Order in respect of insider trading by suspected entities in the scrip of Bank of Rajasthan Limited (now merged with ICICI Bank Limited)[SAT Appeal No.03/2016]

WTM/PS/126/IVD/JAN/2016 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under sections 11(1), 11(4)(d) and 11B of the Securities and Exchange Board of India Act, 1992 in the matter of insider trading by suspected entities in the scrip of Bank of Rajasthan Limited (now merged with ICICI Bank Limited) In respect of - S. No. Name Permanent Account Number 1. Mr. Rohit Premkumar Gupta AABPG6978J 2. Mr. Sanjay Kumar Tayal AAEPT9209L 3. Mr. Navin Kumar Tayal AABPT2833K 4. Ms. Jyotika Sanjay Tayal AABPT2949Q 5. M/s Advik Textiles and Realpro Pvt. Ltd. AAGCA0352E 6. Mr. Kulwinder Kumar Nayyar AASPN4833F 7. Mr. Azam Mohmmed Ashan Shaikh AWYPS0941A

1. Securities and Exchange Board of India ('SEBI'), investigated into possible insider trading in the scrip of Bank of Rajasthan Limited ('BoR') prior to announcement of agreement executed on May 18, 2100 between the dominant shareholders of BoR with ICICI Bank Limited ('ICICI') for agreeing to merge the two banks.

2. BoR informed the National Stock Exchange of India Limited ('NSE') on May 18, 2010 at 17:12:24 hours that it received a communication from Mr. Sanjay Kumar Tayal (‘Sanjay’), a Director of BoR and related to the dominant shareholding group, requesting BoR to convene a board meeting urgently on May 18, 2010 and informing the following:

 The dominant shareholders of BoR have entered into an agreement on May 18, 2010 with ICICI for proposing an amalgamation of both the banks; and  ICICI is convening its Board of Directors meeting on May 18, 2010, for considering the proposed amalgamation and for approving several actions necessary for the process.

As per the submissions of ICICI, the aforesaid agreement was signed at 04:30 hours (i.e. in the early morning) on May 18, 2010. The agreement inter-alia mentioned that subject to valuations, 25 shares of ICICI will be allotted for every 118 shares of BoR i.e. a shareholder holding 4.72 shares of BoR would be entitled to receive one share of ICICI.

3. The investigations observed that the announcement with regard to the aforesaid agreement was made by BoR to the stock exchanges between 17:12 hours and 17:25 hours on May 18, 2010 after receiving intimation of the same from one of its directors i.e., Sanjay, as BoR was not a signatory to the agreement. ICICI disseminated the aforesaid information to the stock exchanges between 20:10 hours and 20:18 hours on May 18, 2010.

4. The share price of BoR was ` 55.00 at BSE and ` 54.00 at NSE on April 01, 2010 and increased to ` 99.50 at BSE and ` 99.45 at NSE on May 18, 2010. Although, the said announcement was made after market hours on May 18, 2010, it was observed that on the day of the announcement, the share price of BoR increased by 20% on BSE and NSE with huge trading volumes. Further, the price of the scrip of BoR increased even on the next trading day (i.e. May 19, 2010) by 20% and by another 10% each on the next 3 trading days (20th, 21th and 24th May, 2010). On account of huge trading volumes in the scrip of BoR and the delayed announcement of the merger, “insider trading” in the scrip of BoR was suspected.

5. The investigations observed that BoR was a listed private sector bank incorporated in the year 1943. The Tayals (the promoter group of BoR before merger) had replaced the “Bangurs” as the promoters of BoR around the year 1998. The Tayals had entered into an agreement with ICICI for agreeing to merge BoR with ICICI which was completed on August 12, 2010. Prior to the merger, the scrip of BoR was listed at Bombay Stock Exchange Limited ('BSE'), the NSE and the Jaipur Stock Exchange Limited ('JSEL').

6. Investigations revealed that Mr. Pravin Kumar Tayal ('Pravin') and Sanjay, on behalf of the dominant shareholders of BoR, were negotiating with ICICI right from March 2010. The dominant shareholders of BoR were – (1) Mr. Pravin Kumar Tayal, (2) Mr. Sanjay Kumar Tayal, (3) 21st Century Entertainment Pvt. Ltd., (4) Cyber Infosystems & Technologies Pvt. Ltd., (5) EDC Securities Pvt. Ltd., (6) Cyber Info Zeeboomba.com Pvt. Ltd., (7) Cumballa Hill Property Developers Pvt. Ltd., (8) Sumandar Property Developers Pvt. Ltd., (9) Ahmendnagar Investments Pvt. Ltd. and (10) Giriganga Investments Pvt. Ltd.

