Order in the matter of Indiabulls Ventures Limited

UNDER SECTIONS 19 READ WITH SECTIONS 11(1), 11(4) AND SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH REGULATIONS 10 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 – IN THE MATTER OF INDIABULLS VENTURES LIMITED. IN RESPECT OF – ENTITY PAN 1. PIA JOHNSON AGVPJ6093M 2. MEHUL JOHNSON ABBPJ3414H

BACKGROUND – 1. Securities and Exchange Board of India (“SEBI”) had conducted an investigation into suspected insider trading activities of certain entities in the scrip of Indiabulls Ventures Limited (“IVL / the company”) for the period January 01, 2017 to November 03, 2017 (“Investigation Period”) to ascertain whether or not the suspected entities had traded in the aforesaid scrip on the basis of unpublished price sensitive information (“UPSI”), in contravention of the provisions of SEBI Act, 1992 (“SEBI Act”) read with SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations, 2015”). 2. IVL was incorporated under the Companies Act, 1956 on June 09, 1995. The Registered Office of the company is at M-62 & 63, First Floor, Connaught Place, New Delhi 110001, India. The equity shares of IVL are listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) and its Global Depository Receipts (GDRs) are listed on the Luxembourg Stock Exchange. 3. The Promoters of IVL during the Investigation Period were as under – TABLE I [SOURCE: BSE WEBSITE] Name Sameer Gehlaut Zelkova Builders Private Limited Orthia Constructions Private Limited Orthia Properties Private Limited Inuus Developers Private Limited Inuus Properties Private Limited

Order in the matter of Indiabulls Ventures Limited

4. The Board of Directors of IVL during the Investigation Period was as under – TABLE II [SOURCE: IVL’s reply dated August 10, 2018] Name Designation Divyesh B. Shah Whole-time Director & CEO Aishwarya Katoch Independent Director Brig. Labh Singh Sitara Independent Director Prem Prakash Mirdha Independent Director Amiteshwar Choudhary Whole-time Director Pia Johnson Non-Executive Director Sameer Gehlaut Non-Executive Chairman Gagan Banga Non-Executive Director Ajit Kumar Mittal Non-Executive Director Pinank Jayant Shah Executive Director Vijayalakshmi Rajaram Iyer Independent Director Shyam Lal Bansal Independent Director Alok Kumar Misra Independent Director 5. The shareholding pattern of IVL for various Quarters prior to, during and subsequent to the Investigation Period is provided below – TABLE III [SOURCE: BSE WEBSITE] Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Category of % of % of % of % of % of No. of No. of No. of No. of No. of shareholder Share Share Share Share Share shares Shares Shares Shares Shares Capital Capital Capital Capital Capital Promoters 98,448,802 33.56 123,098,802 38.45 152,748,802 34.53 152,748,802 34.53 152,748,802 34.53 (A) Public Shareholding 194,907,123 66.44 197,047,641 61.55 289,581,723 65.47 289,581,723 65.47 289,581,723 65.47 (B) Shares underlying 60,477 0.00 60,477 0.00 60,477 0.00 60,477 0.00 60,477 0.00 DRs (C) Total Share capital 293,416,402 100.00 320,206,920 100.00 442,391,002 100.00 442,391,002 100.00 442,391,002 100.00 (A+B+C) 6. The Standalone Quarterly Financial Results of IVL prior to, during and subsequent to the Investigation Period is provided below – TABLE IV [AMOUNT IN ₹ CRORES] [SOURCE: BSE WEBSITE] Year Ended (Audited) Quarter Ended (Unaudited) Particulars 2015-16 2016-17 Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Net Sales 76.34 83.60 18.62 27.42 27.31 30.44 35.38 Other Income 28.18 67.82 5.05 22.67 13.71 28.32 13.84 Total Income 104.52 151.42 23.67 50.10 41.02 58.75 49.22 Net Profit 16.87 47.09 0.27 19.16 16.09 18.42 8.30 7. Indiabulls Distribution Services Limited (IDSL) is a wholly owned subsidiary (WOS) of IVL.

IDSL held 100% shareholding in India Land and Properties Limited (ILPL), making ILPL a wholly owned subsidiary of IDSL. Thus, ILPL was indirectly owned by IVL. 8. Investigation observed that IVL made the following announcements with respect to sale of ILPL to Indiabulls Infrastructure Limited (IIL) (a WOS of Indiabulls Real Estate Limited [IREL]) / investment of IIL in ILPL. The price and volume data for the scrip, just before and after these announcements, is tabulated below:

TABLE V Date & Time of Sr. display on Particulars Price Impact Remarks No Exchange Website 1. NSE IVL informed Exchanges that 17-Jun-2016 (NSE) On June 20, 2016, 20‐Jun‐ the Extraordinary General Open High Low Close Traded the price of the 2016 Meeting (EGM) of the vol. scrip closed at 12:01 hours company will be held on 15-Jul- 22.05 22.80 21.80 21.95 1268763 ₹21.70 i.e. 1.14% 2016 to inter alia transact the fall against the following special business : 20-Jun-2016 (NSE) previous day Open High Low Close Traded vol. closing price. Sale of investment 21.70 22.15 21.20 21.70 1189250 BSE 17-Jun-2016 (BSE) On June 20, 2016, Sale of up to 100% of shares 20‐Jun‐ Open High Low Close Traded the price of the held by IDSL, a WOS of the 2016 vol. scrip closed at company, in ILPL, a WOS of 12:07 hours 22.30 22.80 21.85 22.00 224613 ₹21.75 i.e. 1.14% IDSL. fall against the 20-Jun-2016 (BSE) previous day Open High Low Close Traded closing price. vol. 21.15 22.15 21.15 21.75 373395 (June 18, 2016 and June 19, 2016 were trading holidays) 2. NSE IVL informed Exchanges that 14-Jul-2016 (NSE) On July 15, 2016, 15‐Jul‐2016 members of company in EGM Open High Low Close Traded the price of the 15:19 hours held on 15-Jul-2016 approved vol. scrip closed at the following : 31.55 33.65 29.60 33.00 5597645 ₹32.55 i.e. 1.36% fall against the Preferential Issue of an 15-Jul-2016 (NSE) previous day aggregate of up to 5.83 crores Open High Low Close Traded vol. closing price.

Convertible Warrants to 33.25 34.00 31.50 32.55 4004040 BSE Promoter group entities and 14-Jul-2016 (BSE) On July 15, 2016, CEO & Whole-time Director of 15‐Jul‐2016 Open High Low Close Traded the price of the the company. 15:01 hours vol. scrip closed at 31.60 33.55 30.00 33.00 1586220 ₹32.70 i.e. 0.91% Sale of up to 100% of shares fall against the held by IDSL, a WOS of the 15-Jul-2016 (BSE) previous day company, in ILPL, a WOS of Open High Low Close Traded closing price. IDSL. vol. 33.80 33.90 31.55 32.70 946263 3. NSE IVL informed Exchanges that : 14-Mar-2017 (NSE) On March 15, 15‐Mar‐ IDSL (a WOS of IVL) has Open High Low Close Traded 2017, the price of 2017 08:53 signed a definitive agreement to vol. the scrip opened at hours sell its 100% shareholding in 37.00 38.75 36.80 38.15 2495800 ₹39.20 i.e. 2.75% ILPL, at a consideration of rise against the Rs.685 crores, to IIL, a WOS of 15-Mar-2017 (NSE) previous day IREL and the deal is expected Open High Low Close Traded closing price and to be completed in the current vol. closed at ₹41.95 financial year. 39.20 41.95 39.20 41.95 11450940 i.e. 9.96% rise A meeting of the Board of against the Directors of the Company will previous day be held on Friday the 17th closing price.

BSE March, 2017 to consider, inter 14-Mar-2017 (BSE) On March 15, 14-Mar-alia, declaration of interim Open High Low Close Traded 2017, the price of 2017 23:05 dividend, if any, on the Equity vol. the scrip opened at hours shares of the Company, for the 36.50 38.70 36.50 38.15 750175 ₹40.00 i.e. 4.85% financial year 2016-17. rise against the 15-Mar-2017 (BSE) previous day Open High Low Close Traded closing price and vol. closed at ₹41.95 40.00 41.95 39.30 41.95 20793277 i.e. 9.96% rise against the previous day closing price.

9. As observed from the table above, corporate announcements dated March 14, 2017 on BSE and March 15, 2017 on NSE made by the company had a positive impact on the price of the scrip. Unpublished Price Sensitive Information (UPSI) 10. The term "unpublished price sensitive information" has been defined in Regulation 2(1)(n) of Insider Trading Regulations, 2015 as under: "unpublished price sensitive information" means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: – (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (v) changes in key managerial personnel; and (vi) material events in accordance with the listing agreement.

NOTE: It is intended that information relating to a company or securities, that is not generally available would be unpublished price sensitive information if it is likely to materially affect the price upon coming into the public domain. The types of matters that would ordinarily give rise to unpublished price sensitive information have been listed above to give illustrative guidance of unpublished price sensitive information. 11. The determination of UPSI as per investigation was made inter alia upon consideration of the following factors – a. Board of Directors of IDSL in their meeting dated May 04, 2016 accorded their consent for sale of ILPL. b. Board of Directors of IVL in their meeting dated June 15, 2016 accorded approval, subject to approval of shareholders, for sale of ILPL and decided to call an EGM on July 15, 2016. c. On June 20, 2016, the company informed the exchanges that an EGM will be held on July 15, 2016 for seeking/enabling authorization for sale of investment by IDSL in the shares of ILPL and submitted the notice convening an EGM. d. The shareholders of IVL in an EGM held on July 15, 2016 approved the sale of upto 100% of shares held by IDSL in ILPL, to any prospective buyer and the same was announced on exchanges. e. On January 24, 2017 during a meeting between Mr. Divyesh Shah (CEO of IVL & Director of ILPL) and Mr. Gurbans Singh (CEO of IREL & Director of IIL) a request was made to Mr. Gurbans Singh, seeking loan facility of approximately Rs.500-550 crores against securities, from IIL to ILPL.

f. On January 25, 2017, Notice for convening Board Meeting on February 03, 2017 was issued by IIL to consider convening of an EGM. g. In IIL’s Board Meeting held on February 03, 2017 it was decided to convene an EGM on March 01, 2017 for seeking enabling authorization to the board to invest surplus funds, by way of loan which may inter-alia be in the form of Debentures or Non-convertible Redeemable Preference Shares of ILPL or any other security as may be offered by ILPL. Draft Notice of the proposed EGM was also placed and approved by the Board in the same Board Meeting. h. In IIL’s EGM held on March 01, 2017 an enabling composite authorization in terms of Section 186 of the Companies Act, 2013 was approved and following special resolution was passed: “RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules framed thereunder, as may be amended from time to time, consent of the members be and is hereby accorded to the Board of Directors of the Company: (a) to grant loans, give guarantee(s) or provide security, in connection with a loan made by any person to or to any person, up to an aggregate value of Rs.600,00,00,000/- (Rupees Six Hundred Crore) from time to time in one or more trenches, to India Land and Properties Limited on such terms and conditions as may be considered expedient in the interest of the Company, and (b) to invest Company’s fund by way of subscription, purchase or otherwise, in the securities of India Land and Properties Limited from time to time in one or more tranches up to the aggregate of Rs.600,00,00,000/- (Rupees Six Hundred Crore) on such terms and conditions as may be considered expedient in the interest of the Company, notwithstanding that the aggregate of loans, investment already made or to be made and the guarantees or securities already provided or to be provided, may exceed the limits prescribed under the said Section.” i. In this regard, IIL and ILPL confirmed that no amount of surplus funds were provided as loan to ILPL by IIL pursuant to above authorization.

