Order in respect of Dhanlaxmi Lease Finance Ltd., Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi in the matter of Platinum Corporation Limited.

WTM/SR/SEBI/EFD/ 65 /12 /2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: SHRI. S RAMAN, WHOLE TIME MEMBER ORDER Disposal of Representation filed by Dhanlaxmi Lease Finance Ltd., Mr. Bharat Ratilal Shah, and Mr. Girish Gaturbhai Doshi in the matter of Platinum Corporation Ltd.

1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) passed an order dated August 12, 2016 against Platinum Corporation Ltd. and 39 other entities including Dhanlaxmi Lease Finance Ltd., Mr. Bharat Ratilal Shah, and Mr. Girish Gaturbhai Doshi for the violation of Section 12A (a), (b) and (c) of SEBI Act read with Regulation 3(a), 3(b), 3(c), 3(d), 4(1), 4(2)(e), (f), (k) and (r) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003 (PFUTP Regulations, 2003) and Regulation 8(3) and Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 (SAST Regulations, 1997).

2. Vide the aforesaid Order, SEBI inter alia directed as under:

 Mr. Bharat Ratilal Shah, Mr. Girish Gaturbhai Doshi and others are prohibited from accessing the securities market directly or indirectly, and are prohibited from buying, selling or otherwise dealing in securities, directly or indirectly for a period of 3 years from the date of the Order for conniving and conspiring with Platinum Corporation and its directors/promoters and offloading shares in the wake of false and misleading Corporate Announcements thereby making illegal profit/gain,  Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi are directed to to disgorge the entire profit, i.e ₹86,92,786/- and ₹4,71,897/- respectively (with simple interest @12% per annum from February 2007 till the date of payment), unlawfully gained by it, by offloading the shares in the wake of false and misleading Corporate Announcements by the Company and its directors,  Dhanlaxmi Lease Finance Ltd., Mr. Bharat Ratilal Shah, Mr. Girish Gaturbhai Doshi and others are also prohibited from accessing the securities market directly or indirectly, and are prohibited from buying, selling or otherwise dealing in securities, directly or indirectly for a period of 5 years from the date of the Order for their involvement in the fraudulent preferential allotment made by the company without infusion of funds.

3. Dhanlaxmi Lease Finance Ltd., Mr. Bharat Ratilal Shah, Mr. Girish Gaturbhai Doshi and Mr. Bipin Ratilal Shah challenged the aforesaid order of SEBI before the Hon’ble Securities Appellate Tribunal (“Hon’ble SAT”) vide Appeal No. 299 of 2016.

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4. Thereafter, Dhanlaxmi Lease Finance Ltd., Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi (hereinafter referred to as “the applicants” and individually by their respective names) vide letter dated October 7, 2016 made a representation before SEBI. The details are as under:

“The aforesaid appeal came up for hearing on 7.10.2016 for consideration of interim reliers. The Ld. Sr. Counsel appearing for SEBI advised that the Appellants should make a representation to SEBI for reliefs required by them and that SEBI will consider the same. We request you to issue necessary instructions to permit the Appellants to sell and dispose off shares from the following demat accounts and use the sale proceeds thereof for its purposes

Dhanlaxmi Lease Finance Ltd- Appellant No.1

DP Name Demat BOID India Infoline Ltd 12155274 Marwadi Shares & Finance Ltd 10901671

Bharat Ratilal Shah- Appellant No.2

DP Name Demat BOID SEBI - Sub Brokership Marwadi Shares & Finance Ltd Registration no. :0067555

Girish Gaturbhai Doshi- Appellant No.4

DP Name Demat BOID Trade Bulls Securities Limited 1207020000069200 Marwadi Shares & Finance Ltd IN 300974 /11778315 India Bulls Securities Limited IN 302236/10903677

Further instructions be issued to defreeze their accounts immediately”

5. Thereafter, the Hon’ble SAT, vide common Order dated November 16, 2016 inter alia directed SEBI to consider the aforesaid representation (dated October 7, 2016) filed by the applicants and pass appropriate Order thereon as expeditiously as possible.

6.1 Pursuant to the directions of the Hon’ble SAT, the aforesaid representation made by the applicants have been perused. In this regard:

6.2 I note that the applicants in their representation has prayed that the demat accounts (frozen pursuant to SEBI’s Order, the details of which are mentioned in the representation) be de-frozen and that they be allowed to “use the sale proceeds for their purposes”.

6.3 There are mainly two directions in the Order dated August 12, 2016 passed against the applicants, i.e.

 Debarment from the securities market for a period of 5 years from the date of the Order  Disgorgement of unlawful gain of ₹86,92,786/- and ₹4,71,897/- made by the applicants, viz. Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi, along with simple interest @12% per annum from February 2007 till the date of payment.

6.4 I note that the order dated August 12, 2016 has been passed by SEBI after consideration of all the replies/submissions made by the entities including the aforesaid applicants. The entities including the aforesaid applicants were also granted sufficient opportunity of personal hearing (on January 13, 2016 -to Dhanlaxmi Lease and Finance Ltd., and on February 12, 2016- to Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi) before passing the Order dated August 12, 2016. Further, the role of the applicants in the entire scheme and the reasons for issuance of the said directions against them have been clearly brought out in the said order. The demat accounts of the applicants including the accounts held jointly by the aforesaid applicants with other entities have been frozen pursuant to the aforesaid directions issued by SEBI vide Order dated August 12, 2016.

6.5 I further note that the applicants have not given any reasons in support of their request to defreeze the demat accounts. In this regard, it is relevant to note that as per SEBI directions, the applicants viz. Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi are liable to disgorge the unlawful gain of ₹86,92,786/- and ₹4,71,897/- respectively along with simple interest @12% per annum from February 2007 till the date of payment. If the demat accounts of the applicants are de-frozen (as per the representation made by the applicant) and if the applicants are allowed to use the balance sale proceeds thereof for their own purposes, the same would tantamount to revocation of the directions issued by SEBI and would render the order of SEBI otiose.

6.6 It is therefore, clarified that if the applicants undertake to disgorge the aforesaid amounts along with the interest @12% per annum from February 2007 till the date of payment, then they would be allowed to sell the shares lying in their demat accounts to the extent of making payments towards the disgorgement amounts along with the interest imposed by SEBI. Further, the sale has to be done through a SEBI registered broker, who inturn shall ensure that the entire illegal gain of ₹86,92,786/-and ₹4,71,897/- made by the applicants viz. Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi respectively along with simple interest @12% per annum from February 2007 till date of payment, is recovered and sent to SEBI. It is further clarified that it is only for the purpose of making payment of the amounts to be disgorged that the applicants are allowed to sell the shares available in their demat account. Further, barring this limited purpose of effecting sale of shares for making payment of the amounts to be disgorged along with the interest, the applicants are prohibited from accessing the securities market directly or indirectly, and are prohibited from buying, selling or otherwise dealing in securities, directly or indirectly for a period as mentioned in the Order dated August 12, 2016.

7. The representation made by Dhanlaxmi Lease and Finance Ltd., Mr. Bharat Ratilal Shah and Mr. Girish Gaturbhai Doshi vide dated October 7, 2016 in this regard is accordingly disposed of.

Sd/-

Date : December 08, 2016 S. RAMAN Place : Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA