Order in the matter of Consortex Karl Doelitzsch (India) Limited

1. The Securities and Exchange Board of India (hereinafter referred to as the SEBI) had issued a notice dated August 20, 2008 to Consortex Karl Doelitzsch (India) Limited and its directors/former directors, namely, Mr. M. Sudhakar Rao, Mr. V. Manohar, Mr. G. Krishna Mohan, Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan, requiring them to show cause as to why action under Section 11, 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as the SEBI Act) read with Regulation 11 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities market) Regulations, 1995 (hereinafter referred to as the PFUTP Regulations) should not be taken against the Company restraining it from issuing any further shares or altering its share capital in any manner and prohibiting the Company and its aforesaid directors/former directors from accessing the capital market or dealing in securities in any manner, directly or indirectly till the Company submits the reconciliation statement for total of physical and dematerialized shares and rectifies the anomaly of total number of shares exceeding the issued shares or till a specified period of time, whichever is later. Brief facts of the case are as follows:

1.1 SEBI had received a complaint from the Andhra Pradesh Industrial Development Corporation Limited (hereinafter referred to as APIDC) vide letter dated September 5, 2005, stating that it had invested `80 lakhs in 8,00,000 equity shares of `10/- each in Consortex Karl Doelitzsch (India) Limited, earlier known as Andhra Pradesh Power Tools Limited (hereinafter referred to as the Company). APIDC had stated that though they submitted their physical share certificates in respect of the said 8,00,000 shares to their depository participant, UTI Securities Limited, Hyderabad, along with a demat request form dated July 8, 2005 for dematerialization of the said shares, the demat request was rejected by Ikon Vision Private Limited (the share transfer agent of the Company during the relevant time) for the reason "security certificates received not available for demat" along with a footnote "contact the company for exchange of shares". It was also stated that APIDC made enquiries with the said share transfer agent and was informed that shares with the distinctive numbers as submitted by it for dematerialization have been dematerialized prior to December 2002 itself. The details of shareholding of APIDC in the Company, including the distinctive numbers of the shares, were given in Annexure 1 to the aforesaid notice.

1.2 Preliminary findings revealed that the details of shares held in physical and dematerialised form in the records of the said shares transfer agent indicated that there was a discrepancy. Though, APIDC held shares of the Company in physical form, its name did not figure in the list of shareholders of the Company in physical form, as per the information furnished by the said share transfer agent. The Company had reported to the stock exchange that the physical shares numbered 7,62,500 which was less than the holding of APIDC. Further, the Company and its share transfer agent have reckoned the share holding by ignoring the shares held by APIDC and if the same were added up, would exceed the paid up capital of the Company of 2,61,39,500 shares. As the shares transfer agent had informed APIDC that shares carrying the distinctive numbers as they had were already dematerialised prior to December 2002, and the discrepancies in the share holding pattern disclosed by the Company and its share transfer agent, it was prima facie observed that the Company could have issued fake shares and dematerialised earlier for trading in the securities market. Based on such prima facie findings, SEBI issued an ex-parte Order dated September 29, 2005 issuing the following directions:

“a) Corsortex Karl Doelitszsch (India) Ltd., formerly known as Andhra Pradesh Power Tools Ltd. and its directors are directed not to issue any further shares or alter its share capital in any manner till further directions. The company and its directors viz. Shri M.Sudhakar Rao, Shri V.Manohar, Shri K.Satyanarayan, Shri S.Surya Prakasa Rao and Shri G.Krishna Mohan are prohibited from accessing capital market or dealing in securities, in any manner, directly or indirectly, till further orders in this regard by SEBI. b) Consortex shall submit audit report audited by a qualified Chartered Accountant or a practicing Company Secretary on the reconciliation of the records of dematerialized securities with all the securities issued by Consortex within 15 days from the date of this order. c) Ikon Vision Pvt. Ltd. Registrar and Share Transfer Agent is hereby directed not to transfer shares of Consortex held by the above mentioned directors directly or indirectly till further directions. d) APIDC (A corporation of Government of Andhra Pradesh) is directed to retain all the original share certificates of Consortex in its possession in safe custody. They are also directed not to part with any of the shares till further directions of SEBI. 4.2 All the above directions shall take effect immediately and shall be in force until further orders.” 1.3 After affording an opportunity of hearing and considering the submissions of the Company, SEBI had while confirming all the directions issued vide the Order dated September 29, 2005 had inter alia observed the following in the Order dated February 1, 2006:

“5.5. While the records of Consortex and Ikon showed a huge gap between the shares held actually by APIDC in physical form and the figures maintained by the company, the letter of APIDC dated September 9, 2005 evidences their holding of 8 lakh shares in physical form. 5.6. In view of the records of Consortex and Ikon bristling with egregious discrepancies with regard to the holding of APIDC, coupled with the fact that Ikon replied to APIDC stating that the shares carrying the distinctive numbers of shares submitted by APIDC for dematerialization ha d already been dematerialized prior to December 2002 itself, a strong presumption is engendered that fake shares might have been issued by Consortex and dematerialized earlier for trading in the market. 5.7. Consortex has failed to produce information/records as required vide ad-interim order dated 29th September, 2005. Even on the date of hearing which is more than a quarter since the date of ad-interim order, Consortex was not in a position to produce any report or information and instead sought further time. It is thus seen that Consortex had failed to comply with the direction issued vide ad-interim order dated 29th September 2005. ……… 6.2. Consortex has failed to comply with several legal provisions including the provisions contained in SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003, SEBI (Depositories and Participants) Regulations, 1996, Depositories Act, 1996 and SEBI Act, 1992 by their above said acts and omissions thereby hindering the healthy growth of the securities market. ……… 6.4. SEBI had initiated formal investigation into the matter based on the findings of investigation, appropriate proceedings will be initiated against the concerned entities as provided under the SEBI Act and the Rules and Regulations made thereunder.”

1.4 In the investigation conducted in the matter, SEBI inter alia observed that: a. The number of shares held by various shareholders in physical form was shown as 7,62,500 whereas, the number of shares held by APIDC alone in physical form are 8,00,000. b. As per records of the share transfer agent (Ikon Vision Private Limited), the total number of shares held in physical and demat form put together works out to be 2,69,05,700 shares, which is in excess of the paid up capital of the Company, comprising of 2,61,39,500 shares, representing an excess of 7,66,200 shares.

APIDC continues to hold 8,00,000 share certificates with the following distinctive numbers: Folio Certificate Distinctive Numbers Number of shares Number Numbers From To 8 8 0000071 0320470 3,20,400 8 9 0320471 0427270 1,06,800 8 42 0986201 1086200 1,00,000 8 43 1086201 1186200 1,00,000 8 44 1186201 1359000 1,72,800 Total 8,00,000 c. One Shravan Rao V. P. had tendered shares with the same distinctive numbers as that of APIDC for dematerialization and the Company had approved his dematerialization request. The said approval was granted by the Company when it was carrying out the share transfer work in-house. As a result, Mr. Sravan Rao V.P. had dematerialized shares with the same distinctive numbers as that of the shares held by APIDC.

d. The Company issued fake/ counterfeit share certificates to Mr. Shravan Rao V. P. with the same distinctive numbers as that of the shares held by APIDC, which were dematerialized by Mr. Shravan Rao V. P. on October 19, 2002 and December 12, 2002. The said period was the intervening time after Mondkar Computers Private Limited had stopped acting as the Company’s share transfer work and before Ikon Vision Private Limited had started to act as the Company’s share transfer agent. In the said period, the Company was acting handling its share transfer and registry work in-house.

e. Though, the Company had claimed that it was M.K. Securities Limited which had issued fake shares of the Company during 1997, the share certificates issued to Mr. Shravan Rao V. P. bear the seal of “Consortex Karl Doelitszsch (India) Limited” and not that of “Andhra Pradesh Power Tools Limited”, which was the name of the Company during the year 1997.

f. It was alleged that by issuing fake/counterfeit share certificates, the Company has contravened Regulations 3 and 6(a) of the PFUTP Regulations, 1995. In terms of the ex-parte Order dated September 29, 2005, the Company was required to submit a report audited by a qualified Chartered Accountant or a practicing Company Secretary on the reconciliation of the records of dematerialized securities with all the securities issued by the Company. However, the Company failed to comply with the said direction.

2. In view of such allegations, SEBI had issued the notice dated August 20, 2008 to the Company and its directors/former directors, as mentioned in paragraph 1 above. I note that the application for passing of a consent order submitted by the Company was rejected by the High Powered Advisory Committee constituted under the SEBI Circular dated April 20, 2007 and the same having been agreed by SEBI, was communicated to the Company, vide SEBI letter dated April 6, 2010.

3. Subsequent to the issue of the aforesaid notice, various opportunities of personal hearing were afforded to the Company and its directors. However, only the Company appeared through its authorised representative in a hearing held on July 9, 2010. In the said hearing, Mr. S. Phani Kumar, Chartered Accountant, as authorised by the Company appeared and made submissions. During the hearing he also submitted the written submissions dated July 6, 2010 and the letter dated July 6, 2010 explaining the current state of affairs in the Company. There was no representation from the others. As regards, Mr. M. Sudhakar Rao (the managing director of the Company during the relevant period), another opportunity of hearing was afforded on August 10, 2010 in Mumbai. However, he conveyed vide letter dated August 5, 2010, his inability to appear in the said hearing and stated that he would submit a detailed letter. Thereafter, SEBI, vide letters dated August 16, 2010 and September 23, 2010 had asked Mr. M. Sudhakar Rao to indicate whether he was in a position to appear in a hearing to be scheduled in Chennai. Though, the said letters were delivered, there was neither any request for a hearing nor did he file a detailed reply as undertaken by him. I note that sufficient opportunities were given to Mr. M. Sudhakar Rao. However, he failed to avail such opportunities. The other directors have also not appeared nor filed their replies inspite of pasting the notices in the last known address available with SEBI. In view of the same, I do not consider it necessary to provide further opportunity to them and the matter is considered on the basis of the available material on record. The Company had in its consent application, stated that Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan have expired.

4. I have considered the notice dated August 20, 2008 (the notice), the written and oral submissions made on behalf of the Company and other material available on record. The allegations in the notice can be summed up as follows: a. that the Company had issued fake/counterfeit share certificates in contravention of Regulations 3 and 6(a) of the PFUTP Regulations; and b. the Company had failed to comply with a direction issued in the ex-parte Order dated September 29, 2005 (which was subsequently confirmed vide Order dated February 1, 2006) which required the Company to submit a report audited by a chartered accountant or a practising company secretary on the reconciliation of the records of dematerialised securities with all the securities issued by the Company.

5. Firstly, I proceed to deal with the allegation of issue of fake/counterfeit share certificates by the Company. SEBI took cognisance of the matter on the basis of a complaint filed by APIDC alleging that it was not able to dematerialise its 8,00,000 shares held in the Company. The demat request made by APIDC was rejected by Ikon Vision Private Limited (the then share transfer agent of the Company) with the reason that the share certificates were not available for demat and requested it to contact the Company for exchange of shares. It is startling to note that the shares carrying the distinctive numbers as that in the shares held by APIDC had been dematerialised prior to December 2002 itself. It was noted that as on the date of the notice, Purva Share Registry (India) Private Limited was the registrar and transfer agent of the Company having been appointed on November 16, 2006. Prior to the said appointment, Ikon Vision Private Limited was the share transfer agent of the Company which in turn had taken over from Mondkar Computers Private Limited. It is not in dispute that the issued and paid up capital of the Company comprises

2,61,39,500 equity shares of `10/- each fully paid up. From the secretarial audit report dated July 8, 2005 filed by the Company with the erstwhile Hyderabad Stock Exchange, the following were the number of shares held in physical and dematerialised mode as on June 30, 2005:

Mode of Holding Number of shares Percentage Physical Shares 7,62,500 2.92% Demat – NSDL 1,98,01,777 75.75% Demat – CDSL 55,76,223 21.33% Total 2,61,39,500 100%

Therefore, even according to the Company, as on June 30, 2005, its shareholders were holding 7,62,500 shares in physical mode. The holding of APIDC of 8,00,000 shares had not been reckoned under the physical shares category. I also note that as per the share transfer agent, Ikon Vision Private Limited, the following are the details of shares held in physical/demat form as on September 27, 2005.

Nature of Holding Number of shares Physical Shares 7,76,500 Demat – NSDL 1,99,66,310 Demat – CDSL 61,62,890 Total 2,69,05,700 The said share transfer agent had also furnished a detailed list of shareholders, who were holding shares in physical form. However, the name of APIDC does not figure at all in the said list. Another revealing fact from the above table is that the total number of shares held in physical and demat mode put together is 2,69,05,700 shares, which is 7,66,200 shares in excess of the Company’s paid up capital of 2,61,39,500 shares. The investigation had also enquired with Mondkar Computers Private Limited (MCPL), the share transfer agent who was handling the said work prior to Ikon Vision Private Limited. MCPL had informed that during the year 2002, the Company decided to appoint another registrar and had requested MCPL to hand over all the records and computer data to its representative. According to MCPL, all the documents and computer data and printed share certificates which were not exchanged by the shareholders were handed over to the representative of the Company. It was further stated that it undertook both registry & share transfer work and connectivity agent till October 5, 2002 and acted only as a connectivity agent from October 6, 2002 till February 17, 2003. It is also very pertinent to note that MCPL, had vide letter dated May 24, 2006 gave details of reconciliation of physical and dematerialised shares as on October 5, 2002, which matched with the issued capital of the Company. Therefore, it is easy to comprehend that the mismatch between the details of shareholding disclosed by the Company and the paid up capital, had occurred only after the records were taken over by the Company from MCPL.

6. During investigation, SEBI had recorded the statement of a representative [one Vijayakumar who was the manager in the said entity of Ikon Vision Private Limited (IVPL)], involved in dematerialization of shares. The said person had stated that IVPL was acting as the share transfer agent for the Company since September 1, 2003. He stated that they have not received all the statutory registers from the erstwhile registrars and among other documents, they received a CD containing the soft copy of list of shareholders at the time of taking over. He further stated that till date, they have not done any transfer in physical form and that in all the cases, they have been referring to the Company and only after receipt of Company’s confirmation, they have effected the demat confirmations. The said representative also stated that some of the shareholders for whom they have effected demat confirmation were figuring in the list of shareholders (a soft copy of which they received in the form of CD as stated above) and that some others did not figure in the said list. It was also stated that they first noticed the difference in total paid up share capital and the total of physical as well as dematerialized shares, when they received a demat request from a shareholder, whose name did not figure in the list given by the erstwhile registrars. He also stated that Mr. Sudhakar Rao, Mr.

V.P. Rao, Mr. V.P. Shravan Rao and Mr. Ramakrishna had been representing the Company before them. The aforesaid statement also reiterates that proper records have not been transferred to IVPL and that the said registrar and the Company were aware that the names of certain shareholders was not present in the CD containing the list of shareholders given by the Company.

7. As the investigation had found that the share certificates with the distinctive number of the shares as held by APIDC was dematerialised by one Shravan Rao V.P., the erstwhile Hyderabad Stock Exchange (HSE) was asked to provide the shareholding pattern of the Company during the year 2002 amongst other documents. HSE has sent copies of the shareholding pattern of Company for the year 2002 and from the same it was found that the name of “Shravan Rao V. P.” appears in the “Indian Promoters” category with a holding of 13,00,440 shares, amounting to 4.97% of the total paid up capital of the Company. The details of shares dematerialized by Mr. Shravan Rao V. P. through his depository participant are given below:

Number of Shares Total number of Shares with Distinctive Distinctive numbers DRN Number S. No. Surrendered for Numbers matching matching with that of and Date Dematerialization with shares of shares held by APIDC APIDC 152163, 4,27,200 0000000071 to 1 16,13,600 19-10-2002 0000427270 153712, 3,72,800 0000986201 to 2 11,40,100 02-12-2002 0001359000

Though, Mr. Shravan Rao V.P. was holding only 13,00,440 shares as on September 30, 2002, it is surprising to note that he had requested for dematerialising 27,53,700 shares. It is also noted that the share certificates that Mr. Shravan Rao V. P. had submitted for dematerialization on December 2, 2002 was issued by the Company on October 18, 2002. The notice had enclosed copies of above demat requests (DRNs) along with copies of documents submitted with the said DRNs, including copy of the share certificate issued on October 18, 2002. The said share certificate had been issued to Mr.

Shravan Rao V.P. during the period when the Company was handling the share registry and transfer work in-house, before the said work was entrusted to IVPL. I also note that the notice mentions that “…… the first instance of dematerialisation took place merely 13 days after MCPL stopped share transfer activities of Consortex and handed over the said work to Consortex.” From the above facts, it comes to light that the Company had issued share certificates bearing the same distinctive numbers as those contained in the share certificates of APIDC.

8. During the hearing, the learned representative for the Company had filed written submissions and reiterated the submissions contained therein. It was inter alia submitted that APIDC was never denied of its holding and the same was mentioned in the shareholding pattern submitted to the stock exchanges. The representative submitted that public notices were issued for surrender and exchange of shares and the letters sent to APIDC. It was further submitted that the Company still has disputes with respect to the alleged handing over of documents relating to members/data on shares by MCPL. As regards the non-submission of the report as required in terms of the ex-parte Order, the representative submitted that there was non-cooperation by all concerned with the company secretary appointed to submit the report in terms of the SEBI directions and subsequently the company secretary expressed his inability to carry out the task. With respect to the redressal of the complaint of APIDC, it was submitted that APIDC has already issued a letter withdrawing its complaint as the same had been amicably settled. The representative further submitted that a. the promoters have divested their personal holdings and replaced genuine shares to the fullest satisfaction of all the shareholders; and b. there are no complaints pending regarding fake/duplicate shares from any of the shareholders.

As it was submitted that the APIDC has withdrawn their complaint, SEBI had written to APIDC to confirm whether it had withdrawn its complaint. In reply, APIDC enclosed a copy of an earlier letter addressed to SEBI stating that it had disinvested 8,00,000 shares held by it in the Company at `1.25/- per share in favour of Mr. M. Sudhakar Rao for a total consideration of `10,00,000/- and that it had received the said amount. In the said letter APIDC have confirmed the withdrawal of its complaint. Even when the said complaint has been resolved, the fact remains that the Company has issued counterfeit/fake set of share certificates which enabled another individual (Mr. Shravan V.P.) to dematerialise the shares contained in such certificates. Thus, the Company has committed a fraud on its shareholders by issuing such fake certificates. The notice had alleged that the Company had violated Regulations 3 & 6(a) of the PFUTP Regulations. The said regulations are reproduced herein below:

“Prohibition of certain dealings in securities 3. No person shall buy, sell or otherwise deal in securities in a fraudulent manner.” “Prohibition on unfair trade practice relating to securities 6. No person shall - (a) in the course of his business, knowingly engage in any act, or practice which would operate as a fraud upon any person in connection with the purchase or sale of, or any other dealing in, any securities; ……………” 9. The Company by issuing fake/counterfeit share certificates has dealt in its securities in a fraudulent manner and has knowingly engaged in an act which has operated as a fraud upon any person in connection with the purchase/sale or other dealings in the securities of the Company. Issue of fake/counterfeit shares, as done in the manner observed above, has the potential of making the original shareholders lose their wealth in their shares and reduce their share certificates to a mere paper. In an appeal [Appeal No. 67 of 2008 - Bellary

Steels & Alloys Limited and others vs. SEBI and another] filed by a company which was found by SEBI to have issued duplicate shares fraudulently, the Hon’ble Securities Appellate Tribunal while upholding the Order of the SEBI impugned therein had observed the following in its Order dated November 18, 2008:

“The action of the Company in fraudulently issuing the duplicate shares only to enable the subsequent transferees from trading them in the market is an act squarely covered by the provisions of Regulations 3 and 4 of the Regulations. We have already held that the act was fraudulent.”

Therefore, having considered the totality of the facts and circumstances of the case, I hereby conclude that the Company, by its aforesaid acts of commission and omission, had contravened the provisions of Regulations 3 and 6(a) of the PFUTP Regulations.

10. Having come to the aforesaid conclusion, the next step would be to consider the liability that could be fastened on the persons said to be the directors to whom the notice was also issued. The notice has been issued to Mr. M. Sudhakar Rao, Mr. V. Manohar, Mr. G. Krishna Mohan, Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan. It has been submitted that Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan have expired. Therefore the present proceeding in respect of them has abated. It has also been submitted on behalf of the Company that Mr. M. Sudhakar Rao, Mr. V. Manohar, Mr. G. Krishna Mohan have resigned as directors of the Company and are no longer in the Company’s board. However, I note that Company in its Annual General Meeting held on May 27, 2010 accepted the letter of resignation (dated May 19, 2010) submitted by Mr. M. Sudhakar Rao (the Managing Director). However, the said persons have been alleged to be the directors during the relevant period when the aforesaid irregularities had been committed. Therefore, though the aforesaid persons are not the directors as on date, they are liable for the acts of the Company in issuing counterfeit share certificates as they were responsible during the relevant period for the conduct of business of the Company.

11. The second charge against the Company is that it had failed to submit a report audited by a chartered accountant or a practising company secretary on the reconciliation of the shares held in physical as well as in the dematerialised mode with the issued capital of the Company. Admittedly, the said report has not been filed by the Company till date. It has been submitted that due to the non-cooperation by all concerned, the reconciliation could not be completed and therefore the required report could not be filed with SEBI. I find the said submission to be made in a casual manner and that there has been no seriousness on the part of the Company in undertaking the reconciliation exercise. It is only in the interest of the shareholders of the Company that SEBI had ordered the Company to reconcile the shares held in physical and dematerialised mode with the issued capital of the Company, more so when it has been found that the shares held in both physical and demat mode exceeds the issued capital of the Company. The said excess has already been discussed above in this Order. In this regard, it is pertinent to note the submission of IVPL that some of the shareholders who were holding physical shares in the Company did not figure in the list of shareholders which was given to it. I also note the submission that the promoters of the Company have disinvested their shares and that all the shareholders have been satisfied. Therefore, at this stage, it would not be difficult for the Company to reconcile its shares (physical and demat) with the issued capital and in filing a report to that effect.

12. From the foregoing, the Company is found guilty of both the charges that have been taken for consideration in paragraph 3 above. In view of such contravention, I proceed to consider as what could be the directions that warrant to be issued against the recipients of the notice. The ex-parte Order dated September 29, 2005 has directed the Company not to issue any further shares or alter its share capital in any manner till further directions and prohibited the Company and Mr. M. Sudhakar Rao, Mr. V. Manohar, Mr. G. Krishna Mohan, Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan from accessing the capital market or dealing in securities, in any manner, directly or indirectly, till further directions. The said directions have been subsequently confirmed vide the Order dated February 1, 2006 and have remained in effect till date. The notice has contemplated the issuance of directions against the Company restraining it from issuing any further shares or altering its share capital in any manner and prohibiting the Company and the individuals from accessing the capital market or dealing in securities in any manner, directly or indirectly till the Company submits the reconciliation statement for total of physical and dematerialized shares and rectifies the anomaly of total number of shares exceeding the issued shares or till a specified period of time, whichever is later. I also note that the complaint of APIDC has been settled to its satisfaction. Having considered the aforesaid directions issued by SEBI which are in force till date, the need for the Company to reconcile its shares held in physical and dematerialised mode with its issued capital, in the interest of its shareholders and the case in its totality, I find it reasonable to dispose of the notice dated August 20, 2008 Company and Mr. M. Sudhakar Rao, Mr. V. Manohar, Mr. G. Krishna Mohan, Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan, as ordered hereinbelow.

13. In view of the foregoing, I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 read with Sections 11(1), 11(4) and 11B and Regulations 11 and 13 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, hereby issue the following directions:

a. Consortex karl Doelitzsch (India) Limited is restrained from issuing further shares or altering its share capital in any manner and is also restrained from accessing the securities market and prohibited from dealing in securities in any manner, directly or indirectly, till such time the said company reconciles its shares held in physical and dematerialised mode with its issued capital and submits a report to that effect duly confirmed/audited by a chartered accountant or a practising company secretary, which shall be confirmed and satisfied by the Securities and Exchange Board of India.

b. Mr. M. Sudhakar Rao, Mr. V. Manohar and Mr. G. Krishna Mohan are restrained from dealing in securities for a period of six years. The period of debarment already undergone by them in terms of the Orders dated September 29, 2005 and February 1, 2006 of the Securities and Exchange Board of India passed in the matter shall be taken into account while computing the said period of six year, as ordered above.

c. The present proceeding in respect of Mr. S. Surya Prakasa Rao and Mr. K. Satyanarayan has abated for the reasons stated above.

14. This Order shall come into force with immediate effect.

DR. K. M. ABRAHAM WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

PLACE: MUMBAI DATE: JULY 19, 2011