Order in the matter of front-running of trades of HDFC Asset Management Company Limited by Sanghvi group and Kalpana group

WTM/PS/135/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 front-running of trades of HDFC Asset Management Company Limited by ‘Sanghvi group’ and ‘Kalpana group’ In respect of – Sl. No. Name Permanent Account Number 1 Nilesh Kapadia AABPK0356Q 2 Kalpana Kapadia AKVPK6646D 3 Rajiv Sanghvi AAVPS8908E 4 Rajiv Sanghvi-HUF AAAHR3188Q 5 Sanjay Sanghvi AAIPS3640Q 6 Sonal Sanghvi AYJPS9541D 7 Dipti Mehta AHKPM9167B

1. Securities and Exchange Board of India (‘SEBI’) had passed an ad-interim ex-parte order on June 17, 2010 in the matter of trading activities of Rajiv Ramniklal Sanghvi and Chandrakant Mehta, wherein inter alia the Trustees of HDFC Mutual Fund were directed to set up an investigation committee to examine all transactions/dealings done by Mr. Nilesh Kapadia, in his position as the dealer of HDFC Asset Management Company Limited, to identify whether he had indulged in similar front-running activities on other occasions". In compliance with the above directions, HDFC Asset Management Company Limited (hereinafter also referred to as “HDFC”) submitted the report on “the investigations into alleged front running activities by Nilesh Kapadia, Dealer-Equities, HDFC AMC”. Based on the report submitted by HDFC, SEBI conducted an investigation into the matter of front-running by certain entities during the period June 2000 to June 2010.

2. Investigations revealed that the trades of a group of six entities, viz. Nilesh Kapadia (Nilesh), Rajiv Sanghvi (Rajiv), Rajiv Sanghvi-HUF (Rajiv-HUF), Sanjay Sanghvi (Sanjay), Dipti Mehta (Dipti) and Sonal Sanghvi (Sonal) [hereinafter collectively referred to as 'Sanghvi Group' and individually by their respective defined names] and another group of two entities viz., Nilesh Kapadia (Nilesh), and Kalpana Kapadia (Kalpana) [hereinafter collectively referred to as 'Kalpana Group' and individually by their respective defined names] were in the nature of front-running the trades of the HDFC Mutual

Fund, HDFC Asset Management Company Limited and trades of HDFC AMC's portfolio management client (collectively referred as 'HDFC trades').

3. As submitted by HDFC, it manages the assets of HDFC Mutual Fund and also provides portfolio management services to its clients. The fund managers and portfolio managers of HDFC AMC executed the trades through its dealer Nilesh Kapadia, who had the discretion to execute the orders at any time during the day, depending on the traded volumes/prices etc. Nilesh had been its equities dealer since June 2000 till 2010.

4. FRONT RUNNING BY SANGHVI GROUP 4.1 From the call records and transcripts obtained from HDFC pertaining to the suspected front running transactions, it was observed that the instructions to trade in the scrips were given from the dealer room phone to the mobile number (i.e. 9322228959)of Rajiv Sanghvi. HDFC’s Executive director & Chief Investment Officer and three Senior fund managers had identified the person's voice in the dealer room conversations with the mobile number ‘9322228959’ as Nilesh Kapadia, former Equities Dealer. Nilesh had been the equities dealer for HDFC AMC since June 2000 to till 2010. 4.2 It was observed from trade logs of BSE and NSE that the trades were executed in the trading account of five connected entities viz. Rajiv, Rajiv-HUF, Sanjay, Sonal and Dipti. 4.3 It was observed from the mobile call records of Nilesh that Rajiv (9322228959) and Nilesh Kapadia (9820221553) were talking to each other for 333 times during the period August 06, 2007 to March 07, 2009. Rajiv is the Karta of Rajiv-HUF, husband of Sonal and brother of Sanjay. It was observed from the audio conversations between Rajiv and Nilesh that Rajiv had reported the details of trades executed in the trading account of Dipti such as the buy traded quantity, buy average rate, sell traded quantity and sell average rate in five instances. It could not have been possible to report Dipti’s trading details by Rajiv to Nilesh on repeated instances unless they have prior understanding and coordination amongst themselves. Further, it cannot be a coincidence that reporting of only Dipti’s trades details to Nilesh by Rajiv when so many entities had traded in the respective scrip on respective dates. It is therefore presumed that Dipti is connected to the Sanghvi group.

4.4 From the above details, it is evident that Nilesh, Rajiv, Rajiv-HUF, Sonal, Sanjay and Dipti are connected. These entities are referred as ‘Sanghvi Group’.

5. MODUS OPERANDI: 5.1 Two trading patterns of front running viz., Sell-Sell-Buy and Buy-Buy-Sell were observed. 5.2 Sell-Sell-Buy (SSB): As a dealer of HDFC, Nilesh had the information of HDFC’s sell order details viz., scrip, quantity and price range and had the discretion of time of placing orders. Based on this, Nilesh had given instructions from the dealer room telephone to Rajiv (in mobile phone no.9322228959) to sell the shares of the same scrip which HDFC was going to sell. The shares were sold in any of the trading accounts of Sanghvi Group immediately i.e., before HDFC started selling shares of a particular scrip. Subsequently, Nilesh started selling the shares for HDFC in the same scrip through various stock brokers. The Sanghvi group entities bought the shares in their trading accounts in order to square-off the trades (sell). Most of the buy orders of Sanghvi group entities matched with HDFC’s sell orders. 5.3 The details of trades executed in the trading accounts of Rajiv, Rajiv-HUF, Sanjay, Sonal or Dipti, viz., traded quantity in the respective scrip and average traded price were informed by Rajiv to Nilesh in coded words (e.g. if the buy quantity was 1,65,000 shares @ ₹233.47 at BSE, the communication was "165 on BSE, 233.47"). 5.4 Buy-Buy-Sell (BBS): As a dealer of HDFC, Nilesh had the information of HDFC’s buy order details viz., scrip, quantity and price range and had the discretion of time of placing such orders. Based on this, Nilesh had given instructions from the dealer room telephone to Rajiv’s mobile phone 9322228959 to buy the shares of the same scrip which HDFC was about to buy. The shares were bought in the trading accounts of Sanghvi Group immediately i.e., before HDFC started buying shares of a particular scrip. Subsequently, Nilesh started buying the shares for HDFC in the same scrip through various stock brokers. The Sanghvi group entities sold the shares from their trading accounts in order to square-off the trades (buy). Most of the sell orders of the Sanghvi group entities had matched with the buy orders of HDFC.

5.5 The details of the trades executed in the trading accounts of Rajiv, Rajiv-HUF, Sanjay, Sonal or Dipti viz., traded quantity in the respective scrip and average traded price were informed by Rajiv to Nilesh. 5.6 Sample analysis of front running of Sanghvi Group is given below: Front running of HDFC trades in the scrip of Punj Lloyd by Dipti (BSE) and Sanjay (NSE) on June 05, 2007: a) Nilesh had given instruction to trade in the shares of Punj Lloyd Limited on June 05, 2007. b) It was observed that Nilesh had, from the dealing room phone informed Rajiv (in his mobile phone 9322228959) on Jun 05, 2007 to buy 2 lakh shares of Punj Lloyd (Punj). The relevant extract of the audio conversation between Nilesh and Rajiv is given below: Start Time 14:35:33 – End Time 14:36:04 (Audio file no.:458732) Rajiv: Hello. Nilesh: What is Punj Lloyd? Rajiv: 232, 25.30 Nilesh: You buy 200,000 BSE mein. Rajiv: Okay. c) It was observed from the trade log of Punj Lloyd on BSE on June 05, 2007 that the shares were bought in the trading account of Dipti from 14:36:11 onwards. d) Further, shares were bought in the trading account of Sanjay from 14:36:18 onwards. e) It was observed that the purchase of Punj Lloyd shares in the both the trading accounts of Dipti and Sanjay at BSE and NSE respectively, commenced almost simultaneously and immediately after the instruction received from Nilesh. f) After shares were bought at both the stock exchanges, Rajiv had reported the status of such transactions executed in the trading accounts of Dipti and Sanjay to Nilesh. The following are the relevant audio conversations. Start Time 14:41:26 – End Time 14:42:01(Audio file no.:458742) Rajiv: Hello. Haan ho gaya 130 BSE, 233.33, 175 on NSE, 233.77. Nilesh: Aur hai na jagah? (Is there any scope). Rajiv: Haan hai. (Yes)

Nilesh: Aur kar lo 1 lakh. (Do about 1 lakh) Rajiv: Okay. g) It was observed from the BSE trade log that 1,30,000 shares @ ₹233.32 were bought in the trading account of Dipti, the same was updated by Rajiv to Nilesh in coded words i.e., 130 BSE, 233.33. Similarly, it was observed from NSE trade log that 1,75,000 shares @ ₹233.77 were bought in the trading account of Sanjay and the same was updated by Rajiv to Nilesh in coded words i.e., 175 on NSE, 233.77. h) Pursuant to the instructions of Nilesh, additional shares were bought in the trading accounts of Sanjay and Dipti. The confirmation of the total quantity bought was reported by Rajiv to Nilesh. The relevant conversations are given below: Start Time 14:42:22 – End Time 14:43:30(Audio file no.:458743) Rajiv: Hello. Nilesh: Ho gaya? (Has it done). Rajiv: Haan 165 on BSE, 233.47 and 241 NSE, 233.95. i) It was observed from BSE trade log that 1,65,000 shares @ ₹233.47 were bought in the trading account of Dipti at 14:42:40. The trade details of bought quantity and the average buy rate has been confirmed by Rajiv to Nilesh. These shares were bought between 14:36:11 and 14:42:40. j) From trade log pertaining to trades at NSE, it was noted that 2,40,869 shares @ ₹234.00 were bought in the trading account of Sanjay at 14:43:03. The trade details of buy quantity and the average buy rate were confirmed by Rajiv to Nilesh. These shares were bought between 14:36:18 and 14:46:20. k) The above status was communicated by Rajiv to Nilesh in coded words i.e., the bought quantity of 1,65,000 shares @ ₹233.47 at BSE was communicated as 165 on BSE, 233.47 and the bought quantity of 2,40,869 shares @Rs.234 at NSE was communicated in coded words as 241 NSE 233.95. l) Nilesh had instructed Rajiv to place sell order at ₹236.50 in coded words. Immediately, the sell order for the rate of ₹236.50 was placed in the Dipti’s trading account at 14:43:49 and Sanjay’s trading account at 14:43:51. The relevant audio conversations are given below:

Start Time 14:42:22 – End Time 14:43:30(Audio file no.:458743 Contd…) Nilesh: Kya aa raha hai abhi? (What is the rate at this time) Rajiv: Haan 235.70, 236. Nilesh: 36.50 me daal do. (Put it on 36.50) m) Nilesh had given instruction to the stock broker to buy the shares at ₹236.50 for HDFC. It is pertinent to mention that already Nilesh had instructed Rajiv to sell the shares at ₹236.50 i.e., Nilesh had structured the trades between HDFC and the front runners. Start Time 14:44:11– End Time 14:47:11(Audio file no.:458745) Nilesh: Ek kaam kar NSE pe lakh share lene daalo, BSE pe 1.50 lene daalo, 36.50 kar ke phataphat daalo. (Buy 1 lakh share on NSE and 1.50 lakh on BSE around 36.50 immediately) Broker: Haan sir daalta hun. (okay will do it).haan aa gaya sir. (it has come) n) Accordingly, HDFC had bought 2,75,000 shares between 14:45:04 to 15:23:26 through the stock broker HSBC Securities & Capital Markets India Pvt.Ltd. Out of shares, ,47,996 shares matched with Dipti's sell order who had entered sell order for 1,65,000 shares @ ₹236.50 at 14:43:49. o) Similarly, out of the sell order for 2,75,000 shares placed in the Sanjay’s trading account at 14:43:51, 53,682 shares were matched with HDFC trades. After the completion of the purchase and sell of shares, Rajiv has given the consolidate update on the trading position to Nilesh. The relevant conversations are given below: Start Time 14:44:11– End Time 14:47:11 (Audio file no.: 458745) Rajiv: NSE pe gaya, BSE bhi ho gaya, dono. (Yes it is done on both NSE and BSE) Nilesh: Kya average bolo. (Tell me the average) Rajiv: 165, 233.47 and 236.50 and 2,40,000 at 233.96 and 236.50 clear. p) As per the trade log, 1,65,000 shares were bought at ₹233.47 and sold at ₹236.50 in the trading account of Dipti and the same was communicated by Rajiv to Nilesh in coded words i.e. 165, 233.47 and 236.50. Similarly 2,40,869 shares were bought at ₹234 and sold at ₹236.50 in the trading account of Sanjay and the same was communicated in coded words i.e. 2,40,000 at 233.96 and 236.50.