Further, IIL has submitted that on March 07, 2017 during a meeting between Mr. Gurbans Singh and Mr. Divyesh Shah pursuant to abovementioned EGM dated March 01, 2017, the loan proposal was discussed and it was agreed in principle that IIL will rather purchase shareholding of ILPL. j. IVL submitted that no buyer or acquirer approached IVL/IDSL/ILPL or gave any formal/informal proposal for purchasing ILPL prior to March 07, 2017. Further, it was observed from the replies of IVL and statement recording of CEO of IVL that real estate market was sluggish and not conducive at that time. k. On March 14, 2017, IVL informed BSE and NSE that on March 14, 2017 Indiabulls Distribution Services Limited (“IDSL”) (WOS of IVL) has signed a definitive agreement to sell its 100% shareholding in India Land and Properties Limited (“ILPL”), at a consideration of Rs.685 Crore, to Indiabulls Infrastructure Limited (“IIL”), a WOS of Indiabulls Real Estate Limited (“IREL”) and the deal is expected to be completed in the current financial year.

l. Considering the above factors, it was noted that despite the fact that IVL had announced its intention to sell ILPL on June 20, 2016, it was crucial to find a suitable buyer and finalize the consideration to execute their intention. Hence, the information regarding identification of the buyer, finalizing the consideration and the actual event of signing of the definitive agreement to sell 100% shareholding in ILPL, to IIL, is considered to be a price sensitive information. m. Therefore, the abovementioned information relating to the sale of ILPL to IIL / investment of IIL in ILPL, prior to being announced on March 14, 2017, is considered as UPSI in terms of Regulation 2(1)(n) of Insider Trading Regulations, 2015. Chronology of Events: 12. As per the information obtained from IVL, IDSL, ILPL, IIL and IREL, the chronology of events relating to the announcement of the aforesaid sale of ILPL to IIL / investment of IIL in ILPL is as under – TABLE VI DATE PARTICULARS/EVENTS IDSL’s Board of Directors (BOD) in the meeting held on May 04, 2016 considered sale of May 04, 2016 ILPL to improve liquidity of IDSL and decided to sell the entire investment in ILPL.

IVL’s BOD in the meeting held on June 15, 2016 decided to call an EGM on July 15, 2016 June 15, 2016 for seeking approval of shareholders. IVL had sent EGM Notice dated June 15, 2016 to its Shareholders, inter-alia, for seeking / June 20, 2016 enabling authorisation for sale of investment by IDSL in the shares of ILPL, subject to the approval of shareholders. Same was informed to stock exchanges. Shareholders of IVL in their EGM held on July 15, 2016, approved the sale of investment July 15, 2016 by IDSL, in the shares of ILPL, to any prospective buyer(s). Same was informed to stock exchanges. In IVL’s Board Meeting, Management Committee was authorized to authorise IDSL to sell its stake in ILPL. July 27, 2016 Members of the committee were Mr. Divyesh Shah, Mr. Ashok Sharma (till Sept 28, 2016), Mr. Aishwarya Katoch and Ms. Pia Johnson (w.e.f. Sept 28, 2016) During a meeting between Mr. Divyesh Shah (CEO of IVL & Director of ILPL) and Mr. January 24, 2017 Gurbans Singh (CEO of IREL & Director of IIL) a request was made to Mr. Gurbans Singh, seeking loan facility against securities, from IIL for ILPL Notice for convening Board Meeting on February 03, 2017 was issued by IIL to consider January 25, 2017 convening of an EGM In IIL’s Board Meeting held on February 03, 2017 it was decided to convene an EGM on March 01, 2017 for seeking enabling authorization to the board to invest surplus funds, by way of loan which may inter-alia be in the form of Debentures or Non-convertible February 03, 2017 Redeemable Preference Shares of ILPL or any other security as may be offered by ILPL.

Draft Notice of the proposed EGM was also placed and approved by the Board in the same Board Meeting In IIL’s EGM enabling composite authorization in terms of Section 186 of the Companies March 01, 2017 Act, 2013 was approved During a meeting between Mr. Gurbans Singh and Mr. Divyesh Shah pursuant to EGM March 07, 2017 dated March 01, 2017, the loan proposal was discussed and it was agreed in principle that IIL will rather purchase shareholding of ILPL Discussions and finalization of the terms and conditions w.r.t. sale of ILPL to IIL. The idea of IIL purchasing IDSL’s 100% shareholding in ILPL was proposed and agreed to in- March 07, 2017 principle. This was subject to the price which was to be discussed further to meet with the to March 14, 2017 conditions on pricing for disinvestment as proposed by the shareholders of IVL.

TABLE VI DATE PARTICULARS/EVENTS The legal team of IREL Group prepared the documentation on behalf of IIL, as IREL’s Group legal team works for IREL and all its subsidiaries. Pursuant to IDSL, ILPL & IIL’s BOD Meeting held on March 14, 2017, a definitive March 14, 2017 agreement among IDSL, ILPL and IIL has been executed w.r.t. sale of ILPL by IDSL to IIL. Same has been Intimated to stock exchanges. The Period of UPSI – 13. From the chronology of events and the information received from the company as discussed earlier, it was observed that the proposal relating to grant of loan from IIL to ILPL against securities originated on January 24, 2017, i.e. the date when Mr. Divyesh Shah (CEO of IVL & Director of ILPL) approached Mr. Gurbans Singh (CEO of IREL & Director of IIL) for seeking loan facility against securities, from IIL for ILPL. The said proposal ultimately culminated in sale of ILPL to IIL / investment of IIL in ILPL. Thus, the date of abovementioned proposal for grant of loan against securities of ILPL (i.e. January 24, 2017) is considered as the origin point of the UPSI, which was published on BSE on March 14, 2017 at 23:05 hours and on NSE on March 15, 2017 at 08:53 hours.

Thus, the period from January 24, 2017 to March 14, 2017 is determined as the UPSI period. 14. Regulation 2(1)(g) of Insider Trading Regulations, 2015 defines the term “insider” as under: (g) "insider" means any person who is: i) a connected person; or ii) in possession of or having access to unpublished price sensitive information; NOTE: Since “generally available information” is defined, it is intended that anyone in possession of or having access to unpublished price sensitive information should be considered an “insider” regardless of how one came in possession of or had access to such information. Various circumstances are provided for such a person to demonstrate that he has not indulged in insider trading. Therefore, this definition is intended to bring within its reach any person who is in receipt of or has access to unpublished price sensitive information. The onus of showing that a certain person was in possession of or had access to unpublished price sensitive information at the time of trading would, therefore, be on the person leveling the charge after which the person who has traded when in possession of or having access to unpublished price sensitive information may demonstrate that he was not in such possession or that he has not traded or he could not access or that his trading when in possession of such information was squarely covered by the exonerating circumstances.

15. As per regulation 2(1)(d) of Insider Trading Regulations, 2015, “connected person” has been defined as: (i) Any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

(ii) Without prejudice to the generality of the foregoing, the persons falling with the following categories shall be deemed to be connected persons unless the contrary is established – (a) an immediate relative of connected persons specified in clause (i); (b) … … … 16. Further, regulation 2(1)(f) defines “immediate relative” as: “a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decision relating to trading in securities.’ Note: It is intended that the immediate relatives of a ‘Connected person’ too become connected persons for the purposes of these Regulations.” 17. Based on the examination report of NSE and investigation conducted by SEBI and considering the abovementioned definitions, inter alia the entities viz., Pia Johnson and Mehul Johnson have been identified as “insiders” that traded in the scrip of IVL during the UPSI period. The details of such findings are as follows: Pia Johnson: 18. The investigation observed that Pia Johnson was the Non-Executive Director of IVL from March 10, 2015 to August 28, 2017. As per the company’s reply dated May 03, 2018, being the Non-Executive Director, she was one of the entities connected to the company.

