 was for 25,000 shares out of which 500 shares were executed with other member and 24,500 shares were executed with Clg. No.763. Hence, the next order punched in by Clg. No.314 was for 25,500 shares at Rs.107. It is therefore suspected that the members have entered into matched deals. Throughout the day, both the members have matched 4 trades totaling 100,000 shares. The trades matched during the day were as under: Table 31 BUYER MEMBER Price Qty Execu SELLER MEMBER Clg. Buy Ultimate Clients Order (Rs.) ted Clg. Order Sell Ultimate No. Order Time Time No. Time Order Clients ID ID 3265 11:08:08 24,500 11:08:08 Pat Fin Con. 314 Akira Invest P.L. 107 763 11:07:49 10153 3266 11:08:54 500 11:08:55 P.L. 11:08:5 314 3266 Akira Invest P.L. 107 25,000 11:08:55 763 11:08:52 10154 Pat Fin Con 4 11:09:2 314 3267 Akira Invest P.L. 107.25 25,000 11:09:23 763 11:09:22 10155 Pat Fin Con 3 11:09:4 314 3268 Akira Invest P.L. 107.4 25,000 11:09:43 763 11:09:41 10156 Pat Fin Con 3

The remaining 967 shares were also bought by Clg. No. 314 for M/s. Akira Investment Pvt. Ltd. in the price range of Rs.105-Rs.107. M/s. Pals bought shares for M/s. Akira. As brought out under para linkages, M/s. Akira is related to the promoter / director of the company M/s. Roofit. M/s. Pals matched its trades with M/s. Bharat.

c) Linkages M/s. Pals has traded for clients who are related to each other. Some clients are related to the promoter / director of the company - M/s. Roofit. These linkages are brought out below: Client is related to the promoter / director of the company M/s. Roofit. i) One of the directors of M/s. Akira is Mr. Situ Shastri. Mr. Situ Shastri is also one of the directors of M/s. Mayfair Paper and of M/s. Vynex. M/s. Mayfair Paper and M/s. Vynex are persons acting in concert with M/s. Roofit. Thus, M/s. Akira is indirectly related to the promoter / director of the company M/s. Roofit. As brought out earlier (under the heading of the member M/s. Amgis), M/s. Onlooker, M/s. Mayfair Realtors, M/s. M’Belle and M/s. Alkan are related to each other and to promoter / director of the M/s. Roofit. Further, M/s. Akira is also related to the promoter / director of the company M/s. Roofit. Therefore, all these entities are related to each other and to the company M/s. Roofit.

d) Demat statement Analysis i. In Sett. No. 45(29/01/2001 – 2/2/2001), M/s. Pals – member of BSE - had purchased 30,000 shares for M/s. M'Belle. M/s. Pals transferred these shares to M/s. Goldcrest’s BSE beneficiary A/c. instead of M/s. M'Belle A/c. These 30,000 shares were pledged with Bank of Punjab on 12/2/2001. On 15/2/2001, pledge closure request was made for 20,000 shares by M/s. Goldcrest and were transferred to NSE Pool A/c. of M/s. Goldcrest to meet the payin obligation of Sett No. 06. M/s. Goldcrest’s trading details show that the member had sold 20,000 shares for M/s. Alkan during Sett No. 06. ii. In Sett. No. 47, M/s. Pals had purchased 203,415 shares for M/s. M'Belle but payout was made for 201,850 shares, out of which 166,850 shares were transferred into M/s. M’Belle’s a/c. and 30,000 shares were delivered to Canara Bank (Inhouse a/c.)/10026439 – the demat account of the group / associated entity of M/s. Pals. iii. In Sett. No. 49, M/s. Pals had purchased 80,000 shares for M/s. Onlooker but made the delivery of the shares to Canara Bank (Inhouse a/c. 10026439) iv. In Sett. No. 52, M/s. Pals had purchased 67,800 shares for M/s. M'Belle but made the deliveries to Pat Financial Cons. Pvt. Ltd. (50,000 shares). v. In Sett. No. 01, M/s. Pals had purchased 276036 shares for M/s. M’Belle. Payout was made for 268151 shares. Out of 268151 shares, 351 shares were delivered to M/s. M'Belle. 120,000 shares were delivered to Superior Fin. Cons. Ser. P. Ltd., 67,800 shares were delivered to Sigma Credit & Cap. Ser. P. Ltd. and 80,000 shares were delivered to Canara Bank Inhouse a/c.10026439.

1.8 Based on the above data the investigations have observed as under: 1. The clients for whom the trade had been executed by the broker are related to each other and to the promoter/director of the company- M/s Roofit Industries Limited. ? Their clients M/s Onlooker Investments Pvt. Ltd. and M/s Alkan Projects Pvt. Ltd. are related to each other. ? Their clients M/s M’Belle International Pvt. Ltd., M/s Alkan Pvt. Ltd., M/s Onlooker Investment Pvt. Ltd, M/s Mayfair Realtors and M/s Akira investments Pvt. Ltd. are directly related to the promoter/director of M/s Roofit Industries Ltd.

2. Their clients and the clients of the trading member M/s Goldcrest Capital Markets Ltd., M/s Express securities Ltd., M/s Bharat J Patel with whom they had executed the structural deals are related to each other and the promoter /director of the company M/s Roofit Limited.

3. They had executed a series of matched trades with various brokers with a view to influencing the price as well as to create volume. It is observed that -

? In settlement numbers 44 (22/01/2001 to 25/01/2001), 45(29/01/2001 to 02/02/2001), 47(12/02/2001 to 16/02/2001,49(26/02/2001 to 02/03/2001) and 50(05/03/2001 to 09/03/2001) they had mathched the trade with M/s Goldcrest Capital Markets Ltd. ? In Settlements number 52(19/03/2001 to 23/03/2001), 02(02/04/2001 to 05/04/2001) they had matched their trades with M/s Express Securities Ltd. ? In settlement numbers 03(09/04/2001 to 12/04/201), 04(16/04/2001 to 20/04/201), 05(23/04/2001 to 27/04/201), and 06(30/04/2001 to 04/05/201) they had matched their trades with M/s Bharat J Patel.

4. Their Demat statement shows that they made adjustments for their clients as far as the delivery of the shares were concerned.

? In settlement number 47 they had purchased 203,415 shares for M/s M’Belle international Pvt. Ltd. but the payout was made for 201,850 shares, out of which 166850 shares were transferred in to M/s M’Belle account and 30,000 shares were delivered to in-house account, the demat account of their group/ associated. ? In Settlement Number 49 they had purchased 80000 shares for M/s Onlooker Investments Pvt. Limited. but made the delivery to their shares in the in-house account. ? In Settlement Number 52, they had purchased 67800 shares for M/s M’Belle International Pvt. Ltd. but made the deliveries to M/s Pat Financial Cons. Pvt. Ltd. (50000 shares) ? In Settlement Number 1, they had purchased 276036 shares for M/s M’Belle International Pvt. Ltd. payout was made for 268151 shares.

Out of 268151 shares, 351 shares were delivered to M/s M’Belle International Pvt. Ltd. 1200000 shares were delivered to M/s Superior Fin. Cons. Ser. P Ltd., 67800 shares were delivered to M/s Sigma Credit and Cap Ser. P Ltd. and 80000 shares were delivered to in-house account.

5. They have transferred shares into the account of M/s Goldcrest Capital Markets Ltd. to meet the pay-in obligation

? For settlement number 45 they had purchased 30000 shares for M/s M’Belle International Pvt. Ltd. On receiving the pay-out they transferred their shares to M/s Goldcrest BSE beneficiary account which was transferred to NSE pool account of M/s Goldcrest Capital Markets Ltd. to meet the pay-in obligation.

6. They have aided and abetted the related clients in raising funds from the market and had mis-utilized the system. In a statement, Sh Deven Mehta, Director of the company had stated that: ? He was aware that the clients M/s Habiscus Investments Pvt. Ltd., M/s Onlooker Investment Pvt. Ltd, M/s Alkan Projects Pvt. Ltd., M/s Akira Investment Pvt. Ltd., M/s M’Belle International Pvt. Ltd. and M/s Mayfair Realtors were directly / indirectly related to each other and to the company M/s Roofit Industries Ltd. ? The clients M/s Habiscus Investments Pvt. Ltd., M/s Onlooker Investment Pvt. Ltd, M/s Alkan Projects Pvt. Ltd., M/s Akira Investment Pvt. Ltd., M/s M’Belle International Pvt. Ltd. and M/s Mayfair Realtors were in need of funds as they were known and the company did introduce them to other brokers viz. M/s Goldcrest Capital Market Pvt. Ltd., M/s Prashant J Patel, M/s Express Securities and M/s Bharat J Patel

? He was aware that the plans for whom they have executed trades were also executing trades in scrip of M/s Roofit Industries Ltd. through other members either at BSE or NSE.

The investigations had reached the following conclusions based on the material collated by them:

i) The clients for whom M/s Pal has executed trades are related to each other and to the promoter / director of the company M/s. Roofit. ii) The ultimate clients of the trading member M/s. Pals and the ultimate clients of the trading member M/s. Goldcrest, M/s. Express and M/s. Bharat J Patel, with whom member has executed structural deal are related to each other and to the promoter / director of the company M/s. Roofit. Some of the clients are related to the members. iii) M/s Pal executed a series of matched trades with various brokers with a view to influencing the price as well to create volume. iv) Demat statement of M/s Pals showed that it had been making adjustment for its clients as far as delivery of shares was concerned. v) M/s Pal transferred shares into the account of another trading member. vi) M/s Pal misutilised the system.

Based on the conclusions, the investigations had alleged that M/s. Pals aided and abetted its related client as well as acted in concert with the related client in the a) Creation of false market or misleading appearance of trading in the market. b) Execution of transaction that is not genuine trade transaction and c) Execution of transaction intended to inflate or cause fluctuations in the market price of the security and therefore had violated the provisions of Regulation 4(b), 4(c) and 4(d) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Markets), Regulations, 1995 and Clause A (1)

and A (4) coming under Regulation 7 of the SEBI (Stock Brokers and Sub Brokers Rules and Regulations), 1992.

1.9 In view of the above a show cause notice had been issued by the Enquiry Officer under SEBI(Procedure for holding enquiry by enquiry officer and imposing penalty ) Regulations 2002, SEBI (Prohibitions of Unfair Trade Practices Relating to Securities Markets) Regulations 1995 and Regulation7 of SEBI (Stock brokers and Sub-brokers) 1992.

2.0 ENQUIRY REPORT AND FINDINGS

2.1 In view of irregularities brought out in the investigation report and the allegations made against the broker, SEBI vide order dated 23rd June 2003 read with order dated 24th July 2003 appointed an Enquiry Officer to enquire into the involvement of the broker in trading in the shares of Roofit. The Enquiry Officer had issued a show cause notice dated 17th October 2003 to the broker. The broker responded to the notice vide its letter dated 15th December 2003. Thereafter Enquiry Officer had given an opportunity of personal hearing to the broker on 18th December 2003. On conclusion of the enquiry proceedings, the Enquiry Officer submitted a report dated 13th February 2004 wherein he found the broker guilty of aiding and abetting as well as acting in concert with related clients to:

a). Create a false market or misleading appearance of trading in the market b). Execute transactions that are not genuine trade transactions and c). Execute transactions intended to inflate or cause fluctuation in the market price of the security

2.2 In view of the above, Enquiry Officer found that the broker had violated the provisions of Regulation 4 (b), (c) and (d) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Markets), Regulations, 1995 and Clauses A (1) and (4) of Schedule II as laid down under regulation 7 of the Securities and Exchange Board of India (Stock Brokers and Sub Brokers) Regulations, 1992 and recommended a minor penalty of suspension of certificate of registration of the broker for a period of four months.

3.0 SHOW CAUSE NOTICE AND REPLY

3.1 Pursuant to the above, a notice dated 27th February 2004 revised further by a notice dated 4th March 2004, was issued to the broker requiring it to show cause as to why their certificate of registration should not be suspended for a period of four months. The broker had replied vide its letter dated 5th March 2004 received on 5th April 2004 to the said show cause notice. In the said reply, the broker submitted interalia that:

a) there has been no violation of provisions of law as brought out in the enquiry report b) the transaction carried out on behalf of clients did not create misleading appearance since those trades had actually taken place and obligations arising out of those transactions were duly met c) transactions done by the clients were genuine since they were done on the exchange d) it is evident that beneficial ownership was transferred to its clients and nothing to the contrary has been established. Even if it is assumed that there has been purchase and sale by one party it cannot be automatically be assumed that such transaction is motivated by an intention not to transfer beneficial ownership of shares e) high standards of integrity were maintained with utter transparency, due skill and care. Not acted in any way that would induce investor’s interest in the buy / sell in the scrip of Roofit and have only acted on the directives of clients f) it was impossible to execute trades without matching trades. The screen matching is such that the member on one side is never aware of the member on the other side and thus there can never be an intentional match of trades. Even if orders are matched, it is clients who are answerable not the member who is simply carrying out the instruction of clients. Mere purchase at higher rate is not by itself violation of Securities and Exchange Board of India rules and regulations g) with regard to the statement of Shri. Deven Mehta, the statement did not provide anything which proved acting in concert with clients in order to manipulate market price of the scrip of Roofit. Introduction of clients by Shri Mehta to others did not bind it. Mere introduction does not mean the person introducing is also involved in the activities of clients he is introduced h) all the allegations and recommendations made by the Enquiry Officer are erroneous and untrue, as none of the allegations proved that the acts of the broker in the purchase and sale of shares in the scrip of Roofit at the instruction of clients were in any way violating rules and regulations of the Securities and Exchange Board of India i) the transactions referred to in the show cause notice, were legitimate market transactions and all the purchases on behalf the clients were through the exchange.

4.0 CONSIDERATION OF ISSUES 4.1 I have carefully examined the investigation report, enquiry report, show cause notice issued to the broker and its submissions.

4.2 I find that the broker had executed trades for Alkan, M’Belle and both these clients are related to each other and to the promoter / director of Roofit. Also same clients were found trading on both the sides – buying as well as selling. From 23rd January 2001 to 25th January 2001, orders put by the broker influenced the closing price of the scrip as the broker had put buy orders at higher price than the existing price. There were no other buyers for price higher than that price. All the trades executed were for M’Belle. The broker had put orders ranging from Rs.118 to Rs.129 during these three days. I find that the broker had repeated the exercise of placing buy orders at higher prices than the existing price even from 13th February 2001 to 16th February 2001 and the price of the scrip of Roofit ranged between Rs.120.50 and Rs.125 on these three days. I further find that on 26th February 2001, the first order to be executed was at 10:03:59 for 100 shares at Rs.119. The next order was executed between M/s. Goldcrest Capital Market Ltd. (hereinafter referred to as “Goldcrest”) a member of both NSE and BSE and the broker. Goldcrest had put in sell order for 57, 600 shares at 10:25:51 at Rs.120 and the broker had put in buy order for 57, 600 shares at 10:25:57 at Rs.120. This clearly shows that the trades executed by the broker and Goldcrest were matched. During the day, both of them have matched 7 trades totaling to 2, 65, 000 shares. This matching of trades was done between 5th March 2001 and 9th March 2001 during which Goldcrest had placed a sell order for 82, 000 shares at 10:09:32 at the rate of Rs.121 and the broker had placed a buy order for 82, 000 shares at 10:09:41 at the rate of Rs.121 and this was the first order to be executed on 5th March 2001. Totally 4, 02, 600 shares were traded in 6 matched trades and the price was in the range of Rs.117- Rs.121.50. I find that on 07th March 2001 the broker had placed a sell order at 14:50:43 for 20 shares for Rs.117.75 and a buy order at 15:51:00 for 100 shares at Rs.119.75, these orders matched and a trade was executed, Since this was the last trade of the day, the closing price of the scrip of Roofit was fixed at Rs.2 higher than its price.

4.3 I also find that on certain days there were no other trades other than those by the clients of the broker. For example on 23rd April 2001 the first trade executed was at Rs.106 for 100 shares against the buy order for 30 shares of Mayfair Realtors and 70 shares of Akira. All the three entities were clients of the broker. Again on 26th April 2001, the broker had put buy orders of small quantities at prices in the range of Rs.105.55 to Rs.106.50, when the market opened but only one order of 10 shares at Rs.106.50 punched in at 10:00:53 got executed at 14:32:05 for 1 share for Mayfair and at 15:29:52 an order for 5 shares for Akira got executed at Rs.106.50.

4.4 I find that the broker had also entered into matched trades with another broker, namely M/s. Bharat J Patel. (hereinafter referred to as “Bharat”), a Member of BSE. I observe that on 12th April 2001, a sell order of 25, 000 shares was placed by Bharat at 15:15:51 at the rate of Rs.109 and at 15:15:59 the broker placed buy order of 27, 000 shares for Rs.109 for its client Akira. I also observed that even on 19th April 2001, the broker had placed a buy order at 14:14:04 for 25, 000 shares at the rate of Rs.108 and within a gap of a second, at 14:14:05 Bharat had placed a sell order for 25, 000 at the rate of Rs.108. During the day, the broker and Bharat had traded of shares totaling to 1, 20, 000 shares in 6 matched trades. Further on 26th April 2001 at 14:26:43 the broker had placed a buy order of 25, 000 at the rate of Rs.108.40 and at the same time 14:26:43 Bharat had placed a sell order 25, 000 at the rate of Rs.108.04. During the rest of the day the broker and Bharat had entered into 6 matched trades totaling 96, 000 shares.

4.5 I find that the broker traded for clients who are related to each other i.e., for Onlooker, Akira and Mayfair. All these clients are related to the promoter / director of Roofit. The broker matched its trades with Goldcrest and Bharat. I further find that Akira, Mayfair Paper and Vynex have a common director in Shri Situ Shastri.

4.6 I further find that the broker had purchased 30, 000 shares for M'Belle in Settlement No. 45 from29th January 2001 to 2nd February 2001 and these shares were transferred to the account of Goldcrest, a Member with whom the broker had entered into number of matched trades as brought out above. These shares were pledged with Bank of Punjab on 12th February 2001. On 15th February 2001, Goldcrest had made a pledge closure request for 20, 000 shares. Accordingly 20, 000 shares were transferred to NSE Pool account of Goldcrest to meet the pay in obligation of Settlement No. 06. Goldcrest’s trading details show that the member had sold 20, 000 shares for Alkan during this settlement.

4.7 I find that in Settlement. No. 47 from12th February 2001 to 2nd March 2001, the broker had purchased 2, 03, 415 shares for M'Belle but payout was made only for 2, 01, 850 shares. Further out of this 1, 66, 850 shares were transferred to M’Belle’s account and 30, 000 shares were delivered to Canara Bank Inhouse a/c No.10026439, the demat account of the group / associated entity of the broker. Further in Settlement. No. 49 from 26th February 2001 to 2nd March 2001, the broker had purchased 80, 000 shares for Onlooker. However delivery of these shares was made to Canara Bank as mentioned above. Likewise, the broker had purchased 67, 800 shares for M'Belle in Settlement. No. 52 from19th March 2001 to 23rd March 2001, and out of these shares, 50, 000 shares were delivered to Pat Financial Cons. Pvt. Ltd. Also in settlement. No. 1, the broker had purchased 2, 76, 036 shares for M’Belle and payout was made only for 2, 68, 151 shares and out of these 2, 68, 151 shares, only 351 shares were delivered to M'Belle. 12, 00, 000 shares were delivered to Superior Fin. Cons. Ser. P. Ltd., 67,800 shares were delivered to Sigma Credit & Cap. Ser. P. Ltd. and 80,000 shares were delivered to Canara Bank mentioned above.

4.8 I find that Shri Deven Mehta, Director of the broker in his statement had stated that he was aware that the clients M/s. Habiscus Investments Pvt. Ltd, Akira, Mayfair, M’Belle and Onlooker were directly / indirectly related to each other and to Roofit. He had stated that these clients were in need of funds and he had introduced them to other brokers namely M/s. Goldcrest Capital Market Pvt. Ltd, M/s. Prashanth J Patel, M/s. Express Securities and M/s. Bharat J Patel. His statement shows that he was aware that the clients for whom they had executed trades were also executing trades in scrip of Roofit through other members either at BSE or NSE.

4.9 I find from the above that the broker has dealt on behalf of clients who are related to each other and with the promoters/directors of Roofit in this regard. The contention of the broker that they were not aware of the activities of the clients with regard to their dealing in the scrip of Roofit and that they had merely acted in accordance with the instructions given by the clients in this regard, through the stock exchange mechanism can be taken into account in case the same had been one or few transactions involving small proportion of the total volumes of the shares dealt in Roofit. In the present context, the dealings of the broker with the clients and taking into account the magnitude of such transactions, any ordinary man of prudence would have been laced with a layer of doubt. The broker had carried out these transactions and had adjusted the delivery of shares to the clients without any resentment is ample proof of the fact that it has failed to perform its duty with care and skill. Thus the broker has contravened Clause A (1) and (4) of Schedule II of Securities and Exchange Board of India (Stockbrokers and sub-brokers) Regulations, 1992.

4.10 I therefore hold that M/s. Pals Overseas Pvt. Ltd. has aided and abetted as well as acted in concert with related clients in creating artificial market or misleading appearance of trading in the market, execute transactions that were not genuine trade transactions and executed transactions intended to inflate or cause fluctuation in the market price of the scrip of M/s. Roofit Industries Ltd and has not taken due care and diligence in observance and compliance of the statutory requirement in conduct of its business as a stock broker. Thus the broker has violated the provisions of Regulation 4 (b) (c) and (d) of the Securities and Exchange Board of India (prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 1995 and has violated the provisions of regulations 7 read with Clause A (1) and (4) of Schedule II of Securities and Exchange Board of India (Stockbrokers and sub-brokers) Regulations, 1992, and is liable for action under regulation 13 (1) (b) of Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002.

5.0 ORDER

5.1 In exercise of the powers conferred upon me by virtue of Section 19 of the SEBI Act, 1992 read with Regulation 13 (4) of SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, I hereby direct that the certificate of registration of M/s. Pals Overseas Pvt. Ltd., INB. 011143436, Member, Bombay Stock Exchange be suspended for a period of four months. 5.2 This order shall come into force after the expiry of three weeks from the date of the order.

DATE:31.07.2007 T C NAIR PLACE: MUMBAI WHOLE TIME MEMBER