Thereafter, the Binding Implementation Agreement with ICICI was executed at 04:30 hours on May 18, 2010, as mentioned above. Investigations also revealed that there were series of meetings on May 17, 2010 which finally culminated into the execution of agreement at 04:30 hours on May 18, 2010.

7. I note that the information relating to the aforesaid agreement between ICICI and the dominant shareholders of BoR was a deemed 'price sensitive information' (referred to as “PSI”) in terms of explanation (v) to regulation 2(ha) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as the ‘PIT Regulations’) and the same was an Unpublished Price Sensitive Information (referred to as 'UPSI') till the same was made public. Considering the observations in the preceding paragraph, it can be inferred that the UPSI was in existence on May 17, 2010. Thereafter, the aforesaid PSI was eventually made public at 17:25 hours on May 18, 2010.

8. Based on the analysis of the trading pattern and the trading concentration of entities in the scrip of BoR, SEBI identified certain entities for further analysis. The investigation had analyzed the trading pattern, perused the KYC documents and bank account statements of the suspected entities.

9. In the said analysis, SEBI noticed the following:

i. One Mr. Rohit Premkumar Gupta (‘Rohit’) had traded in the scrip of BoR on NSE and BSE through the stock broker, Gupta Equities Pvt. Ltd. (GEPL). Rohit bought a total of 22,000 shares of BoR on May 17, 2010 and 1,18,000 shares on May 18, 2010. The total value of 1,40,000 shares bought on May 17 and May 18, 2010 was ` 1,28,76,325.

ii. During the relevant Financial Year (2010-11), Rohit had not traded in any other scrip apart from his trading in the scrip of BoR i.e., buying 1,40,000 shares as mentioned above and buying additional 20,000 shares on May 24, 2010 and selling all the 1,60,000 shares between 25-27 May, 2010. It was also noticed that Rohit had never traded in the scrip of BoR since April 01, 2005 until 16 May, 2010.

iii. During the preceding financial year i.e., 2009-10, Rohit had only sold shares of five companies from his existing holding for an aggregate value of rupees one crore (approx.). His average gross trading value per scrip on a cumulative period of five financial years (2005-06 to 2009-10) preceding the financial year 2010-11 was only ` 17.38 lakh compared to his value of dealings in the scrip of BoR of ` 417.21 lakh.

iv. Analysis of the statement of Rohit's bank account held with Citibank revealed that he had received a sum of `1.16 crore from a company, Advik Textiles and Realpro Pvt. Ltd. (‘Advik’) by way of RTGS credits for `36.38 lakh and `80.06 lakh on May 18, 2010 and May 19, 2010 respectively. The balance in the account of Rohit prior to receipt of funds from Advik was only ` 1,32,748/-. For the BoR shares bought by Rohit on May 17 and May 18, 2010, Rohit paid a sum of ` 1,28,97,505 to GEPL as pay-in obligation. This payment was predominantly (90.42%) funded by Advik as the same was utilized by Rohit for making payment to the trading member on May 20-22, 2010.

v. Rohit bought 1,40,000 shares of BoR on May 17 and 18, 2010 i.e. before the announcement of PSI. After the PSI was announced on May 18, 2010, Rohit bought additional 20,000 shares on May 24, 2010 and sold all the 1,60,000 shares between May 25, 2010 to May 27, 2010. Day wise trading activity of Rohit in BoR is tabulated below: Date Buy Quantity Average Buy Sell Average Sell Price (`) Quantity Price (`) During the existence of UPSI 17/05/2010 22,000 82.93 - - 18/05/2010 1,18,000 93.66 - - Post publication of PSI 24/05/2010 20,000 159.46 - - 25/05/2010 - - 16,000 158.20 26/05/2010 - - 67,000 160.26 27/05/2010 - - 77,000 160.94 Total 1,60,000 100.41 1,60,000 160.39 vi. The computation of profit made by Rohit by dealing in 1,40,000 shares which were acquired by Rohit during the existence of UPSI is tabulated below:

Particulars Amounts in ` Actual sale consideration received for sale of 1,60,000 shares 2,56,62,644 Less: Average sale value for 20,000 acquired on May 24, 2010 32,07,706 Net sale consideration for 1,40,000 shares 2,24,54,938 Less: Actual cost of acquisition for 1,40,000 shares 1,28,76,324 Gain made from purchase and sale of 1,40,000 shares ` 95,78,614/-

10. As mentioned earlier, Rohit had not traded in any scrip other than BoR during the financial year 2010-11. In the scrip of BoR, he had traded to an extent of ` 417.21 lakh and made gains to the tune of ` 95.79 lakh. It is also seen that his average trading value per scrip on a cumulative period of five financial years (2005-06 to 2009-10) preceding the financial year 2010-11 was only ` 17.38 Lakhs. Further, it is noted that the orders for purchase of shares of BoR in the account of Rohit on May 17, 2010 were entered just before the close of the trading hours i.e., from 15:26:09 on NSE and 15:29:36 on BSE, which is unusual for a person who is not a regular trader. Considering the above, it can be said that the trading pattern of Rohit was unusual compared to his trading history. The timing and pattern of the trades of Rohit gives a clear indication that his trades were on the basis of the UPSI.

11. During the course of investigation, Rohit had, on September 24, 2013, stated that the source of funds for purchase of shares of BoR was "Rental income from property located at Delhi and interest and dividend income". However, the bank statement of Rohit revealed that he had received the amount from Advik. When the same was shown to him and was asked to clarify the source for such purchases once again, Rohit mentioned that the source of funds for purchase of BoR shares was a loan from one of his friend i.e., Mr. Kulwinder Kumar Nayyar (‘Kulwinder’) and that Rohit had used his own funds to the tune of ` 12.34 Lakhs for payment to GEPL for purchase of shares of BoR. Further, Rohit also stated that he does not remember the terms of repayment of loan from Kulwinder.

However, vide letter dated November 22, 2013, Rohit changed his statement and mentioned that the amount taken from Advik was not a loan. He stated that the amount was received as advance towards sale of a property for a total consideration of ` 1.74 Crores and the amount was later returned back to Advik as the sale agreement was terminated. In support of the above claim, Rohit submitted a copy of the agreement dated May 01, 2010. Investigations also noted that the purported agreement, which was not registered, was entered on May 01, 2010 and the funds were given by Advik only on May 18-19, 2010. It was also observed that no witness had signed the said agreement either on behalf of the buyer or the seller and the purported agreement was terminated on June 03, 2010 without recording any reason for the same. Therefore, the claim of Rohit appears to be an afterthought as he also changed his submissions from the statement made by him on September 24, 2013 where he had stated that the amount has been taken from Advik for investment in the shares of BoR to the new submission i.e., the amount was received as advance against sale of a property.

12. Given the fact that Rohit had received funds from Advik, the investigation also inquired into the background of Advik. It was noticed that Advik was incorporated as a private limited company on November 01, 2006 having its registered office at "Krishna House, Raghuvanshi Mill compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013", and later changed its address to (C/o) "Elementto Lifestyles Private Limited, Raghuvanshi Mansion, 11, Senapati Bapat Marg, Lower Parel (W), Mumbai 400013". This address is the same address as that of the Corporate Office of BoR during the relevant point in time. Further, Rohit has been the Managing Director in Elementto Lifestyles Private Limited since May 2005. This is the company whose name is mentioned in the address of Advik as mentioned above.

The other relevant facts regarding Advik are as follows: i. Details of Directors of Advik, as obtained from MCA website, since its incorporation till September 2012 is tabulated as under- Sr. No. Name of the directors Period 1 Mr. Ramit Satish Aggarwal From incorporation - June 15, 2008 2 Mr. Kulwinder Kumar Nayyar From incorporation – incumbent 3 Mr. Jigar Arvind Gada From May 05, 2008 - October 10, 2010 4 Mr. Navin Kumar Tayal From June 02, 2008 - March 02, 2010 5 Mr. Azam Mohmmed Ashan Shaikh From June 01, 2010 - incumbent From the above, it can be seen that Kulwinder was a director since incorporation of the company and Mr. Navin Kumar Tayal (‘Navin’) was a director of Advik for about two years. ii. Details of shareholders of Advik as obtained from MCA website, since incorporation till September 2012 is tabulated below:

Sr. Name of the shareholders % of Period No of No shareholding months 1 Mr.Kulwinder Kumar Nayyar 50% From 19 Mr. Satish Ramit Aggarwal 50% 01/11/2006 to 10/06/2008 2 Mr. Navin Kumar Tayal 50% From 21 (appointed as director on 10/06/2008 to 02/06/2008) 02/03/2010 Ms. Jyotika Sanjaykumar Tayal 50% 3 Mr. Azam Mohmmed Ashan Shaikh 50% From 18 Mr. Kulwinder Kumar Nayyar 50% 02/03/2010 to 10/09/2011 4 Mr. Navin Kumar Tayal 50% From 13 Mr. Sanjay Kumar Tayal 50% 10/09/2011

Investigation has observed from the submissions of Sanjay and Pravin that Sanjay, Pravin and Navin are brothers and Ms. Jyotika Sanjay Tayal (‘Jyotika’) is wife of Sanjay. From the table above, it is observed that on June 10, 2008, Navin and Jyotika each bought 50% of shares of Advik from Kulwinder and Satish respectively and held on to the shares until March 02, 2010. Thereafter, on March 02, 2010, Navin transferred shares held by him to Mr. Azam Mohmmed Ashan Shaikh ('Azam') and Jyotika transferred shares held by her to Kulwinder. After holding shares till September 10, 2011, Azam transferred the shares back to Navin and Kulwinder (who bought shares from Jyotika) transferred the shares to Sanjay (Jyotika's spouse).

iii. From the bank account opening form of Advik maintained with ICICI bearing a/c no. 032305001613, it is observed that Navin was one of the two authorized signatories to operate the bank account of Advik since July 16, 2008 (i.e. date of account opening) and there was no change in the same at least till December 18, 2015 despite several changes in directorship and shareholding.

iv. Further, certain bank transfers have been observed from the ICICI Bank account of Advik to Mr. Ram Pratap Tayal (Father of Sanjay, Navin and Pravin Tayal).

v. From the information provided in the above tables, it is observed that Kulwinder and Azam were the directors of Advik for the maximum period of time including the time when the purchase of shares of BoR by Rohit was funded by Advik. Also, it was observed that shares of Advik were transferred by Navin and Jyotika to Azam and Kulwinder and the same was later reversed by Azam and Kulwinder to Navin and Sanjay (Jyotika's Spouse). Therefore, in order to examine the association of Kulwinder and Azam with the Tayals, the investigation analyzed the directorship data of Azam and Kulwinder and that of the Tayal family members (i.e., Sanjay, Jyotika, Navin and Pravin Tayal, Saurabh Pravin Tayal and Keshav Navin Tayal).

From such analysis, it was observed that Kulwinder and Azam were closely associated with the Tayals since they have been acting as directors in various Tayal related/ connected companies during the period under examination as well as during the pre and post examination period. Kulwinder has been observed to be a director of K- Lifestyle & Industries Limited (a listed company promoted by the Tayals) since September 10, 2004. During the examination period, in three companies, Kulwinder and/or Azam were directors in which the Tayals were also directors during the examination period. Name of the Company/ and its Date of Original Date of Directors Appointment cessation Gamin Traders Pvt Ltd Navin Tayal 3-Oct-06 1-Oct-10 Azam Mohmmed Ashan Shaikh Azam 20-Feb-10 * Kulwinder Kumar Nayyar 4-Mar-06 8-Jun-15 Hotline Textiles And Infrastructure Pvt Ltd Navin Tayal 10-Jan-07 3-Jan-14 Keshav Navin Tayal 3-Jan-14 * Azam Mohmmed Ashan Shaikh Azam 20-Feb-10 * Kulwinder Kumar Nayyar 9-Nov-06 8-Jun-15 K-Lifestyle & Industries Limited Navin Tayal 24-Feb-01 27-Feb-14 Kulwinder Kumar Nayyar 10-Sep-04 26-Mar-15 * Continues to be on board – as on October 12, 2015

In addition to the above, there are 14 other companies in which the Kulwinder and/ or Azam were directors concurrently with the Tayals. Further, it is also noted that Kulwinder was associated with 3 companies (Hotline Textile and Infrastructure Pvt. Ltd., Jaybharat Textiles and Real Estate Ltd., and K-Lifestyle and Industries Ltd) and Azam was associated with Hotline Textile and Infrastructure Pvt. Ltd as a director and all these companies and Azam were restrained from dealing in the securities market apart from other entities for their role in connivance with the Tayal group of companies vide SEBI Order dated March 8, 2010. From the above, it is apparent that the Kulwinder and Azam are close associates of the Tayals.

vi. An analysis of the aforesaid details of Advik from the MCA portal regarding directorship and shareholding, authorized signatories to operate the bank accounts of Advik, the address of the registered office of Advik and the close association of Azam and Kulwinder with the entities of Tayal Gorup shows that Navin/ Jyotika and Sanjay Tayal were managing the affairs of Advik even during the period when they were not shown as Shareholders/ director including the period of May-June 2010. Further, it is also apparent that the share transfers by Navin and Jyotika on March 2, 2010 to Kulwinder/ Azam was only to camouflage the shares held by Navin/ Jyotika/ Sanjay Tayal. This is further supported by the fact that the share transfer was later reversed on September 10, 2011.

13. Connection between Rohit and Insiders/ deemed insiders:

i. During the statement recording of Rohit on August 20, 2014, Rohit had mentioned that he is the brother of Jyotika (wife of Sanjay, director of BoR and part of the dominant promoter group of BoR). As mentioned above in this Order, Sanjay was involved in the negotiations with ICICI as being a part of the dominant promoter of BoR and therefore had access to the UPSI. Further, he was also a director of BoR. Accordingly, he becomes a “connected person” in terms of regulation 2(c) of the PIT Regulations and also an “insider” in terms of regulation 2(e) of the PIT Regulations.

ii. Given that Jyotika is the wife of Sanjay and Sanjay being a connected person and an insider, Jyotika is “deemed to be a connected person” in terms of regulation 2(h)(viii) of the PIT Regulations and also an “insider” in terms of regulation 2(e) of the PIT Regulations as she is reasonably expected to have access to the UPSI.

iii. A relative of a connected person is also “deemed to be a connected person” in terms of regulation 2(h)(viii) of the PIT Regulations. In terms of the definition of ‘relative’

under section 6 of the Companies Act, 1956 read with Schedule 1A thereof, “sister’s husband” would be covered under the definition of ‘relatives’. Therefore, Rohit is a relative of Sanjay (Sanjay being the husband of Rohit's sister) and therefore Rohit becomes “deemed to be a connected person” in terms of regulation 2(h)(viii). Further, Rohit is also an “insider” in terms of regulation 2(e)(ii) of the PIT Regulations as he allegedly had access to the UPSI.

iv. Navin also is “deemed to be a connected person” in terms of regulation 2(h)(viii) as he is the brother of Sanjay, a connected person.

v. Despite several changes in the shareholding/directorship, Navin (Sanjay's brother) continued to be one of the authorized signatories to operate bank account of Advik. Further, as discussed above in this Order, it is clear that Navin, Sanjay and Jyotika were managing the affairs of Advik despite not being present as its directors, which leads to the conclusion that they attempted to camouflage the fact of their ownership/control over Advik. Therefore, Advik is also a deemed to be a connected person in terms of Regulation 2(h)(ix) of PIT Regulations.

vi. Rohit had received an amount of `1.16 crores from Advik which has been used to purchase shares of BoR during the existence of UPSI. The timing of receipt of money, the purchase of shares of BoR during the existence of UPSI using such funds, the relation between the concerned persons/entities clearly indicate that Rohit purchased shares of BoR on the basis of UPSI. Further, as the funds for purchase of shares of BoR by Rohit were provided by an entity who is deemed to be a connected person i.e., Advik, Rohit is considered as an insider in terms of Regulation 2(e) of PIT Regulations.

vii. Based on above observations and considering the trading pattern of Rohit, it is clear that he had access to the UPSI and traded in the shares of BoR on the basis of such UPSI in order to derive undue profits to his advantage and to the disadvantage of the uninformed investors. From the various factors mentioned above, including the funding, common address and unusual trading pattern of Rohit etc, the preponderance of probability suggests that the dealings of Rohit in the scrip of BoR was on the basis of UPSI. Therefore, his dealings can be termed as trading while in possession of UPSI in violation of regulation 3 of the PIT Regulations.

14. From the above, it is observed that Rohit who carried out the insider trading was facilitated by Sanjay, Jyotika, Navin, Advik, Kulwinder and Azam by providing the information and funds in connivance with each other. It is observed that despite the changes in the directorship and shareholding of Advik, the affairs of Advik were being controlled by Sanjay, Jyotika and Navin. The changes in the shareholding and directorship was aimed at camouflaging the actual control over Advik thereby misleading the investigation. Therefore, it is clear that the said acts of the aforesaid seven entities were in furtherance of the common intention of indulging in the scheme of insider trading. Accordingly, by their acts, the seven entities i.e., Rohit, Sanjay, Jyotika, Navin, Advik, Kulwinder and Azam are alleged to have contravened the provisions of section 12A (a), (b), (c), (d) and (e) of the SEBI Act, 1992 and regulations 3 and 4 of the PIT Regulations.

15. Considering that the seven entities tabulated below, connived with each other in furtherance of the common intention of indulging in the scheme of Insider Trading and thereby deriving undue profits, it is pertinent to make each of these 7 persons/entities, jointly and severally, liable for the undue profits made by Rohit by trading in the scrip of BoR on the basis of UPSI.

16. With the initiation of investigation and quasi-judicial proceedings, it is possible that the above 7 noticees may divert the unlawful gains (subject to the adjudication of the allegation on the merits in the final order), which may result in defeating the effective implementation of the direction of disgorgement, if any to be passed after adjudication on merits. Non-interference by the Regulator at this stage would therefore result in irreparable injury to interests of the securities market and the investors. It therefore becomes necessary for SEBI to take urgent steps of impounding and retaining the proceeds (unlawful gains) allegedly made by the above noticees, by way of an interim measure. Considering the facts and circumstances of the case, the balance of convenience lies in favour of SEBI. Further, as the alleged gains were made during the year 2010, it becomes reasonable and necessary to levy an interest at 12% simple interest per annum. The sale transactions took place between May 25 and May 27, 2010. The amount of gain as mentioned above is ` 95,78,614/- and the simple interest at the rate of 12% per annum from May 27, 2010 to December 31, 2015 is ` 64,36,829/-. Therefore, the total amount to be impounded aggregates to ` 1,60,15,443/-.

17. Accordingly, as an interim measure, an ad-interim ex-parte Order for impounding such alleged gains under section 11(4)(d) and 11B of the Securities and Exchange Board of India Act, 1992 needs to be issued against the 7 noticees tabulated below. S.No Name Permanent Account Number 1. Mr. Rohit Premkumar Gupta AABPG6978J 2. Mr. Sanjay Kumar Tayal AAEPT9209L 3. Mr. Navin Kumar Tayal AABPT2833K 4. Ms. Jyotika Tayal AABPT2949Q 5. M/s Advik Textiles and Realpro Pvt. Ltd. AAGCA0352E 6. Mr. Kulwinder Kumar Nayyar AASPN4833F 7. Mr. Azam Mohmmed Ashan Shaikh AWYPS0941A

18. In view of the foregoing, in order to protect the interest and the integrity of the securities market, I, in exercise of the powers conferred upon me by virtue of section 19 read with sections 11(1), 11(4)(d) and 11B of the SEBI Act, 1992, hereby order to impound the alleged unlawful gains of a sum of ` 1,60,15,443/- (alleged gain of ` 95,78,614/ - + interest of ` 64,36,829/- from May 27, 2010 upto December 31, 2015), jointly and severally, from the persons/entity tabulated in the paragraph above.

19. The Banks and Depositories are directed that no debits shall be made, without permission of SEBI, in respect of the bank accounts and demat accounts, held jointly or severally, by all the persons/entities tabulated in paragraph 17 above. The Banks and the Depositories are directed to ensure that all the above directions are strictly enforced. However, credits, if any, into the accounts may be allowed.

20. The persons/entities tabulated in paragraph 17 above are also directed not to dispose off or alienate any of their assets/properties/securities, till such time the amounts mentioned in paragraph 18 are credited to an escrow account {“Escrow Account in Compliance with SEBI Order dated January 01, 2016 – A/c (in the name of the respective persons/entities)”} created specifically for the purpose in a Nationalized Bank. The escrow account/s shall create a lien in favour of SEBI and the monies kept therein shall not be released without permission from SEBI. On production of proof by any of the persons, mentioned in paragraph 17, that the said money is deposited in the escrow account, SEBI shall communicate to the Banks and Depositories to defreeze the accounts.

21. Further, the persons/entities tabulated in paragraph 17 above are directed to provide, within 7 days of this order, a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form and details of companies in which they hold substantial or controlling interest.

22. The above directions shall come into force with immediate effect.

23. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against the persons/entities covered under this Order, in accordance with law. The persons/ entities against whom this Order has been passed may file their replies to SEBI within 21 days from the date of receipt of this order, if they so desire. They may also indicate in their replies whether they wish to avail an opportunity of personal hearing in the matter.

PRASHANT SARAN Date: January 05, 2016 WHOLE TIME MEMBER Place: Mumbai SECURITIES AND EXCHANGE BOARD OF INDIA