Further, it was observed that Pia Johnson was a member of the Management Committee of the Board of Directors of IVL which was authorized to authorize IDSL to sell its entire investment in ILPL. Being a member of the aforesaid Management Committee of IVL, she was reasonably expected to have access to the aforesaid UPSI. In view of the same, it is noted that Pia Johnson is a “connected person” in terms of Regulation 2(1)(d)(i) of Insider Trading Regulations, 2015. Hence, she is considered to be an insider in terms of Regulation 2(1)(g) of Insider Trading Regulations, 2015. 19. The summary of trading activity of Pia Johnson in the scrip of IVL is as under: TABLE VII Buy Period Trade date Buy Value (Rs.) Sell Quantity Sell Value (Rs.) Quantity 20/06/2016 135000 2916252 0 0 Pre-UPSI Period (April 01, 21/06/2016 170000 3669603 0 0 2015 to January 23, 2017) 05/07/2016 0 0 25000 803412 Total 305000 6585855 25000 803412 16/02/2017 275000 9401223 0 0 During UPSI Period 17/02/2017 80000 2744461 0 0 (January 24, 2017 to March 22/02/2017 150000 5528327 0 0 14, 2017) Total 505000 17674011 0 0 Post-UPSI Period (March - 0 0 15, 2017 to March 31, 2018) 0 0

20. The summary of trading activity of Pia Johnson in the scrip of IVL vis-à-vis gross trading across the market is as under: TABLE VIII Buy Value Sell Value Gross Traded Value Period Total IVL % Total IVL % Total IVL % Pre-UPSI Period (April 01, 40911634 6585855 16.10% 25121501 803412 3.20% 66033135 7389267 11.19% 2015 to January 23, 2017) During UPSI Period (January 24, 17674011 17674011 100.00% 1142774 0 0.00% 18816785 17674011 93.93% 2017 to March 14, 2017) Post-UPSI Period (March 15, 12452980 0 0.00% 24981504 0 0.00% 37434485 0 0.00% 2017 to March 31, 2018) Total 71038625 24259866 34.15% 51245780 803412 1.57% 122284404 25063278 20.50% 21. As seen from the tables above, during UPSI period, Pia Johnson had bought in total 505000 shares of IVL. Her trade concentration in IVL scrip was 11.19%, 93.93% and 0.00% respectively during pre-UPSI period from April 01, 2015, during UPSI period and post-UPSI period till March 31, 2018. Mehul Johnson: 22. From the KYC documents received from broker, UCC details received from exchanges and Mehul Johnson’s reply, it was observed that Mehul Johnson is husband of Pia Johnson. They share common address i.e. Flat no. 2502, 25th Floor, Tower B, Raheja Vivarea, Jacobs circle, Mahalaxmi station, Mumbai. Both are registered with the same broker i.e. IVL. Also, they jointly hold HDFC bank account no. 00011000083619. As per his replies, he is a senior official equivalent to the grade of ‘President’ and is designated as “Director” (although not a member of the Board) of a subsidiary of IREL and is associated with the Indiabulls Group companies since April 2006. 23. As per the provisions of regulation 2(1)(d)(ii)(a) read with regulation 2(1)(f) of the Insider Trading Regulations, 2015, the spouse (immediate relative) of a “connected person” is also deemed to be a “connected person”, unless the contrary is established. In view of the same, since Mehul Johnson is husband (immediate relative) of Pia Johnson (i.e. the connected person), he is deemed to be a connected person in terms of Regulation 2(1)(d)(ii)(a) r/w Regulation 2(1)(f) of Insider Trading Regulations, 2015. There is nothing on record which indicates to the contrary. Hence, Mehul Johnson is considered to be an “insider” in terms of Regulation 2(1)(g) of Insider Trading Regulations, 2015.

24. The summary of trading activity of Mehul Johnson in the scrip of IVL is as under: TABLE IX Period Trade date Buy Quantity Buy Value (Rs.) Sell Quantity Sell Value (Rs.) Pre-UPSI Period (April 01, 20/06/2016 45000 978245 0 0 2015 to January 23, 2017) Total 45000 978245 0 0 14/02/2017 166000 4973249 0 0 During UPSI Period (January 16/02/2017 122970 4030835 0 0 24, 2017 to March 14, 2017) 09/03/2017 50000 1817209 0 0 Total 338970 10821293 0 0 Post-UPSI Period (March 15, - 0 0 0 0 2017 to March 31, 2018) 25. The summary of trading activity of Mehul Johnson in the scrip of IVL vis-à-vis gross trading across the market is as under: TABLE X Buy Value Sell Value Gross Traded Value Period Total IVL % Total IVL % Total IVL % Pre-UPSI Period (April 01, 11580765 978245 8.45% 9696605 0 0.00% 21277370 978245 4.60% 2015 to January 23, 2017) During UPSI Period (January 24, 10821293 10821293 100.00% 6106696 0 0.00% 16927989 10821293 63.93% 2017 to March 14, 2017) Post-UPSI Period (March 15, 11547435 0 0.00% 89382556 0 0.00% 100929991 0 0.00% 2017 to March 31, 2018) Total 33949493 11799539 34.76% 105185857 0 0.00% 139135350 11799539 8.48% 26. As seen from the tables above, during UPSI period, Mehul Johnson had bought in total 338970 shares of IVL.

His trade concentration in IVL scrip was 4.60%, 63.93% and 0.00% respectively during pre-UPSI period from April 01, 2015, during UPSI period and post-UPSI period till March 31, 2018. Charges of Insider Trading: 27. Based on the close family relation between Pia Johnson and Mehul Johnson and their trading in the scrip during the period of UPSI, it is prima facie established that Pia Johnson and Mehul Johnson, both being insiders to the company, had traded in the scrip of the company while in possession of the UPSI, thereby indulging in “insider trading”, in terms of regulation 4(1) of the Insider Trading Regulations, 2015. There is a prima facie case that Pia Johnson had communicated the UPSI to her husband, Mehul Johnson, who executed his trades while in possession of the same. 28. Therefore, Pia Johnson has prima facie violated Section 12A (d) & (e) of SEBI Act, 1992 and regulations 3(1) and 4(1) of Insider Trading Regulations, 2015 by communicating UPSI to her husband Mehul Johnson and by trading in the scrip of the company while being in possession of UPSI, thereby indulging in insider trading.

Mehul Johnson has prima facie violated Section 12A (d) & (e) of SEBI Act, 1992 and regulations 3(2) and 4(1) of Insider Trading Regulations, 2015 by procuring UPSI from his spouse, Pia Johnson (an insider) and by trading in the scrip of the company while being in possession of UPSI, thereby indulging in insider trading. Wrongful gains made by Pia Johnson and Mehul Johnson 29. Pia Johnson and Mehul Johnson bought shares of IVL during the UPSI period and the gains made by them is calculated as under: TABLE XI Average Closing Price No. of shares Total Buy Wrongful gain Name Buy Price on March 15, bought Value (Rs.) (Rs.)# (Rs.) 2017 (Rs.)** A B C=B/A D E = A x (D-C) Pia Johnson 505000 17674011 35.00 41.95 35,10,739.00 Mehul Johnson 338970 10821293 31.92 41.95 33,98,498.50 #Note: Wrongful gain has been calculated as per the following method: Wrongful gain = (Closing price on the next day of announcement** - Average buy price) X No. of shares bought during UPSI period ** The announcement was made on March 14, 2017 on BSE at 23:05 and on March 15, 2017 on NSE at 08:53. Therefore, the closing price of scrip on March 15, 2017 i.e. Rs.41.95 at BSE and NSE is considered for computation of wrongful gains.