q) It was observed from the above that Sanghvi Group had front run HDFC trades and made a profit of ₹11 lakh profit. The summary of the trade details is given below: Exc. FR Name Date scrip Type type Buy TQ Sell TQ Buy AR Sell AR Profit* BSE DIPTI 5-Jun-07 PUNJLLOYD BBS 1,65,000 1,65,000 233.47 236.50 5,00,008 NSE SANJAY 5-Jun-07 PUNJLLOYD BBS 2,40,869 2,40,869 234.00 236.50 6,02,853 Total 11,02,861 * Profit is calculated on actual rate. 5.7 The examination of front running instances identified by HDFC in its report revealed that Sanghvi group had indulged in 42 instances of front running (24 BBS Pattern and 18 SSB Pattern). 5.8 The details of the 24 instances (BBS) of front running activities by Sanghvi Group and the profit made (calculated on actual rate on squared-off quantity) is given below: SANGHVI GROUP - BBS PATTERN Scrip Client FR Buy HDFC Buy Sell Qty Matched Matching S.N. Exchange Type Date Profit in ₹ Name Name Qty Qty (Squared-off) quantity % 1. BSE BBS 5-Jun-07 PUNJLLDIPTI 165,000 275,000 165,000 147,996 89.69 500,007.85 2. BSE BBS 13-Jun-07 ONEYSDT L DIPTI 4,153 230,000 4,153 1,652 39.78 18,513.00 3. NSE BBS 23-May-06 EA SLHTODK RAJIV 650,000 2,750,000 650,000 596167 91.72 916,325.25 4. BSE BBS 28-Aug-06 LISEMYT RAJIV 5,500 300,000 8,089 2,500 30.91 8,775.15 5. BSE BBS 18-Jan-07 LBTIODC O RAJIV 9,000 305,013 9,000 7,000 77.78 91,498.89 6. BSE BBS 22-Feb-07 NZE LET D RAJIV 4,010 280,000 4,010 4,010 100.00 7,350.40 7. NSE BBS 2-Aug-07 ESUNZTLEOR RAJIV 13,813 66,000 13,813 7,019 50.81 344,940.60 8. NSE BBS 7-Aug-07 NSU ZLO RAJIV 25,798 187,000 25,798 22,124 85.76 697,216.49 9. NSE BBS 8-Aug-07 NM PHASIRAJIV 62,101 275,000 62,101 61,379 98.84 191,023.60 10.N SE BBS 8-Aug-07 SM ARIC RAJIV 102,020 195,000 102,020 101,019 99.02 122,174.84 11.N SE BBS 5-Jun-07 OPU NJLLSANJAY 240,869 350,000 240,869 53,682 22.29 602,852.79 12.B SE BBS 2-Aug-07 OSUYZDL O SANJAY 7,000 24,000 7,000 2,000 28.57 155,864.70 13.B SE BBS 7-Aug-07 NSU ZLO SANJAY 13,800 80,000 13,800 13,007 94.25 342,328.55 14.B SE BBS 8-Aug-07 NM PHASISANJAY 64,112 125,000 64,112 64,112 100.00 181,453.85 15.B SE BBS 8-Aug-07 SM ARIC SANJAY 53,500 105,000 53,500 45,000 84.11 68,124.80 16.B SE BBS 9-Aug-07 OSU ZLO SANJAY 28,005 40,000 28,005 28,005 100.00 439,934 17.B SE BBS 10-Aug-07 NSUEZNLEORSANJAY 30,112 57,000 29,937 28,940 96.67 376,066.25 18.B SE BBS 5-Sep-07 GNSU YZ LO SANJAY 20,029 40,000 20,029 20,029 100.00 185,264.35 19.B SE BBS 6-Sep-07 NG UJAR SANJAY 142,500 400,000 140,000 116,601 83.29 217,409.24 20.B SE BBS 13-Jul-05 IINSM PTW R SONAL 175,504 622,701 175,504 174,504 99.43 653,374.60 21.B SE BBS 18-Apr-06 LTTADTA SONAL 27,700 60,500 27,700 27,400 98.92 307,591.50 EFILNXASNI 22.N SE BBS 2-Jun-06 SONAL 3,850 13,077 3,850 3,850 100.00 373,486.10 TECH 23.B SE BBS 22-Jun-06 AIAEN SONAL 9,000 25,500 9,000 4,730 52.56 271,651.09 24.N SE BBS 22-Jun-06 GAI AEN SONAL 10,200 24,500 10,200 10,107 99.09 239,254.09 SAGN GHVI'S GROUP – BBS PATTERN - PROFIT 73,12,481.58

5.9 The details of the 18 instances (SSB) of front running activities by Sanghvi Group and the profit made (calculated on actual rate on squared-off quantity) is given below: SANGHVI GROUP- SSB PATTERN FR Sell HDFC Sell Buy Qty (Squared- Matched Matching S.N. Exchange Type Date Scrip Name Client Name Profit in ₹ Qty Qty off) quantity % N1S. E SSB 13-Feb-07 TULIP SONAL 12,000 142,000 12,000 12,000 100.00 158,123.40 B2S.E SSB 21-Aug-07 SUNTV SANJAY 40,000 164,198 40,000 39,069 97.67 391,572.19 B3S.E SSB 20-Aug-07 MAHARASH SEA SANJAY 26,969 47,500 26,969 26,370 97.78 127,150.34 B4S.E SSB 2-Aug-07 WIPRO SANJAY 35,200 145,925 35,200 34,409 97.75 181,599.15 B5S.E SSB 1-Aug-07 SUNTV SANJAY 15,000 16,100 15,000 14,120 94.13 63,647.15 N6S. E SSB 5-Jun-07 DISHTV SANJAY 55,759 540,000 55,759 47,805 85.74 76,179.54 N7S. E SSB 5-Jun-07 EICHERMOT SANJAY 3,653 12,750 3,653 2,504 68.55 15,863.39 N8S. E SSB 1-Jun-07 DISHTV SANJAY 71,000 504,334 71,000 71,000 100.00 232,575.15 N9S. E SSB 14-May-07 CIPLA SANJAY 240,686 690,000 240,686 240,686 100.00 327,966.35 N1S0E. SSB 13-Feb-07 ASHOKLEY RAJIV- HUF 350,000 1,200,000 350,000 347,167 99.19 444,850.65 B1S1E. SSB 13-Feb-07 ASHOKLEY RAJIV- HUF 231,000 755,415 231,000 66,751 28.90 291,609.25 B1S2E. SSB 13-Feb-07 TULIP RAJIV- HUF 50,299 119,022 50,299 50,299 100.00 119,861.75 N1S3E. SSB 13-Feb-07 TULIP RAJIV- HUF 57,077 142,000 57,077 55,624 97.45 116,368.90 N1S4E. SSB 2-Aug-07 WIPRO RAJIV 30,500 150,000 30,500 30,400 99.67 150,276.89 N1S5E. SSB 1-Aug-07 SUNTV RAJIV 39,213 47,650 39,213 39,213 100.00 179,715.70 B1S6E. SSB 5-Jun-07 EICHERMOT DIPTI 3,702 9,300 3,702 2,852 77.04 17,737.89 B1S7E. SSB 1-Jun-07 DISHTV DIPTI 49,186 317,722 49,186 49,186 100.00 161,249.50 B1S8E. SSB 18-Apr-07 PRAJ INDUSTR DIPTI 20,000 70,645 20,000 20,000 100.00 133,588.15 SANGHVI'S GROUP – SSB PATTERN - PROFIT 31,89,935.34

5.10 The entity-wise profit made by Sanghvi Group entities given below: BBS Pattern SSB Pattern Total Client Name No. of Instances Profit in ₹ No. of Instances Profit in ₹ No. of Instances Profit in ₹ DIPTI 2 5,18,521 3 3,12,576 5 8,31,096 RAJIV 8 23,79,305 2 3,29,993 10 27,09,298 RAJIV- HUF - - 4 9,72,691 4 9,72,691 SANJAY 9 25,69,298 8 14,16,553 17 39,85,851 SONAL 5 18,45,357 1 1,58,123 6 20,03,481 Grand Total 24 73,12,482 18 31,89,935 42 1,05,02,417

5.11 It was observed that Sanjay had front run in 17 instances and made a profit of ₹39,85,851, Sonal had front run in 6 instances (profit of ₹20,03,481), Rajiv had front run in 10 instances (profit of ₹27,09,298), Rajiv-HUF had front run in 4 instances (profit of ₹9,72,691) and Dipti had front run in 5 instances (profit of ₹8,31,096). In total, 42 instances of front running the trades of HDFC were done and a total profit of ₹1,05,02,416.92/- was made. Therefore, the Sanghvi Group had made a profit of ₹1.05 crore in 42 front running instances. 5.12 It was observed from the audio conversation records that out of the 42 instances, in 29 instances Nilesh had instructed Rajiv Sanghvi to buy/sell before HDFC trades. The examination of trade and order logs revealed that the trades confirmed by Rajiv to Nilesh were all executed in the trading accounts Sonal / Rajiv / Rajiv-HUF / Sanjay / Dipti. Further, no other clients’ trades were matching with the trade confirmation given by Rajiv to Nilesh on respective days and scrips. The trade confirmation details given by Rajiv such as quantity and average rate matched with trades of Sonal / Rajiv / Rajiv-HUF / Sanjay / Dipti.

5.13 The available call data in 29 instances revealed that the manner in which these trades were executed. In the case of 13 instances, where audio conversation records are not available, the trading pattern clearly establishes that similar modus-operandi was followed by Sonal, Rajiv, Rajiv-HUF and Sanjay (family members) and Nilesh to front run HDFC trades. 5.14 Matching trades with HDFC trades in 42 instances cannot be co-incidence. The matching of trades in the trading accounts of Sonal / Rajiv / Rajiv-HUF / Sanjay / Dipti, the time of trade execution and the conversation time and traded quantity communicated by Rajiv to Nilesh are all clearly establish that Nilesh, Sonal, Rajiv, Rajiv-HUF, Sanjay and Dipti had acted together as a group. 5.15 In view of the above facts and circumstances, the aforesaid 42 instances of front running by Sonal, Rajiv, Rajiv-HUF, Sanjay and Dipti cannot be said to be in normal course or a coincidence. These trades were executed only with an intention to square-off by matching with HDFC forthcoming trades for deriving profit. As stated earlier, most of the square-off trades were matched with HDFC trades.

These trades could not have been executed if Nilesh did not pass on information/instruction as to the scrips, quantity and price to be traded to Rajiv. In the absence of trades of Sonal, Rajiv, Rajiv-HUF, Sanjay and Dipti, HDFC and the other investors could have obtained the better price. These trades had therefore disturbed the market equilibrium and the normal price discovery mechanism of stock exchanges. 5.16 As Nilesh had instructed to execute these trades to front run HDFC trades, HDFC had lost the price advantage in these trades and the profit made in the trading accounts of Sonal, Rajiv, Rajiv-HUF, Sanjay and Dipti in these trades is the loss of price advantage to the HDFC. These trades were executed in fraudulent manner by Nilesh, Sonal, Rajiv, Rajiv-HUF, Sanjay and Dipti who had acted in concert, to defraud HDFC. These trades had created false or misleading appearance of the trading in the securities market. 6. FRONT RUNNING BY The KALPANA GROUP HDFC, in its report had identified the suspected front running transactions by Kalpana Kapadia, wife of Nilesh Kapadia. As mentioned above, Nilesh and Kalpana are referred to as ‘Kalpana Group’.

6.1 The audio conversation records were not available for these front running instances. However, a relationship of husband and wife is a fiduciary relationship and information between the two can be exchanged in many ways. 6.2 The examination of the trade log of the front running transactions identified by HDFC revealed that in 93 instances Kalpana had front run the trades of HDFC trades and matched with HDFC trades while squaring-off her trades. It could not have been possible to match HDFC’s trades by Kalpana on 93 instances unless Nilesh and Kalpana have prior understanding among themselves. Therefore, there was communication of information existed between Nilesh and Kalpana. 6.3 Two trading patterns of front running viz., Sell-Sell-Buy and Buy-Buy-Sell were observed in the front running HDFC trades by Kalpana Group. 6.4 Sell-Sell-Buy (SSB): As a dealer of HDFC, Nilesh had the information of HDFC’s sell order details viz., scrip, quantity, price range and discretion of time. Therefore, before HDFC placed its sell order, Kalpana had executed her sell transactions for the same scrip.

When HDFC placed its sell order, Kalpana had executed her buy transactions around the same time so that her buy orders could match with HDFC’s sell orders and squaring-off her sell transactions with a profit. As an illustration, the SSB pattern in the shares of BEML on June 10, 2003 is given below: a) Kalpana had sold 43,156 shares of BEML at NSE on June 10, 2003 between 10:07:51 and 10:29:27. HDFC had sold 65,000 shares of BEML on the same day at NSE between 10:33:22 and 10:40:56. It was observed that before HDFC had started selling the shares of BEML, Kalpana had sold the shares of BEML.

b) After HDFC started selling the shares, Kalpana had immediately started buying the shares at 10:37:16. Kalpana had bought 43,156 shares between 10:37:16 and 10:52:02. Out of 43,156 shares bought by Kalpana, 37,803 shares were matched with the sell trades of HDFC i.e.,87.60% of the buy trades of Kalpana matched with HDFC sell trades. c) Kalpana group had made a profit of ₹85,239/- by indulging front run of HDFC trades. The summary of the trade details is given below: HDFC Sell HDFC Buy Sell HDFC Buy Sell Buy Matched Matche Sell End Sell Buy Start Profit* Start Sell End End Qty Sell Qty Qty AR AR volume d % Time Start Time Time Time Time Time 43,156 65,000 43,156 85.98 84.00 85,238.80 37,803 87.60 10:07:51 10:29:27 10:33:22 10:40:56 10:37:16 10:52:02 * Profit is calculated on actual price. It was observed that by indulging in similar modus-operandi, the Kalpana group had front run the HDFC trades in 34 more instances (in SSB pattern). 6.5 Buy-Buy-Sell (BBS): As a dealer of HDFC, Nilesh had the information of HDFC’s buy order details viz., scrip, quantity, price range and discretion of time. Therefore, before HDFC placed its buy order, Kalpana had executed her buy transactions for the same scrip. When HDFC placed its buy order, Kalpana had executed her sell transactions around the same time so that her sell orders could match with HDFC’s buy orders and squaring-off her buy transactions with profit. Illustration of this pattern in trades executed in the scrip of Syndicate Bank on May 02, 2002: (a) Kalpana had bought 2,15,066 shares @ ₹13.29 of Syndicate bank on 02.05.2002 between 12:26:16 and 14:07:05. HDFC had started buying 3,67,005 shares of Syndicate Bank on the same day between 14:06:20 and 15:28:36. It was observed that before HDFC had started buying the shares of the Syndicate bank, Kalpana had started buying the shares of Syndicate Bank. (b) After HDFC started buying the shares, Kalpana had sold 2,15,066 shares between 14:07:23 and 14:19:56. The entire shares sold by Kalpana was matched with HDFC buy trades. (c) Kalpana group had made a profit of ₹1,20,074/- by front running HDFC trades. The summary of the trade details is given below: HDFC HDFC HDFC Buy Sell Matched Matched Buy Start Buy End Sell Start Sell End Buy Qty Sell Qty Profit* Buy Start Buy End Buy Qty AR AR volume % Time Time Time Time Time Time

2,15,066 3,67,005 2,15,066 13.29 13.85 1,20,074 2,15,066 100 12:26:16 14:07:05 14:06:20 15:28:36 14:07:23 14:19:56 * Profit is calculated on actual rate It was observed that by indulging in similar modus-operandi, the Kalpana group had front run the HDFC trades in 57 more instances (in SSB pattern). 7. The examination of front running instances identified by HDFC in its report revealed that Kalpana had indulged in 93 instances of front running {58 BBS Pattern and 35 SSB Pattern}. It is pertinent to mention that most of Kalpana’s trades were matched with HDFC’s trades including 100% matching in 33 instances. The details of the 58 instances (BBS) of front running activities by Kalpana Group and the profit made (calculated on actual rate on squared-off quantity) is given below: KALPANA GROUP - BBS PATTERN Sell Qty FR Buy HDFC Transaction (Squared- Matched Qty Buy Qty S.N. Exchange Type Date Scrip Name off) Qty Matched % Profit IN ₹ 1. NSE BBS 01-Nov-01 MTNL 9,000 22,770 9,000 727 8.08 18,002.50 2. NSE BBS 02-Nov-01 HINDPETRO 8,500 25,000 8,500 8,499 99.99 6,554.75 3. NSE BBS 08-Nov-01 MTNL 6,456 14,119 6,456 1,619 25.08 9,978.25 4. NSE BBS 28-Nov-01 HINDPETRO 3,951 18,433 3,951 3,951 100.00 5,514.20 5. NSE BBS 28-Nov-01 BHEL 5,000 23,392 5,000 4,950 99.00 4,672.65 6. NSE BBS 29-Nov-01 HINDPETRO 15,000 43,144 15,000 13,418 89.45 22,071.10 7. NSE BBS 29-Nov-01 GODREJCP 10,000 25,458 10,000 10,000 100.00 12,529.75 8. NSE BBS 14-Dec-01 ASHOKLEY 5,000 11,914 5,000 4,875 97.50 6,250.00 9. NSE BBS 19-Dec-01 ASHOKLEY 12,000 35,788 12,000 12,000 100.00 13,990.50 10. NSE BBS 20-Mar-02 UCALFUEL 3,631 4,481 3,631 3,631 100.00 7,168.25 11. NSE BBS 20-Mar-02 HEROHONDA 2,000 4,000 2,000 2,000 100.00 4,659.70 12. NSE BBS 27-Mar-02 UCALFUEL 2,185 2,858 2,185 2,185 100.00 937.00 13. NSE BBS 29-Apr-02 SYNDIBANK 1,10,165 2,16,166 1,10,165 1,10,165 100.00 59,222.60 14. NSE BBS 30-Apr-02 SYNDIBANK 68,000 2,12,211 68,000 68,000 100.00 34,570.75 15. NSE BBS 02-May-02 SYNDIBANK 2,15,066 3,67,005 2,15,066 2,15,066 100.00 1,20,074.95 16. NSE BBS 22-May-02 HIMATSEIDE 7,725 12,000 7,725 7,725 100.00 36,835.25 17. NSE BBS 22-May-02 DRREDDY 3,000 6,000 3,000 1,484 49.47 17,195.90 18. NSE BBS 13-Jun-02 CENTENKA 17,063 37,050 17,063 16,063 94.14 29,659.10 19. NSE BBS 24-Jul-02 SHASUNCHEM 8,018 11,136 8,018 7,950 99.15 16,519.05 20. NSE BBS 25-Jul-02 SHASUNCHEM 40,863 59,349 40,863 40,763 99.76 84,294.45 21. NSE BBS 26-Jul-02 SHASUNCHEM 5,501 9,854 5,501 5,501 100.00 5,169.40 22. NSE BBS 30-Jul-02 JBCHEPHARM 7,780 13,457 7,780 7,780 100.00 18,667.00 23. NSE BBS 30-Jul-02 SHASUNCHEM 5,000 12,241 5,000 4,900 98.00 5,361.40 24. NSE BBS 30-Aug-02 HDFC 4,000 9,500 4,000 3,337 83.43 11,933.85 25. NSE BBS 22-Oct-02 COSMOFILMS 30,000 55,000 30,000 23,406 78.02 62,369.80 26. NSE BBS 28-Jan-03 PAPERPROD 1,978 2,670 1,978 1,978 100.00 5,583.00 27. NSE BBS 30-Jan-03 PAPERPROD 5,000 14,441 5,000 5,000 100.00 7,702.55 28. NSE BBS 21-Mar-03 ASHOKLEY 1,772 1,24,550 1,772 1,772 100.00 1,874.00 29. NSE BBS 23-May-03 IPCL 27,175 99,136 22,175 22,174 100.00 20,076.23 30. NSE BBS 28-May-03 GAIL 90,000 3,03,500 90,000 54,838 60.93 1,69,207.50 31. NSE BBS 28-May-03 BEML 24,700 74,976 19,700 19,230 97.61 11,834.36 32. NSE BBS 06-Jun-03 J&KBANK 28,774 34,181 28,646 28,246 98.60 84,845.53 33. NSE BBS 09-Jun-03 J&KBANK 11,157 37,000 11,185 10,777 96.35 24,726.78 34. NSE BBS 26-Jun-03 MAHSEAMLES 18,600 78,545 18,000 17,800 98.89 35,891.66 35. NSE BBS 11-Jul-03 IOC 6,044 39,000 6,044 1,463 24.21 49,540.85 36. NSE BBS 16-Jul-03 NATIONALUM 99,661 4,05,000 99,661 11,729 11.77 3,18,783.75

Sell Qty FR Buy HDFC Transaction (Squared- Matched Qty Buy Qty S.N. Exchange Type Date Scrip Name off) Qty Matched % Profit IN ₹ 37. NSE BBS 17-Jul-03 BEL 10,192 20,308 10,192 4,050 39.74 20,750.85 38. NSE BBS 24-Jul-03 BHEL 49,120 1,62,000 49,120 31,086 63.29 1,21,747.00 39. NSE BBS 28-Jul-03 CENTURYTEX 55,000 11,23,665 50,000 33,740 67.48 2,94,288.94 40. NSE BBS 30-Jul-03 CORPBANK 10,000 3,05,000 10,000 6,812 68.12 14,206.75 41. NSE BBS 01-Aug-03 BEL 10,075 40,162 10,075 8,279 82.17 57,029.05 42. NSE BBS 04-Aug-03 IPCL 12,500 1,50,000 12,500 3,874 30.99 34,406.00 43. NSE BBS 13-Aug-03 CORPBANK 14,706 1,37,000 11,000 9,636 87.60 48,394.04 44. NSE BBS 19-Aug-03 GAIL 5,000 2,55,000 5,000 650 13.00 9,000.00 45. NSE BBS 25-Aug-03 CORPBANK 9,562 3,10,000 9,562 3,510 36.71 18,713.90 46. NSE BBS 03-Sep-03 GNFC 795 10,33,000 795 795 100.00 6,876.75 47. NSE BBS 10-Sep-03 GNFC 13,663 1,45,000 13,663 12,036 88.09 34,569.60 48. NSE BBS 01-Oct-03 INDORAMA 10,000 2,75,000 10,000 5,000 50.00 43,510.65 49. NSE BBS 06-Oct-03 INDORAMA 6,480 2,55,000 6,480 6,362 98.18 29,160.00 50. NSE BBS 15-Oct-03 BANKBARODA 8,936 10,10,000 8,936 902 10.09 55,247.60 51. NSE BBS 15-Oct-03 VIJAYABANK 70,000 10,00,000 48,228 25,000 51.84 2,943.12 52. NSE BBS 24-Oct-03 INDORAMA 25,044 1,58,192 25,044 10,604 42.34 1,05,848.25 53. NSE BBS 28-Nov-03 DIVISLAB 2,500 20,500 2,500 344 13.76 1,37,128.85 54. NSE BBS 20-Feb-04 ASHOKLEY 45,557 2,60,000 45,557 42,620 93.55 2,15,255.85 55. NSE BBS 17-Mar-04 FEDERALBNK 50,268 3,50,000 50,268 17,767 35.34 5,33,243.30 56. NSE BBS 18-Mar-04 FEDERALBNK 22,510 1,82,589 22,510 16,475 73.19 2,00,362.20 57. NSE BBS 19-Mar-04 TVTODAY 17,115 1,90,000 17,115 5,000 29.21 2,40,995.95 58. NSE BBS 22-Mar-04 IOB 1,16,467 5,59,333 1,16,467 54,427 46.73 2,52,580.65 KALPANA'S GROUP - BBS PATTERN - PROFIT 38,20,527.66 The details of the 35 instances (SSB) of front running activities by Kalpana Group and the profit made (calculated on actual rate on squared-off quantity) is given below: KALPANA GROUP'S - SSB PATTERN Buy Qty FR Sell HDFC Sell Transaction (Squared- Qty Qty S.N.

Exchange Type Date Scrip Name off) Matched Qty Matched % Profit IN ₹ 1 NSE SSB 09-Nov-01 CIPLA 2,000 7,000 2,000 1,467 73.35 4,647.65 2 NSE SSB 18-Jan-02 SHREECEM 3,265 39,100 3,265 2,765 84.69 5,470.00 3 NSE SSB 21-Jan-02 SHREECEM 17,500 97,053 17,500 17,244 98.54 21,412.15 4 NSE SSB 25-Feb-02 UNICHEMLAB 4,964 6,600 4,964 3,645 73.43 12,996.75 5 NSE SSB 26-Feb-02 GUJRATGAS 9,618 18,565 9,618 9,518 98.96 77,791.60 6 NSE SSB 26-Feb-02 UNICHEMLAB 2,500 9,000 2,500 2,500 100.00 9,796.50 7 NSE SSB 04-Mar-02 NAVNETPUBL 1,896 8,347 1,896 1,896 100.00 11,305.00 8 NSE SSB 08-Mar-02 BEL 35,000 75,000 35,000 17,324 49.50 98,031.00 9 NSE SSB 08-Mar-02 GUJRATGAS 3,000 3,815 3,000 3,000 100.00 23,982.00 10 NSE SSB 14-Mar-02 ASHOKLEY 50,000 90,000 50,000 49,950 99.90 19,987.50 11 NSE SSB 19-Mar-02 NAVNETPUBL 1,105 2,115 1,105 1,105 100.00 4,420.50 12 NSE SSB 17-Apr-02 TATAPOWER 32,170 1,11,487 32,170 31,915 99.21 38,768.45 13 NSE SSB 30-Apr-02 SWARAJENG 1,464 1,616 1,464 1,464 100.00 7,321.80 14 NSE SSB 06-May-02 BEL 5,000 26,000 5,000 4,644 92.88 3,332.75 15 NSE SSB 22-May-02 L&T 6,077 13,006 5,984 4,069 68.00 4,488.00 16 NSE SSB 07-Jun-02 SWARAJENG 784 793 784 784 100.00 3,339.20 17 NSE SSB 11-Jun-02 SWARAJENG 3,282 3,938 3,282 3,282 100.00 15,147.05 18 NSE SSB 12-Jun-02 SWARAJENG 1,184 2,600 1,184 1,184 100.00 8,185.00 19 NSE SSB 13-Jun-02 CIPLA 1,667 5,752 1,667 1,645 98.68 11,914.00 20 NSE SSB 13-Jun-02 SWARAJENG 790 2,549 790 790 100.00 5,622.50 21 NSE SSB 14-Jun-02 SWARAJENG 2,187 3,147 2,187 2,187 100.00 11,132.60 22 NSE SSB 17-Jun-02 SWARAJENG 1,637 4,232 1,637 1,637 100.00 9,122.75

Buy Qty FR Sell HDFC Sell Transaction (Squared- Qty Qty S.N. Exchange Type Date Scrip Name off) Matched Qty Matched % Profit IN ₹ 23 NSE SSB 18-Jun-02 SWARAJENG 5,537 11,186 5,537 5,537 100.00 30,242.50 24 NSE SSB 05-Jul-02 CENTENKA 14,240 15,046 14,240 2,527 17.75 15,315.00 25 NSE SSB 21-Aug-02 BHEL 18,995 50,000 18,995 18,281 96.24 31,194.30 26 NSE SSB 30-Dec-02 COSMOFILMS 10,000 41,202 10,000 10,000 100.00 24,561.50 27 NSE SSB 22-Jan-03 SHASUNCHEM 6,340 77,487 6,340 6,093 96.10 27,722.50 28 NSE SSB 05-May-03 JBCHEPHARM 4,517 17,167 4,517 4,517 100.00 10,100.90 29 NSE SSB 06-May-03 JBCHEPHARM 10,445 31,153 10,445 10,445 100.00 31,420.10 30 NSE SSB 30-May-03 MRO-TEK 17,254 80,756 17,254 17,254 100.00 17,126.30 31 NSE SSB 03-Jun-03 IPCL 32,779 1,54,705 32,779 32,279 98.47 32,942.65 32 NSE SSB 10-Jun-03 BEML 43,156 65,000 43,156 37,803 87.60 85,238.80 33 NSE SSB 12-Jun-03 BEML 38,089 1,68,645 48,089 46,564 96.83 56,608.14 34 NSE SSB 28-Aug-03 IOC 10,930 4,30,000 10,930 8,910 81.52 80,803.80 35 NSE SSB 23-Jan-04 ITC 2,201 1,05,060 2,201 511 23.22 52,273.75 KALPANA'S GROUP - SSB PATTERN - PROFIT 9,03,764.99

8. From the above table, it is noticed that Kalpana group allegedly front ran HDFC in 93 instances through BBS and SSB pattern and thereby made profits to the tune of ₹47,24,293/-. It was observed that Kalpana had traded ahead of HDFC trades and reversed the majority of the trades with HDFC in 93 instances which cannot be a co-incidence. The repeated pattern clearly confirms that Kalpana and Nilesh had together front run the HDFC trades. Further, Kalpana's husband Nilesh was the dealer of HDFC who executed the trades for HDFC. The facts and circumstances of the case and the preponderance of probability suggests that these trades cannot be in the normal course but were executed with the knowledge of impending trades of HDFC and thereby to derive profits by squaring off the trades when HDFC entered the market with its orders. As stated earlier, most of the square-off trades were matched with HDFC trades. These trades could not have executed without communication between Nilesh and Kalpana. In the absence of trades of Kalpana, HDFC and the other investors could have obtained the better price. These trades had disturbed the market equilibrium and normal price discovery mechanism of stock exchanges.

9. As Kalpana Group had front run HDFC trades, HDFC had lost the price advantage in these trades and the profit made in the trading accounts of Kalpana, is the loss of price advantage to the HDFC. These trades were executed in fraudulent manner by Nilesh and Kalpana who had acted in concert, to defraud HDFC. These trades had created false or misleading appearance of the trading in the securities market.

10. In view of the foregoing, I arrive at the following prima facie findings/observations:

a) Mr. Nilesh Kapadia (equity dealer of HDFC AMC) had instructed Mr. Rajiv Sanghvi and Kalpana Kapadia before placing the orders for HDFC AMC. b) On the basis of such information and instructions from Nilesh, Mr. Rajiv Sanghvi indulged in front running the trades of HDFC AMC and traded in the accounts of Mr.Rajiv Sanghvi, Rajiv Sanghvi HUF, Sanjay Sanghvi, Sonal Sanghvi and Dipti Mehta. c) Similar front running activities were observed in the trading account of Mrs. Kalpana Kapadia, wife of Nilesh Kapadia. d) In view of such trading pattern, Rajiv Sanghvi, Rajiv Sanghvi-HUF, Sanjay Sanghvi, Sonal Sanghvi, Dipti Mehta and Kalpana Kapadia made substantial profits. e) These profits would not have resulted if Nilesh Kapadia had not passed the information of the impending large orders of HDFC and instructed them accordingly.

11. The conduct of the above persons are allegedly in contravention of section 12A (a), (b) and (c) of the SEBI Act, 1992 read with regulation 3 and 4(1) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003. Considering that the above said 7 persons (including Rajiv Sanghvi HUF) had acted together for deriving such undue profits, it is appropriate and reasonable to make them liable, jointly and severally, liable for the profits as discussed above in this Order. I note that the persons/entities are aware of the investigations as also the likely findings of the investigation, in the light of the evidences gathered and the statements given during the investigation. 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.

12. Further, as the alleged gains were made during the period November 2001 - September 2011, and these entities were able to use such undue profits derived from such front running, it becomes reasonable and necessary to levy an interest at 12% simple interest per annum from the date on which such profits were earned. The amount of interest is calculated and provided in the table below: Sl. Name Permanent Account Gain in (`) Interest @ 12% Total No. Number p.a. (`)* Amount (`) Sanghvi Group 1 Rajiv Sanghvi AAVPS8908E 27,09,298 28,83,912 55,93,210 2 Rajiv Sanghvi- AAAHR3188Q 9,72,691 10,40,592 20,13,283 HUF 3 Sanjay Sanghvi AAIPS3640Q 39,85,851 40,57,137 80,42,988 4 Sonal Sanghvi AYJPS9541D 20,03,481 23,69,443 43,72,923 5 Dipti Mehta AHKPM9167B 8,31,096 8,60,783 16,91,879 Total Sanghvi Group 1,05,02,417 1,12,11,866 2,17,14,284 Kalpana Group 1 Kalpana Kapadia AKVPK6646D 47,24,293 71,21,345 1,18,45,637 Grand Total 1,52,26,710 1,83,33,211 3,35,59,921 *Interest has been calculated from the date of transaction to January 11, 2016.

13. Accordingly, as an interim measure, an ad-interim ex-parte Order for impounding under section 11(4)(d) of the Securities and Exchange Board of India Act, 1992 needs to be issued against – a) The entities of Sanghvi Group viz. Nilesh Kapadia, Rajiv Sanghvi, Rajiv Sanghvi-HUF, Sanjay Sanghvi, Sonal Sanghvi and Dipti Mehta who acted as a group to front run the trades of HDFC and made profit, b) The entities of Kalpana group viz. Nilesh Kapadia and Kalpana Kapadia, who acted as a group to front run the trades of HDFC and made profit. 14. In view of the foregoing, in order to protect the interest of the investors 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 – a) the unlawful gains of a sum of `2,17,14,284/- (gain of `1,05,02,417/- + interest of `1,12,11,866/-) jointly and severally from the persons tabulated below: Sl. No. Name Permanent Account Number 1 Nilesh Kapadia AABPK0356Q 2 Rajiv Sanghvi AAVPS8908E 3 Rajiv Sanghvi-HUF AAAHR3188Q

4 Sanjay Sanghvi AAIPS3640Q 5 Sonal Sanghvi AYJPS9541D 6 Dipti Mehta AHKPM9167B b) the unlawful gains of a sum of `1,18,45,638/- (gain of `47,24,293/- + interest of ` 71,21,345/-) jointly and severally from the persons tabulated below: Sl. No. Name Permanent Account Number 1 Nilesh Kapadia AABPK0356Q 2 Kalpana Kapadia AKVPK6646D

15. The Banks and Depositories are directed that no debit shall be made, without permission of SEBI, in respect of the bank accounts and demat accounts, held jointly or severally, by all the entities tabulated in Paragraph 14 (a) and (b) 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.

16. The persons/entities tabulated in Paragraph 14 (a) and (b) above are also directed not to dispose off or alienate any of their assets/properties/securities, till such time the amounts mentioned in paragraph 14 (a) and (b) are credited to an escrow account {“Escrow Account in Compliance with SEBI Order dated January 15, 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. After the said monies are deposited in the escrow account, SEBI shall communicate to the Banks and Depositories to defreeze the accounts.

17. These above persons 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.

18. The above direction shall come into force with immediate effect. 19. 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 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: January 15, 2016 Place: Mumbai