Order in the matter of Insta Finance Limited (formerly SDFC Finance Limited)

Order in the matter of Insta Finance Limited (formerly SDFC Finance Limited)

WTM/AB/EFD-1/DRA-II/4987/2019-20

SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: ANANTA BARUA, WHOLE TIME MEMBER

ORDER

Under Section 11B of Securities and Exchange Board of India Act, 1992 read with Regulation 32(1)(f) and 32(1)(h) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 - In the matter of Insta Finance Limited (formerly SDFC Finance Limited)

Noticee Name of the Noticee PAN No. 1. Stardom Trading Company Pvt Ltd AAHCS1332H 2. Nilesh Krushna Palande AGLPP8818Q 3. Hansa Kakubhai Vadera ABVPV2184L 4. Rajnee Rajan Gitaye AWMPG6377L 5. Neha Bipin Patel AXGPP4301A 6. Sonal International Ltd AACCS1185R 7. Kirti Kantilal Mehta AKSPM3939N 8. Chirag Dineshkumar Shah CFPPS4835H 9. Ghanshyam Dayabhai Patel AOZPP4022M 10. Yogesh Bhogilal Chauhan AAGPC7158P 11. Jayshree Shankar Bhosle AFMPB0449P 12. Parag Chandrakant Shah ARRPS2518R 13. Jigar Mahesh Shah AVCPS3026K 14. Dadima Capital (P) Ltd AABCD2140E 15. Vaishali Sharad Gawde AKZPG4168Q

16. Universal Credit and Securities Ltd ACVPJ4679B

The aforesaid entities are hereinafter referred to individually by their respective names/Noticee numbers and collectively as “the Noticees”.

1. Present proceedings have been initiated against the Noticees, vide a show cause notice dated February 16, 2017 (hereinafter referred to as “the SCN”) issued by Securities and Exchange Board of India (hereinafter referred to as “SEBI”), to the Noticees, under Sections 11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act, 1992”) read with Regulation 32(1)(f) and 32(1)(h) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “SAST Regulations, 2011”) for violation of Regulation 3(1) of the SAST Regulations, 2011.

2. Facts stated in the SCN and the allegations made therein are narrated hereunder:

a) Insta Finance Limited (formerly ‘SDFC Finance Limited’ and hereinafter referred to as “SDFC”/“the target company”) is a company having its registered office at 205, Unique Centre, Sayajigunj, Above Kansar Hotel, Vadodara – 395000. The shares of the target company are listed on BSE Ltd. (hereinafter referred to as “BSE”).

b) SEBI conducted an investigation into the trading by certain entities in the scrip of SDFC for the period March 01, 2012 to November 19, 2012 (hereinafter referred to as “investigation period”) to ascertain any violation of the provisions of SEBI Act, 1992 and SAST Regulations, 2011. It was observed during this period that the price of the scrip of SDFC moved from Rs. 6.95 to Rs. 15.15 touching a high of Rs. 22.45 on August 28, 2012 and a low of Rs. 6.31 on March 01, 2012.

c) It was observed that 31 entities, referred to as the “Nilesh Palande Group” were identified as connected entities based on off-market transactions and know your client (KYC) details. The connection among these entities was found on the basis of common residential address, common contact numbers, common email ID, common directors and off market transfers. The connection/relationship details of the Nilesh Palande group along with the inter-se connection amongst them in relation to the acquisition of shares of SDFC, is as under:

Table: 1 SI. Client Name Basis of Connection No. (PAN) As per KYC (Nirmal Bang) the address is 23, Jalaram Nagar, S V Road, Near Chamunda Circle, Borivali West, Mumbai – 400 092, Contact numbers are 9320834555, 28834555, 28834825, 9322476560, email id is nish_palande@rediffmail.com, Employee of Nova Gold, novagold2007@yahoo.co.in (as per LKP KYC) Nilesh Krushna As per KYC (Pilot Capital) the address is D/8, Trisaran Nagar Society, Moreger Naka, Palande Virar Road Nalasopara (East), Thane, telephone no. is 28929109 and Fax no. is 28925300, 1 (AGLPP8818Q) the address as per the Bank Statement of account no. 909010043869177 held by Nilesh Palande with Axis Bank, Near Chamunda Circle, Borivali (W) is 23 Jalaram Nagar, S V (Noticee no.2) Road, Near Chamunda Circle, Borivali West, Mumbai – 4000 092. During the period, 01/06/2012 to 31/07/2012, Nilesh Palande transferred/received funds from/to Stardom Trading Company Pvt. Ltd. (Sr. No 3) and Neha Bipin Patel (Sr. No 5). As per the KYC (SSJ), she has common mobile no. 9320834555 and email id nish_palande@rediffmail.com with Nilesh Palande (Sr.