30. In view of the above, it is observed on the basis of investigation that Pia Johnson and Mehul Johnson traded in the scrip of IVL when in possession of UPSI pertaining to sale of ILPL to IIL / investment of IIL in ILPL and have collectively made wrongful gains of Rs.69.09 Lakhs. 31. As the alleged gains were made during January 24, 2017 to March 14, 2017 (i.e. the period of UPSI), it becomes reasonable and necessary to levy an interest at the rate of 12% simple interest per annum. The total alleged wrongful gains made by Pia Johnson and Mehul Johnson, through trading in the scrip of IVL during the UPSI period, including interest thereon, amounted to Rs. 87,21,918.55. A summary of the same is provided hereunder: TABLE XII Interest 12% per Entity Name Gain (Rs.) Total (Rs.) annum* Pia Johnson 35,10,739.00 9,21,064.02 44,31,803.02 Mehul Johnson 33,98,498.50 8,91,617.03 42,90,115.53 Total 69,09,237.50 18,12,681.05 87,21,918.55 *Interest calculated on wrongful gains from March 15, 2017 to May 21, 2019) 32. With the initiation of quasi-judicial proceedings, it is possible that the 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 (wrongful gains) allegedly made by Pia Johnson and Mehul Johnson, by way of an interim measure. Considering the facts and circumstances of the case, the balance of convenience lies in favour of SEBI. 33. Accordingly, as an interim measure, an Ad–Interim Ex–Parte Order for impounding such alleged profits under Section 11(1) read with 11(4)(d) and Section 11B of the SEBI Act read with Regulation 10 of the Insider Trading Regulations, 2015 needs to be issued against Pia Johnson and Mehul Johnson. Order – 34. In view of the foregoing, I, in exercise of the powers conferred upon me in terms of Section 19 read with Sections 11(1),11(4)(d)and Section 11B of the SEBI Act read with Regulation 10 of the Insider Trading Regulations, 2015, hereby issue the following directions: (a) I hereby impound the alleged unlawful gains of a sum of Rs. 87,21,918.55 (alleged gains of Rs.69,09,237.50 + interest of Rs. 18,12,681.05 from March 15, 2017 to May 21, 2019), jointly and severally, from the following persons/entities- ENTITY PAN 1. PIA JOHNSON AGVPJ6093M 2. MEHUL JOHNSON ABBPJ3414H (b) The Banks are directed that no debits shall be made, without permission of SEBI, in respect of the bank accounts held by all the persons/entities tabulated in paragraph 34(a) above.

Further, the Depositories are also directed that no debit shall be made, without permission of SEBI, in respect of the demat accounts held by the above said persons. However, credits, if any, into the accounts maybe allowed. The Banks and the Depositories are directed to ensure that all the above directions are strictly enforced. Further, debits may also be allowed for amounts available in the account in excess of the amount to be impounded. Banks are allowed to debit the accounts for the purpose of complying with this Order. (c) The persons/ entities tabulated at paragraph 34(a) above are also directed not to dispose of or alienate any of their assets/properties/securities, till such time the amount mentioned in paragraph 34(a) is credited to an interest bearing Escrow Account [“Escrow Account in Compliance with SEBI Order dated May 24, 2019 – A/c (in the name of the respective persons/entities)”] created specifically for the purpose in a Nationalized Bank. The Escrow Account(s) shall create a lien in favour of SEBI and the monies kept therein shall not be released without permission from SEBI.

On production of proof by any of the persons mentioned at paragraph 34(a) that the said money is deposited in the Escrow Account, SEBI shall communicate to the Banks and Depositories to defreeze the accounts. (d) Further, the persons/entities tabulated in paragraph 34(a) above are directed to provide, within 7 days of this Order, a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form and details of companies in which they hold substantial or controlling interest. 35. The observations/findings contained in this Order are made on the basis of Investigation concluded by SEBI in the matter. The findings in this order may be treated as allegations against the respective entities for the purpose of show cause against them. Accordingly, the persons mentioned at paragraph 34(a) are advised to show cause as to why suitable directions, including the following, should not be issued/imposed against them under Sections 11(1), 11(4) and 11B of the SEBI Act, 1992 for the alleged violations of the provisions of Sections 12A(d) & (e) of the SEBI Act, 1992 and regulations 3(1) / 3(2) & 4(1) of Insider Trading Regulations, 2015: (a) Directing them to disgorge an amount equivalent to the total gains made on account of insider trading in the scrip of IVL along with interest, (ii) Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period.

36. The persons mentioned at paragraph 34(a) may file their replies to SEBI within 30 days from the date of receipt of this Order. They may also indicate in their replies whether they wish to avail an opportunity of personal hearing in the matter. 37. This Order shall come into force with immediate effect and shall be in force till further Orders. 38. This Order shall be served on all Recognized Stock Exchanges, Depositories and Registrar and Share Transfer Agents and Banks to ensure necessary compliance.

Place: Mumbai G.MAHALINGAM Date: May 24, 2019 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA