Order in respect of SKR Supreme Electronics and Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

WTM/SM/EFD1/DRA4/19600/2022–23 SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: S. K. MOHANTY, WHOLE TIME MEMBER ORDER UNDER SECTION 11(1), 11(4) AND 11B(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN THE MATTER OF SECUNDERABAD HEALTHCARE LIMITED In respect of Sr. Noticee Name of the Noticees PAN No. No. 1. 2. SKR Supreme Electronics & Trading Private Limited AAECS9028D 2. 3. Nishottam Traders Private Limited AACCN7655D 3. 6. Jabeen Tradelink Private Limited AACCJ2408A 4. 7. Gajpal Buildinfra Private Limited AADCG5699R 5. 8. Nirvana Mall Management Co. Private Limited AACCN2665B 6. 10. Aansal Securities Services Private Limited AAFCA3926K The above-mentioned entities are individually referred to by their respective noticee number as assigned in the Show Cause Notice dated July 19, 2019 and collectively referred to as “Noticees”)

BACKGROUND 1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) passed an order dated April 30, 2021 (hereinafter referred to as “SEBI Order”) against 10 entities namely Secunderabad Healthcare Limited (hereinafter referred to as “SHL/Company”) and 9 other entities including SKR Supreme Electronics & Trading Private Limited (hereinafter referred to as “SKR”/Noticee no. 2 therein), Nishottam Traders Private Limited (hereinafter referred to as “Nishottam”/Noticee no. 3 therein), Jabeen Tradelink Private Limited (hereinafter referred to as “Jabeen”/Noticee no. 6 therein), Gajpal Buildinfra Private Limited (hereinafter referred to as “Gajpal”/Noticee no. 7 therein), Nirvana Mall Management Co. Private Limited(hereinafter referred to as “Nirvana”/Noticee no. 8 therein) and Aansal Securities Services Private Limited (hereinafter referred to as “Ansal”/Noticee no. 10 therein), alleging receipt of equity shares allotted to them by the Company post conversion of warrants for which full consideration was not paid and therefore observed to have got benefited by the Company and further caused loss to the other shareholders of the Company. Further, the proceeding against one allottee i.e., Anvita Trading Co. Private Limited (Noticee no. 9 therein) was Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

disposed of without any direction. The following directions were issued vide the above mentioned SEBI Order: “37) In view of the facts and circumstances of the case and the aforesaid discussions and findings, I, in exercise of the powers conferred upon me under Section 19 read with Sections 11(1), 11(4), 11B of the SEBI Act, 1992 hereby pass following directions: i. The Noticee no. 1 is directed not to access the securities market, directly or indirectly, by issuing prospectus, offer document or advertisement soliciting money from the public for a period of 02 years and is further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, for a period of 02 years. ii. The Noticee no. 2 to 8 and 10 are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly in any manner whatsoever for a period of 02 years from the date of this order. iii. The Noticee no. 1 is directed to collect the balance consideration from the Noticee no. 2 to 8 and 10 and the Noticee no. 2 to 8 and 10 are directed to pay the balance consideration to the Noticee no. 1 in terms of amount shown to be recovered in Table no.-5 of the order.

The above collection and payment shall be completed within a period of 60 (sixty) days from the date of this order. iv. The Noticee no. 2 and 3 shall disgorge the wrongful gain of INR 6,85,98,216/- and INR 3,71,22,625/-, respectively with simple interest @ 6% per annum till the date of actual payment. For the purpose calculation of interest, the period shall commence from December 2012 for the Noticee no. 2 and August 2013 for the Noticee no.3, respectively and continue till the date of actual payment made. The wrongful gain of INR 6,85,98,216/- and INR 3,71,22,625/- along with interest shall be remitted by them to Investor Protection and Education Fund (IPEF) as referred to in Section 11(5) of the SEBI Act, 1992, and intimation, if any may be forwarded to “Division Chief, Enforcement Department-1, DRA-4, Securities and Exchange Board of India SEBI Bhavan II, Plot no. C-7, "G" Block, Bandra Kurla Complex, Bandra (E), Mumbai-400 051”. In case, the Noticee nos. 2 and 3 fail to comply with the said direction, they shall be restrained from accessing the securities market and prohibited from buying, selling or otherwise dealing in the securities market, till the actual payment of disgorgement amount or till the completion of the debarment directed at sub-paragraph (ii) above, whichever is later. v. The Banks, with whom the Noticee no. 2 and 3’s accounts are maintained, are directed that no debit shall be made, without permission of SEBI, in respect of the bank accounts held by them except for the purposes of compliance of this order. vi.

The Noticee no. 2 and 3 are directed to furnish details of assets, properties owned directly or indirectly by it respectively and further directed not to dispose of or alienate any of his assets/ properties/ securities, till such time the direction of this order is complied with. Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

vii. The Noticee no. 1 having received the balance consideration as directed in terms of sub-paragraph (iii) above is directed to furnish to SEBI, a Certificate from a Chartered Accountant along with necessary documentary evidencing certifying the compliance of this direction and said Certificate will be furnished within a period of 03 months from the date of this order. viii. This direction is without prejudice to any other action including action for recovery of such amounts from these Noticees which may be initiated by SEBI. ix. It is further clarified that during the period of restraint, the existing holding of securities including the holding of units of mutual funds of the Noticee nos. 1 to 8 and 10 shall remain under freeze. x. Obligation of the aforesaid the Noticee nos. 1 to 8 and 10, in respect of settlement of securities, if any, purchased or sold in the cash segment of the recognized stock exchange (s), as existing on the date of this Order, can take place irrespective of the restraint/prohibition imposed by this Order, only in respect of pending unsettled transactions, if any.

Further, all open positions, if any, of the aforesaid Noticees in the F & O segment of the stock exchange, are permitted to be squared off, irrespective of the restraint/prohibition imposed by this Order. xi. In light of my observations noted at paragraph 26 of this Order, proceeding against the Noticee no. 9 is disposed of without any direction.” 2. Aggrieved by the above SEBI Order, the Noticees filed separate appeals before the Hon’ble Securities Appellate Tribunal (hereinafter referred to as “SAT/Tribunal”). The Hon’ble SAT vide its common order dated October 01, 2021 allowed the aforesaid appeals and remitted the matters to SEBI for reconsideration of the issue after considering the annual reports and such other evidence that may be placed by the Noticees. 3. In this regard, I note that SEBI had issued a Show Cause Notice dated July 19, 2019 (hereinafter referred to as “SCN”) to the Noticees asking them to show cause as to why appropriate directions should not be issued against them under Sections 11(1), 11B and 11(4) of the Securities and Exchange Board of India Act, 1992 ( hereinafter referred to as “SEBI Act, 1992”) for allegedly violating Section 12A(a),(b),(c) of the SEBI Act, 1992, regulations 3(a),(b),(c),(d) and 4(1) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred to as “PFUTP Regulations”) and regulations 77(1) and 77(3) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as “ICDR Regulations”).

4. The brief facts pertaining to the Noticees that are necessary for the disposal of the matter at hand, as contained in the SCN, are as under:

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

4.1 On October 14, 2010, SHL had allotted 8,00,00,000 warrants convertible into 8,00,00,000 equity shares of INR 10 each for cash at a premium of INR 8.60 per share on preferential basis to 27 non-promoter entities on the following terms of payment: (a) At least 25% shall be payable before the allotment of warrants and balance on or before 18 months from the date of allotment or else the money received for the allotment of warrants shall be forfeited by the Company. (b) In the event convertible warrants are issued, the same shall at the option of the allottee, be converted into equivalent number of equity shares in one or more tranches but before expiry of 18 months from the date of allotment. 4.2 Upon first tranche of conversion of warrants to shares, SHL allotted 4,00,96,000 equity shares to 13 entities (including the Noticee nos. 2 and 3) on March 02, 2011 and the said shares were under lock-in till March 01, 2012. Pursuant to second tranche of conversion of warrants into shares on March 31, 2012, SHL allotted 3,99,04,000 equity shares to 16 entities (including the Noticee nos. 6, 7, 8 and 10) and the said shares were also under lock-in till March 30, 2013. 4.3 From the analysis of the information gathered during the investigation including the information provided by SHL vide its email dated September 10, 2018 regarding the funds received from 15 out of the 27 allottees, it was observed that there were variations (i.e. either excess or shortage of amounts due to refunds of money by the Company to allottees) in the funds received from certain allottees.

Therefore, SHL was asked to furnish detailed information in this regard, however, no proper information was provided regarding such variations despite reminders sent advising SHL to provide information regarding such variations. 4.4 In view of the above, it has been alleged in the SCN that the Noticees had received equity shares allotted to them by the Company post conversion of warrants, without paying the full consideration. Since, the documents furnished in the course of investigation do not show with sufficient evidences that the Noticees had paid full consideration for the conversion of warrants into equity shares, the Noticees were alleged to have been unduly benefited by the Company and by their acts of non-payment of full consideration have caused loss to the other shareholders of the Company. 4.5 It is further noticed that the Noticees were enjoying connection to the Company i.e., SHL/promoters of SHL through a network of common directors. 4.6 It has also been noticed that although the Company at that time gave a public impression of capital infusion through preferential allotment, but in reality, the Company, inter-alia, allotted shares to the Noticees without receiving full consideration from them thereby Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

providing huge amount of monetary benefit to them. Therefore, SHL and other allottees including the Noticees are alleged to have perpetrated a fraud on the shareholders and the ordinary investing public who had transacted in the shares of the Company post preferential allotment. REPLY, PERSONAL HEARING AND SUBMISSIONS 5. Pursuant to passing of the aforesaid SAT order, SEBI vide letters dated October 26, 2021 and emails dated November 15, 2021, January 06, 2022 and February 02, 2022 advised the Noticees to file their respective replies in compliance with the said SAT Order. Since none of the Noticees had filed any reply, SEBI vide letters dated each April 08, 2022 advised the Noticees to file their replies within 10 days of the receipt of the said letters. However, the Authorized Representative (AR) of the Noticees vide email dated April 16, 2022 had requested for extension on the ground that they were in the process of preparing the replies and sought for further 3 weeks’ time to file their replies. The said request made by the AR on behalf of the Noticees was acceded to as a final and last opportunity for them to file replies in this regard. Accordingly, the Noticees have filed their respective replies which are detailed as under: Sr. No. Entity Name/Noticee no. Date of Reply 1. SKR Supreme Electronics & Two undated replies (Received on May 23, Trading Private Limited (Noticee 2022 and May 30, 2022 no. 2) 2. Nishottam Traders Private Limited Reply dated May 06, 2022 (received on May (Noticee no. 3) 06, 2022) 3. Jabeen Tradelink Private Limited Reply dated May 06, 2022 (received on May (Noticee no. 6) 06, 2022) 4. Gajpal Build infra Private Limited Reply dated May 13, 2022 (received on May (Noticee no. 7) 18, 2022) 5. Nirvana Mall Management Co Undated reply (received on May 12, 2022) Private Limited (Noticee no. 8) 6. Aansal Securities Services Limited Reply dated April 21, 2022 (received on (Noticee no. 10) April 26, 2022)

Vide the aforesaid replies the Noticees have inter alia submitted as under:

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

a) The SCN is issued with a delay of over 9 years from the date of the transactions and on this ground of delay alone the SCN is liable to be set aside. Section 11B of the SEBI Act is a drastic power and the same cannot be exercised with such a delay. b) Learned Adjudicating Officer has issued show cause notice dated December 31, 2019 on the same cause of action and for similar violations. Thus, the Noticees are victims of multiple proceedings and on this ground also the SCN needs to be quashed. c) It appears that the SCN was issued to the Noticees on account of non-furnishing of information by SHL, w.r.t. to the considerations received by it from the allottees including the Noticees. Pertinently, the fact remains that the amount/consideration which is alleged to have not been paid by the Noticees to SHL has actually been paid well before the due dates. d) The Noticees have paid full consideration towards their respective subscription of the equity shares of the Company at the relevant time and the Noticees reiterate that there is nothing due and payable to SHL on part of the Noticees w.r.t. the shares allotted to them or otherwise.

Therefore, it cannot be said that SHL has issued the shares on preferential basis to the Noticees without receiving full consideration from them and it cannot be said that the Noticees have received the equity shares without paying full consideration. e) As per the Annual Reports of the Company for the years 2010 and 2011 which are available in the public domain (published on the BSE Ltd.) the auditors of the Company had recorded, receipts of the entire consideration by the Company towards issue and conversion of convertible warrants issued by SHL. Moreover, no qualifications have been given by the auditor in the Annual Report w.r.t. conversion of warrants and consideration received by the Company towards the same. f) While issuing the SCN, SEBI has not considered that there was substantial compliance of applicable provisions of laws on the part of the Noticees and all payments were made by the Noticees to SHL before the due dates. Hence, there are no violations on the part of the Noticees under the ICDR Regulations. g) Since the full consideration has been paid to the Company, the Noticees deny that they have received any undue benefit at the cost of other shareholders of the Company and therefore, it is also wrong to allege that the Noticees were part of a fraudulent arrangement through which they had perpetuated fraud on the other allottees, shareholders and also on the ordinary investing public who had transacted in the shares of the SHL post issuance of the aforesaid preferential allotment and thereby have violated the provisions of Section 12A(a),(b),(c) of the SEBI Act, 1992, regulation 3(a),(b),(c),(d) and 4(1) of the PFUTP Regulations, 2003 Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

h) The allegation made in the SCN showing connection amongst the Noticees, leading to an alleged violation of the PFUTP Regulations by the Noticees, is entirely baseless and without any evidence on record or otherwise. Insofar as linkage through common directors is concerned, SEBI has failed to demonstrate as to how the Noticees have acted in concert with such other Noticees for the purpose of non-payment of consideration towards conversion of warrants issued on preferential basis. Thus, the allegations of the violation of the PFUTP Regulations against the Noticee as set out in the SCN, do not hold any ground and therefore SCN may be set aside. i) When the amount of consideration for the issue of warrants is already paid to SHL by the Noticees the present SCN does not stand the test of the trite law and has to be disposed of accordingly. j) Without prejudice to the aforesaid, the alleged violations in the SCN if any, is a mere lacuna on the part of the Company and no wrong doing can be attributed to the Noticees. k) The Company vide its disclosure dated April 03, 2012 made on the BSE Ltd. regarding outcome of the Board meeting held on March 31, 2012 has disclosed as under: “Secunderabad Healthcare Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 31, 2012, has decided to issue and allot equity shares in lieu of Convertible Equity Warrants to the allottees consequent to their exercising option to convert warrants by paying balance 75% consideration towards the same.” 6. After receipt of the written replies and in compliance with the principle of natural justice, an opportunity of personal hearing was also granted to the Noticees on August 03, 2022 which was communicated to the Noticees vide hearing notice dated June 13, 2022. On the scheduled date of personal hearing held through video conferencing, the Noticees appeared through their common AR and made oral submissions on the lines of their respective written replies, already filed before me.

CONSIDERATION 7. I have perused the allegations and facts recorded in the SCN, the submissions made on behalf of the Noticees and the other materials available on record. In my view, the only issue that needs adjudication in the present proceedings is whether or not, the Noticees have received equity shares allotted to them by the Company post conversion of the warrants, after paying the full consideration for the said shares allotted to them, to the Company? 8. Before adverting to the factual conspectus of the case, I note that the Noticees have been alleged to have violated applicable provisions of SEBI Act, 1992, the PFUTP Regulations and the Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

ICDR Regulations. Therefore, the said provisions are reproduced hereunder for ease of reference and better appreciation: The SEBI Act, 1992 Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control. 12A. No person shall directly or indirectly— (a) use or employ, in connection with the issue, purchase or sale of any securities listed or proposed to be listed on a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of this Act or the rules or the regulations made thereunder; (b) employ any device, scheme or artifice to defraud in connection with issue or dealing in securities which are listed or proposed to be listed on a recognized stock exchange; (c) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person, in connection with the issue, dealing in securities which are listed or proposed to be listed on a recognized stock exchange, in contravention of the provisions of this Act or the rules or the regulations made thereunder; The PFUTP Regulations, 2003 3. Prohibition of certain dealings in securities No person shall directly or indirectly – (a) buy, sell or otherwise deal in securities in a fraudulent manner; (b) use or employ, in connection with issue, purchase or sale of any security listed or proposed to be listed in a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of the Act or the rules or the regulations made there under; (c) employ any device, scheme or artifice to defraud in connection with dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange; (d) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with any dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange in contravention of the provisions of the Act or the rules and the regulations made there under.

4. Prohibition of manipulative, fraudulent and unfair trade practices (1) Without prejudice to the provisions of regulation 3, no person shall indulge in a manipulative, fraudulent or an unfair trade practice in securities markets. Explanation.–For the removal of doubts, it is clarified that any act of diversion, misutilization or siphoning off of assets or earnings of a company whose securities are listed or any concealment of such act or any device, scheme or artifice to manipulate the books of accounts or financial statement of such a company that would directly or indirectly manipulate the price of securities of that company shall be and shall always be deemed to have been considered as manipulative, fraudulent and an unfair trade practice in the securities market. Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

The SEBI(ICDR) Regulations, 2009 Payment of consideration. 77. (1) Full consideration of specified securities other than warrants issued under this Chapter shall be paid by the allottees at the time of allotment of such specified securities: Provided that in case of a preferential issue of specified securities pursuant to a scheme of corporate debt restructuring as per the corporate debt restructuring framework specified by the Reserve Bank of India, the allottee may pay the consideration in terms of such scheme. (2) An amount equivalent to at least twenty-five per cent. of the consideration determined in terms of regulation 76 shall be paid against each warrant on the date of allotment of warrants. (3) The balance seventy-five per cent of the consideration shall be paid at the time of allotment of equity shares pursuant to exercise of option against each such warrant by the warrant holder. 9. I note from the SCN that the allegation against the Noticees is that they had received equity shares allotted to them by the Company post conversion of warrants for which adequate consideration was not paid to the Company and thus the Noticees were benefited by the Company at the cost of other shareholders of the Company.

Subsequently, the Noticee nos. 2,3,6,7 and 8 were also found to have traded in the scrip of the Company wherein the Noticee nos. 2 and 3 by selling those shares received by them in the preferential allotment from the Company (against which no consideration was noticed to have been paid by them), have allegedly unlawfully gained a sum of INR 10.57 Crore from such sale. The aforesaid acts of the Noticees have been alleged to be in violation of Section 12A (a),(b),(c) of the SEBI Act, 1992, regulations 3(a),(b),(c),(d) and 4(1) of the PFUTP Regulations and regulations 77(1) and 77(3) of the ICDR Regulations. 10. In this respect, I find that the SCN provides the details of preferential allotment of warrants, conversions of warrants into equity shares, allotment of equity shares to the Noticees, total consideration that the Noticees were required to pay to the Company and the actual payment made by the Noticees to the Company (against the warrants/ equity shares pursuant to conversion of warrants), which for the sake of reference and understanding are summarised here under: Table no.-1 Noticee Preferrential Warrant Total Date of Conversion Amount Amount to be paid No. Allotees/ / Shares considerat to Equity Shares paid by the or recovered from Noticee no. allotted ion to be March March allottees (in the allottees.

(in paid 02, 2011 31, 2012 INR) INR) 2 SKR Supreme Electronics & 36,25,000 6,74,25,000 √ 1,68,56,250 5,05,68,750 Trading Private Limited

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

3 Nishottam Traders Private 29,25,000 5,44,05,000 √ 1,43,28,125 4,00,76,875 Limited 6 Jabeen Tradelink 29,00,000 5,39,40,000 √ 5,36,45,000 2,95,000 Private Limited 7 Gajpal Buildinfra 17,50,000 3,25,50,000 √ 3,05,50,000 20,00,000 Private Limited 8 Nirvana Mall Managemenet 25,25,000 4,69,65,000 √ 4,41,40,000 28,25,000 Co. Private Limited 10 Aansal Securities 27,50,000 5,11,50,000 √ 4,65,18,750 46,31,250 Services Private Limited 11. From the perusal of the material on records, more specifically the details of payments so made by the Noticees, in the bank accounts of the Company i.e. A/c no. 000684000002574 with Yes Bank and A/c no. 3230011029725 with Kotak Mahindra Bank (in which funds towards preferential allotment were received by the Company from the allottees including the Noticees) and from the detail of funds transactions/transfers submitted by the Company, I note that the SCN narrates the details of payments received by the Company from the Noticees nos. 2, 3, 6, 7, 8 and 10 as under: i. SKR Supreme Electronics & Trading Private Limited-Noticee no.2: The Noticee no. 2 was required to pay INR 6,74,25,000 for subscription of 36,25,000 shares. The Company provided details regarding the receipt of only 25% of the total consideration from the Noticee no. 2. This was supported by the transactions noticed in the bank account statements of the Company, it was observed that the Noticee no. 2 had transferred INR 1,68,56,250/- (from account 0028CD4119060-Indusind Bank Ltd) to the bank account of the Company through multiple transactions between August 14, 2010 and February 02, 2012 which is equivalent to only 25% of the subscription amount. ii. Nishottam Traders Private Limited-Noticee no.3: The Noticee no. 3 was required to pay INR 5,44,05,000 for subscription of 29,25,000 shares @ INR 18.60 per share. The Company has provided details pertaining to the receipt of only 26.34% of the total consideration from the Noticee no. 3. Based on the transactions noticed in the bank account statements of the Company, it was noticed that the Noticee no. 3 had transferred INR 1,43,28,125 (from account 8284000001159-YES Bank) to the bank account of the Company through multiple transactions between August 16, 2010 and August 24, 2010 which is equivalent to only 26.34% of the subscription amount.

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

iii. Jabeen Tradelink Private Limited-Noticee no.6: The Noticee no. 6 was required to pay INR 5,39,40,000 for subscription of 29,00,000 shares @ INR 18.60 per share. However, the Noticee no. 6 had transferred INR 5,69,85,000 (from accounts No. 00602000043872- HDFC Bank Ltd, Accounts Nos. 500011041828 & 550011046397 – Kotak Mahindra Bank) to the bank account of the Company through multiple transactions between August 14, 2010 and July 06, 2011. However, it is also observed that the Company had transferred back INR 33,40,000 to the Noticee no. 6 [i.e. INR 30,00,000 on February 23, 2012 (before conversion of warrants) and INR 3,40,000 on April 17, 2012 (after conversion of warrants)] thereby leading to a shortfall in the subscription amount by INR 2,95,000 (i.e. INR 30,45,000 excess amount received by the Company from the Noticee no. 6 less INR 33,40,000 returned by the Company to the Noticee no. 6). iv. Gajpal Buildinfra Private Limited-Noticee no.7: The Noticee no. 7 was required to pay INR 3,25,50,000 for subscription of 17,50,000 shares @ INR 18.60 per share. However, the Noticee no. 7 had transferred INR 4,05,50,000 (from Account no. 6642090000959-Kotak Mahindra Bank Ltd & Account no.23105137949- Standard Chartered) to the bank account of the Company through multiple transactions between August 13, 2010 and July 09, 2011 and the Company had transferred back INR 1,00,00,000 to the Noticee no. 7 on June 20, 2011 thereby leading to a shortfall in the subscription amount by INR 20,00,000 (i.e.

INR.80,00,000 excess amount received by the Company less INR 1,00,00,000 returned by the Company). v. Nirvana Mall Management Co. Private Limited-Noticee no.8: The Noticee no. 8 was required to pay INR 4,69,65,000 for subscription of 25,25,000 shares @ INR 18.60 per share. Against this, the Noticee no. 8 had transferred INR 4,85,00,000/- (Account No. 014611023918-Dena Bank, Account Nos. 550011046404 & 561011014153- Kotak Mahindra Bank) to the bank account of the Company through multiple transactions between August 13, 2010 and July 13, 2011. However, the Company had transferred back INR 43,60,000 to the Noticee no. 8 on April 04, 2012 thereby leading to a shortfall in the subscription amount by INR 28,25,000 (i.e. excess funds INR 15,35,000/- received by the Company from the Noticee no. 8 less INR 43,60,000/- returned by the Company to the Noticee no. 8). vi. Aansal Securities Services Private Limited-Noticee no.10: The Noticee no. 10 was required to pay INR 5,11,50,000 for subscription of 27,50,000 shares @ INR 18.60 per share. Against which, the Noticee no. 10 had transferred INR 5,15,18,750 (from Account No. 00602560003610-HDFC Bank Ltd, Account No. 016283900000168-Yes Bank & Account No. 550011045386 – Kotak Mahindra Bank) to the bank account of the Company through multiple transactions between August 16, 2010 and July 02, 2011. However, the Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

Company had later on transferred back INR 50,00,000 to the Noticee no. 10 on August 18, 2011 thereby leading to a shortfall in the subscription amount by INR 46,31,250 (i.e. INR 3,68,750 /- excess amount received by the Company from Noticee no. 10 less INR 50,00,000/-returned by the Company to the Noticee no. 10). 12. I note that the Noticee nos. 2, 3, 6, 7, 8 and 10 have now filed replies in rebuttal to the aforesaid allegations made in the SCN stating that the allegation pertaining to allotment of shares pursuant to conversion of warrants without payment of full consideration is wrong. They have further submitted that they have already paid remaining consideration of 75% to the Company much before the due date of March 02, 2011 (as regards the Noticee nos. 2, 3) and March 31, 2012 (as regards the Noticee nos. 6, 7, 8 and 10) set out for the payment of consideration as per terms of payment mandated by the Company. The aforesaid Noticees have now furnished the details of the total payment which they had made to the Company against the allotment of shares and which are detailed as under: Table no.-2

SKR Supreme Electronics & Trading Private Limited-Noticee no.2 Date Amount (in INR) Due Date Remarks August 14, 2010 68,00,000 October 14, 2010 25 percent paid August 18, 2010 50,00,000 October 14, 2010 August 18, 2010 49,65,625 October 14, 2010 October 08, 2010 90,625 October 14, 2010 November 16, 2010 80,00,000 March 02, 2011 75 percent paid November 16, 2010 1,00,00,000 March 02, 2011 November 16, 2010 60,00,000 March 02, 2011 November 16, 2010 70,00,000 March 02, 2011 November 18, 2010 75,00,000 March 02, 2011 November 18, 2010 75,00,000 March 02, 2011 November 18, 2010 20,00,000 March 02, 2011 November 19, 2010 25,00,000 March 02, 2011 February 21, 2011 68,750 March 02, 2011 Total 6,74,25,000 Nishottam Traders Private Limited-Noticee no.3 Date Amount (in INR) Due Date Remarks August 16, 2010 36,00,000 October 14, 2010 25 percent paid August 18, 2010 99,28,125 October 14, 2010 August 24, 2010 8,00,000 October 14, 2010 October 21, 2010 1,00,00,000 March 02, 2011 75 percent paid October 21, 2010 40,00,000 March 02, 2011 October 22, 2010 90,00,000 March 02, 2011 October 22, 2010 1,70,76,875 March 02, 2011 Total 5,44,05,000

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

Jabeen Tradelink Private Limited-Noticee no.6 Date Amount (in INR) Due Date Remarks August 14, 2010 35,00,000 October 14, 2010 25 percent paid August 18, 2010 99,12,500 October 14, 2010 October 08, 2010* 72,500 October 14, 2010 July 05, 2011 3,50,00,000 March 31, 2012 75 percent paid July 06, 2011 85,00,000 March 31, 2012 Total 5,69,85,000 Gajpal Buildinfra Private Limited-Noticee no.7 Date Amount (in INR) Due Date Remarks August 13, 2010 81,00,000 October 14, 2010 25 percent paid August 20, 2010 5,00,000 October 14, 2010 July 07, 2011 1,00,00,000 March 31, 2012 75 percent paid July 07, 2011 1,60,00,000 March 31, 2012 July 09, 2011 80,00,000 March 31, 2012 Total 4,26,00,000 Nirvana Mall Management Co. Private Limited-Noticee no.8 Date Amount (in INR) Due Date Remarks August 13, 2010 75,00,000 October 14, 2010 25 percent paid August 16, 2010 42,00,000 October 14, 2010 August 17, 2010 50,00,000 October 14, 2010 August 17, 2010 57,00,000 October 14, 2010 June 23, 2011 25,00,000 March 31, 2012 75 percent paid June 23, 2011 30,00,000 March 31, 2012 July 09, 2011 1,00,00,000 March 31, 2012 July 11, 2011 31,00,000 March 31, 2012 July 13, 2011 75,00,000 March 31, 2012 Total 4,85,00,000 Aansal Securities Services Private Limited-Noticee no.10 Date Amount (in INR) Due Date Remarks August 16, 2010 1,27,18,750 October 14, 2010 25 percent paid August 17, 2010 50,00,000 October 14, 2010 August 18, 2010 79,00,000 October 14, 2010 June 2-3, 2011 (-)1,50,00,000 June 14, 2011 1,09,00,000 March 31, 2012 75 percent paid July 02, 2011 1,50,00,000 March 31, 2012 July 04, 2011 1,00,00,000 March 31, 2012 July 05, 2011 1,00,00,000 March 31, 2012 August 18, 2011 (-)50,00,000 July 14, 2015 (-)3,68,750 Total 5,11,50,000 From a perusal of the copy of the bank statements furnished by the Noticees in support of their afore-stated claims of having paid full consideration including the remaining 75% of total Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

consideration against the allotment of warrants and equity share, I find that different sums of money on different dates aggregating to total consideration required to be paid by the Noticees as indicated in Table no.-2 above have indeed been transferred from the respective bank accounts of the Noticees to the bank account of the Company (as indicated in paragraph 11 above) during the period from August 13, 2010 to July 13, 2011. The said receipt of funds gets corroboration from the amounts paid in tranches by the Noticees as shown in the above table from their respective bank accounts on the respective dates. I therefore find that the Noticees have furnished sufficient evidence in supports of their claims that they had paid full consideration to the bank account of the Company. 13. The Noticees have also brought attention to the statement made in the 20th Annual Report of the Company for the year 2010-11 in support of their claim which shows that the statutory auditor of the Company has in fact recorded about the receipts of the entire consideration by the Company towards issue and conversion of convertible warrants issued by SHL.

Further, it has also been brought to my notice that the Company vide its disclosure dated April 03, 2012 made on the BSE Ltd., (while disclosing the outcome of the Board meeting held on March 31, 2012) had duly disclosed that the Company has decided to issue and allot equity shares in lieu of Convertible Equity Warrants to the allottees consequent to their exercising of option to convert warrants against the receipt of balance 75% consideration towards the same. Therefore, having considered the materials on record, I am of the view that the Noticees are successful in rebutting the allegations made against them in the SCN by establishing that they had indeed paid full consideration towards the allotment of warrants as well as the equity shares post the conversion of those warrants. I am therefore, in the absence of any evidence to the contrary on record, inclined to grant exoneration to the Noticees by accepting their submission that they have actually paid the remaining 75% of the consideration to the Company and thus in effect, have paid the full consideration to the Company towards this purpose.

14. In view of the facts and circumstances of this case and aforesaid discussions, I hold that the Noticees have paid full and adequate consideration to the Company towards allotment of equity shares of SHL as mentioned in Table-1 above as per the terms of payment mandated by the Company. In view of the aforesaid finding, I do not find it necessary to deal with other submissions of the Noticees made vide their respective replies. DIRECTION 15. In view of the facts and circumstances of the case and the aforesaid discussions and findings, I, in exercise of the powers conferred upon me under Section 19 read with Sections 11(1), 11(4), 11B of the SEBI Act, 1992 hereby pass following direction:

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.

i. The Show Cause Notice dated July 19, 2019 issued against the Noticees namely SKR Supreme Electronics & Trading Private Limited (PAN No.: AAECS9028D), Nishottam Traders Private Limited (PAN No.: AACCN7655D), Jabeen Tradelink Private Limited (PAN No.: AACCJ2408A), Gajpal Buildinfra Private Limited (PAN No.: AADCG5699R), Nirvana Mall Management Co. Private Limited (PAN No.: AACCN2665B) and Aansal Securities Services Private Limited (PAN No.: AAFCA3926K) is disposed of without any direction. 16. This Order shall come into force with immediate effect. 17. A copy of this Order shall be served upon the recognized Stock Exchanges, Depositories, Registrar and Transfer Agents and all the banks for necessary compliance.

Sd/- DATE: SEPTEMBER 23, 2022 S. K. MOHANTY PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Order in respect of SKR Supreme Electronics & Trading Private Limited and 5 Others in the matter of Secunderabad Healthcare Ltd.