No. 1). Hansa Kakubhai Vadera From the Bank Statement of Hansa Vadera held with Axis Bank, Borivali (W) Branch 2 (ABVPV2184L) having account no. 911010012389122 enclosed with the KYC, it was observed that during the period, February 2012 to November 2012, Hansa Vadera transferred/received funds (Noticee no.3) from Sonal International (Sr. No 6), Stardom Trading Company (Sr. 3), SDFC finance Ltd. As per (Inventure Growth & Securities Ltd.), Stardom Trading Company Pvt. Ltd., the entity has common contact number with Nilesh Palande viz. is 9320834555. The introducer is Nilesh Palande (Sr. No 1). Mail id is novagold2011@gmail.com Stardom Trading As per the Bank Statement of Stardom Trading Company Pvt. Ltd. held with Axis Bank, Company Pvt Ltd Borivali (W) Branch having account no. 910020030325900 for the period, September 3 (AAHCS1332H) 2012 to December 2012, it was observed that it transferred/received funds to/from Sr. No 1 to 14 and 16, SDFC Finance Ltd. (Noticee no.1) It has off-market transactions with Sr. No 15 and 16. Also, its director viz. Palavi Chetan Pandit is also a director in Sonal International Ltd. (Sr.

No. 6) Rajnee Rajan Gitaye As per KYC (L.F.C Securities Pvt. Ltd.) the office address is 23, Jalaram Nagar, S V Road, (AWMPG6377L) Near Chamunda Circle, Borivali West, Mumbai – 400 092 which is same as that of Nilesh 4 Palande (Sr. No. 1). (Noticee no.4)

As per Bank Statement enclosed with KYC of Axis Bank, Borivali (W) Branch having account no. 910010048184251 during the period December 2011 to October 2012, Rajnee Gitaye has transferred/received funds from Yogesh Chuhan (Sr. No. 10) and Stardom Trading Company Pvt. Ltd. (Sr. No. 3), SDFC Finance Ltd. As per KYC (CD Equisearch) Contact number 9320834555, mail id is nish_palande@rediffmail.com are common with Sr. No 1

As per KYC (S.S.J. Finance &Securities Pvt. Ltd.) the mobile no is 9322476560 and email id is sdeep_77@rediffmail.com and address 401 B-28, Shanti Nagar Co-op. Hsg. Ltd., Shanti Nagar, Sec – 7, Above Indra Hospital, Mira road, Mumbai – 401 107. Mail id is novagold@yahoo.co.in with JM Financial which is common with Nilesh PAlande (Sr. No Neha Bipin Patel 1) (AXGPP4301A) 5 As per Bank Statement of account no. 911010012389203 held by Neha Patel with Axis (Noticee no.5) Bank, Borivali (W) Branch, it was observed that Neha Bipin Patel entered into fund transfers / receipts with Sonal International (Sr. No. 6), SDFC Finance Ltd. During the period 01/03/2012 to 19/11/2012 and with Stardom Trading Company Pvt. Ltd. (Sr. No 3), Nilesh Palande (Sr. No. 1) during the period, 01/03/2012 to 19/11/2012. As per MCA Website Jitendra Bhikhabhai Patel, director of Sonal International Ltd. Has address as 401 b-28, Shanti Nagar, Sec – 7, Above Indra Hospital, Mira Road, Mumbai – 401 107 i.e. same as Neha Bipin Patel (Sr. No. 5). Also, its director viz. Pallavi Chetan Sonal International Pandit is also a director in Sr.

No. 3. Ltd 6 (AACCS1185R) As per the Bank Statement of Sonal International Ltd. Held with Axis Bank, Ahmedabad Branch having account no. 453010200013712 for the period, 01/12/2011 to 31/03/2012, (Noticee no.6) it was observed that Sonal International Ltd. Has received funds from Stardom Trading Company Pvt. Ltd. (Sr. No.3), SDFC Finance Ltd. As per KYC (Pilot Capital Pvt. Ltd.), Nilesh Palande (Sr. No 1) is the introducer. Further, as per the said KYC, Kirti Kantilal Mehta has common telephone number as 9320834555 with Nilesh Palande (Sr. No. 1). Kirti Kantilal Mehta (AKSPM3939N) 7 Further, from Bank Statement of Kirti Kantilal Mehta held with Axis Bank, Borivali (W) Branch having account no. 911010005936771, it was observed that Kirti Kantilal Mehta (Noticee no.7) received funds from Stardom Trading Company Pvt. Ltd. (SR. No. 3), Sonal International Ltd. (Sr. No. 6) As per KYC (L.F.C Securities Pvt. Ltd.) email id is novagold@yahoo.co.in which is common with (Sr. No. 3) Chirag Dineshkumar Shah As per Bank Statement of the acoount no. 911010021529238 held by Chirag Shah with 8 (CFPPS4835H) Axis Bank, Borivali (W) Branch funds were transferred to / received from/to Sonal International Ltd. (Sr.

No.6), jayshree Shankar Bhosle (Sr. No. 12), Stardom Trading (Noticee no.8) Company Pvt. Ltd. (Sr. No. 3), SDFC Finance Ltd. During the period December 2011 to October 2012

As per KYC ( SSJ Finance & Securities Pvt. Ltd.), he has common email with Nilesh Palande (Sr. No. 1) viz. nish_paland@rediffmail.com Ghanshyam Dayabhai Patel As per the Bank Statement of Axis Bank Borivali (W) Branch having account no. 9 (AOZPP4022N) 911010012389094 enclosed with the KYC, it was observed that Ghanshyam Patel transferred/received huge amount of funds from Stardom Trading Company Pvt. Ltd. (Noticee no.9) (Sr.No.3), Sonal lnternational Ltd. (Sr. No.6) during the period 01/03/2012 to 19/11/2012. As per the KYC (L.F.C Securities Pvt. Ltd.) email id of Yogesh Chauhan sdeep_77@rediffmail.com which Is common with Neha Bipin Patel (Sr. No. 5). Yogesh Bhogilal Chauhan Further, as per the Bank Statement of Yogesh Chauhan enclosed with the KYC, account 10 (AAGPC7158P) held with Axis Bank, Borivali (W) Branch having account no. 911010006 19177, Yogesh Chauhan transferred/received funds from Stardom Trading Company Pvt. Ltd. (Sr. No. (Noticee no.10) 3),Universal Credit and Securities Ltd. (Sr. No. 11), Sonal International Ltd. (Sr. No.6) and Rajnee Gitaye (Sr. No.4) during the period, 01/03/2012 to 19/11/2012.

As per the Bank Statement of Universal Credit and Securities Ltd. with Axis Bank having Universal Credit and account no. 018010200034672 for the period, February 2011 to March 2013, it was Sec. Ltd.(It is also observed that the address of Universal was 23, Jalaram Nagar, Chamunda Circle, S.V. listed company at the Road, Borivali (W), Mumbai which is also the address of Nilesh Palande (Sr. No.1). Exchange having 11 Scrip Code : 531963) Further, the said entity transferred/received funds from/to Chirag Shah (Sr. No. 8), Neha (ACVPJ4679B) Patel (Sr. No. 5), Kirti Kantllal Mehta (Sr. No. 7), Stardom Trading Company Pvt. Ltd. (Sr. No.3), Hansa Vadera (Sr. No.2), Sonal International Ltd. (Sr. No.6), Yogesh Chauhan (Noticee no.16) (Sr. No. 10), SDFC Finance Ltd. As per KYC (L.F.C Securities Pvt. Ltd.) for the email id is sdeep_77@rediffmail.com which is same as that of Neha Bipin Patel (Sr. no. 5) and Yogesh Bhogilal Chauhan (Sr. Jayshree Shankar no. 10). Further, it was observed that the nominee is Nilesh Krishna Pc: lande (Sr. No.1). Bhosle 12 (AFMPB0449P) As per Bank Statement enclosed with KYC held with Axis Bank, Borivali (W) Branch having account no. 018010100541725 during the period, December 2011 to October (Noticee no.11) 2012, Jayshree Bhosle has transferred/received funds from/to Chirag Shah (Sr.

No. 8), Stardom Trading Company Pvt. Ltd. (Sr. No.3) and Sonal International Ltd (Sr. No.6). As per KYCs ( L.F.C Securities Pvt. Ltd.), he has common contact no. 9320834555 with Nilesh Palande (Sr. No. 1). Also, the email id of Parag Sheh is same as that of Chirag Parag Chandrakant Dineshkumar Shah (Sr. No. 8) viz. novagold2011@gmail.com. Shah 13 (ARRPS3026K) As per Bank Statement enclosed with the KYC held with Axis Bank, Borivali (W) Branch having account no. 912010008517200 during the period, April 2012 to November 2012, (Noticee no.12) it was observed that the funds were transferred/received to/ from Stardom Trading Company Pvt. ltd. (Sr. No.3), SDFC Finance Ltd. As per KYC ( L.F.C Securities Pvt. Ltd.), he has common contact no. with Neha Patel (Sr. No.5) and Chirag D Shah (Sr. No, 9) viz. 9322476560 Jigar Mahesh Shah (AVCPS3026K) 14 Further from the Bank Statement of Jigar Shah enclosed with the KYC held with Axis Bank having account no, 911010004226925; It was observed that Jigar Shah had (Noticee no.13) transferted/received funds from/to Sonal International Ltd. (Sr. No. 3), Stardom Trading Co. Pvt. ltd. (Sr.

No.6)

As per KYC (lnventure), address is 24,. .Jalaram Nagar, Opp.Chamunda Circle, Ganjawala Dadimaa Capital (P) Lane, Borivali (West) Mumbai Maharashtra India 400 091 is same as that of Nilesh Ltd Palande (Sr. No. 1); Jagdish Janj (director of SDFC Fin. Ltd.) and Narendra Shah are the 15 (AABCD21410E) directors of Dadima a KYC Info. Dadima Capital (P) ltd has off market transactions with Sr. No 3, 17 to 25, 27 to 29 and (Noticee no.14) 31. Vaishali Sharad As per KYC (Pilot), Address is Santoshi Nivas, Devipada Road, Borivall West, Mumbai, Gawde Maharashtra, India, 400092 and having same contact number (28929109, 28925300) of 16 (AKZPG4168Q) Nilesh Patande Krishna (Sr. No. 1), Nilesh palande krishna (Sr. No. 1) is the introducer. She has off-market transactions with Sr. No 3. (Noticee no.15) As per KYC, address is 23, Jalaram Nagar, Opp. Chamunda Circle, Ganjawala Lane. Sharmila Shyam Borivali(W), Mumbai Maharashtra India 400 091091 is same as that of Nilesh Palande (Sr. 17 Amin No.1); She has off market transactions with Sr. No 15 (AEBPA7346C) The introducer of this entity viz. Shah Narendra Ramanlal is also the introducer to Sonal Pankhidevi International Ltd. listed at Sr.

No. 6, as per the KYC submitted by trading member, 18 Champalal Bokadia inventure 1 Growth & Securities (275). This entity also entered into off-market (AIZPB5652J) transactions With Dadima Capital (P) ltd. (Sr. No 15) This entity also entered into off-market transactions with Dadima Capital (P) Ltd. (Sr. No Champalal G 15). As per KYC ( Rikhav Securities Ltd.), it has common address with Pankhidevi 19 Bhokadia (Huf) Champalal Bokadia (Sr. No. 18) (AACHC9277R) Asmita Ashwin Entered into off-market transactions with Dadlma Capital (P) Ltd. (Sr. No 15). As per the 20 Pandya UCC database (lnventure Growth & Securities Ltd.), Asmita Ashwin Pandya (Sr. No 20) (AOEPP1273N) and Bhagwati Kishor Pandya (Sr. No 21), both these entities have common contact no. Bagwati Kishor viz 9320866618, both have commo address viz. Sainu Chawl, Janu Compound, Near 21 Pandya Kurar Village, Malad (East), Mumbai (AOEPP1274M) Chudamani Entities at Sr. No 22 to 25 and 27 to 29 entered Into off-market transactions with Dadima 22 Raksharam Mishra Capital (P) Ltd. (Sr. No 15). (ANBPM4314K) Danny Rajanbhai As per the Bank Statement of Chudamani Rakshatam Mishra (Sr.

No 22) held with Indian 23 Desai Bank, Rani Sati Marg Branch, Malad (E) having account no. 603293059 for the period, (AKFPD4295F) May2012, it was observed that he transferred funds to Subodh Kumar (entity at Sr. No. Dhaval RAjanbhai 27). 24 Desai (BCIPD4017R) As per KYC (Concept Securities Ltd.) for Dhaval Rajanbhai Desai (Sr. No 24), Danny Parul Dhavalbhai Rajanbhai Desai (Sr. No 23) and Patul Dhavalbhai Desai (Sr. No 25) have common 25 Desai address viz. 3, Municipal Soc., Vanki Bordi, Shahpor, Surat - 395003 (ATNPD6385R) Rajanbhai Bapubhai As per the KYC (Monarch Research & Brokerage Pvt. Ltd.) for Desai Rajanbhai B. 26 Desai (Sr.no 28), his address matches with the address of Parul Dhavalbhai Desai (Sr. No 25) (AFPPD7669Q) viz. 4th Floor, Dr. Jallafa Bldg., Opp. Timaliyawad, Nanpura, Surat- 395 001. Further, as Subodh Kumar per Bank Account details of Bank of Baroda, the address is 3, Municipal Soc., Variki 27 (APPPK8844L) Bordi, Shahpor, Surat - 395003, Gujarat which is same as that of Dhaval Rajanbhai Desai Naynar Masanam (Sr. No 24), Danny Rajanbhai Desai (Sr. No 23). 28 Swami (BQCPS3362J) As per the KYC received from Trustline Securities ltd. (936) for Chudamani Raksharam

Patel Ramjibhai Mlshra (Sr. No 22) and Naynar Masanam Swami (Sr. No 28), both these entities have 29 Purshottambhai Huf account with Indian Bank, Rani Sati Marg Braheh, Malad (AAEHP4604B) As per the Bank Statement Savings Account having account no. 50002759948 With Allahabad Bank, it was observed that he transferred/received funds to/from Sitara Ketan Sheth 30 Creations Pvt. Ltd. (Sr. No 31). As per MCA website, one of the directors of Sitara (AAGPS3414C) Creations Pvt. Ltd.is Danny Rajanbhai Desai Danny Rajanbhai This entity also entered Into off-market transactions with Dadima Capital (P) Ltd. (Sr. No Desai (Sitara 15). Address is Shop No 28 A B D Krushna Nagar 1 Opp Choksi Wadi Nr Rushbh Tower 31 Creations Private Adajan Rd Surat Gujarat-395009.As per MCA website, one of the directors of Sitars Limited) Creations Pvl Ltd. is Danny Rajanbhai Desai (Sr No. 23). (AAPCS1671R)

d) An overview of gross buy, gross sell and net traded volume of the Nilesh Palande Group in the scrip of SDFC during the investigation period is given below: Table: 2 On Market Off-Market Shareholding as on % of SI. Nilesh Palande Group Gross Gross Net No entities names Net Shares Shares Buy Sell Qty. to 01/03/2012 19/11/2012 Qty Received Transferred Qty. Qty. Mkt. Volume 1 Nilesh Krushna Palande 2100 0 2100 0.06 0 0 16300 18400 2 Hansa Kakubhai Vadera 160000 0 160000 4.75 0 0 0 160000 3 Stardom Trading 735947 0 735947 21.85 0 320000 0 415747 Company Pvt Ltd 4 Rajnee Rajan Gitaye 283624 0 283624 8.42 0 0 12800 295424 5 Neha Bipin Patel 93379 0 93379 2.77 0 0 0 93379 6 Sonal International Ltd 47041 100 46941 1.39 0 0 10900 57816 7 Kirti Kantilal Mehta 116500 0 116500 3.46 0 0 800 117200 8 Chirag Dineshkumar 366467 0 366467 10.88 0 0 0 366267 Shah 9 Ghanshyam Dayabhai 327500 0 327500 9.72 0 0 0 327500 Patel 10 Yogesh Bhogilal 206219 0 206219 6.12 0 0 0 206219 Chauhan 11 Universal Credit and Sec. 34000 0 34000 1.01 0 0 0 34000 Ltd. 12 Jayshree Shankar Bhosle 210812 0 210812 6.26 0 0 0 210812

13 Parag Chandrakant Shah 202220 0 202220 6.00 0 0 0 202220 14 Jigar Mahesh Shah 15075 0 15075 0.45 0 0 0 15075 15 Dadima Capital (P) Ltd 0 0 0 0.00 517200 150000 0 367200 16 Vaishali Sharad Gawade 0 0 0 0.00 120000 0 4600 124600 17 Sharmila Shyam Amin 0 0 0 0.00 0 14700 14700 0 18 Pankhidevi Champalal 0 20000 -20000 -0.59 20000 0 0 0 Bokadia 19 Champalal G Bhokadia 0 30000 -30000 -0.89 30000 0 0 0 (HUF) 20 Asmita Ashwin Pandya 27500 0 27500 0.82 0 27500 0 0 21 Bhagwati Kishor Pandya 10000 0 10000 0.30 0 10000 0 0 22 Chudamani Raksharam 123000 5300 117700 3.49 0 117700 0 0 Mishra 23 Danny Rajanbhai Desai 17675 2500 15175 0.45 0 15000 0 175 24 Dhaval Rajanbhai Desai 16800 1800 1500 0.45 0 15000 0 0 25 Parul Dhavalbhai Desai 23200 1500 21700 0.64 0 21700 0 0 26 Rajanbhai Bapubhai 17300 17300 0 0.00 0 0 0 0 Desai 27 Subodh Kumar 56100 0 56100 1.67 0 56100 0 0 28 Naynar Masanam Swami 37500 0 37500 1.11 0 37500 0 0 29 Patel Ramjibhai 0 100000 -100000 -2.97 100000 0 00 0 Purshottambhai Huf 30 Ketan Kantilal Sheth 25500 600 24900 0.74 0 0 0 24900 31 Danny Rajanbhai Desai 3000 1000 2000 0.06 0 2000 0 0 (Sitara Creations Private Limited) 3158459 180100 2978359 88.41 787200 787200 60100 3036934 e) From the above table, it is observed that 28 entities of Nilesh Palande group traded on-market and they were the major net buyers in the scrip of SDFC during the investigation period. They had altogether bought 31,58,459 shares and sold 1,80,100 shares constituting 93.76% and 5.35% on buy and sell side respectively of the total traded quantity of 33,68,550 shares of SDFC during the investigation period. The net buy quantity was 29,78,359 shares which was 88.41% to the total traded quantity in the scrip of SDFC during the investigation period. They have entered into inter-se off-market transactions among the Nilesh Palande Group for 7,87,200 shares of SDFC during the investigation period.

f) Noticee no. 1 i.e. Stardom Trading Company Pvt. Ltd (hereinafter referred to as “Stardom”), an entity belonging to the Nilesh Palande Group, was the major buyer of the shares of SDFC during the investigation period and it was holding 4.16% of the total share capital of SDFC as on November 19, 2012. Analysis of bank statement of Stardom (i.e. Axis Bank A/c no 910020030325900) for the period from January 01, 2012 to December 31, 2012 revealed that it had carried out financial transactions with 14 entities of Nilesh Palande Group when they were acquiring the shares of SDFC. It was observed that Stardom had transferred Rs. 20.83 crore to 14 entities of Nilesh Palande Group and received Rs. 64.65 lakh from 10 entities of Nilesh Palande Group.

g) Details of financial transactions of Stardom with 14 entities of Nilesh Palande Group entities are as follows: Table: 3 S. Particulars Amount Transferred by Amount Transferred to No. Stardom Stardom 1 Nilesh Krushna Palande 6,405,00 (540,000) 2 Hansa Kakubhai Vadera 13,416,000 (230,000) 3 Rajnee Rajan Gitaye 19,650,000 (240,000) 4 Neha Bipin Patel 17,486,000 - 5 Sonal International Ltd 9,493,000 - 6 Kirti Kantilal Mehta 29,814,000 (670,000) 7 Chirag Dineshkumar Shah 40,371,064 - 8 Ghanshyam Dayabhai Patel 17,543,000 (675,000) 9 Yogesh Bhogilal Chauhan 15,303,648 (760,000) 10 Universal Credit And Sec. Ltd 540,000 (735,000) 11 Jayshree Shankar Bhosle 19,895,339 (360,000) 12 Parag Chandrakant Shah 12,778,622 - 13 Jigar Mahesh Shah 5,683,000 (1,315,000) 14 Vaishali Sharad Gawde 3,000 (940,000) Total 208,381,673 (6,465,000)

h) In addition to the above 15 entities who were having financial transactions during the period of investigation, one entity Dadima Capital (P) Ltd, was observed to be having only off-market transactions from other entities including one of the aforesaid 15 entities.

i) The shareholding of the abovementioned 16 entries in SDFC and the change in their shareholding from March 01, 2012 in November 19, 2012 was as follows:

Table: 4 Sl Names Holding Holding as Holding as Holding as No as on on % on % as on 01/03/2012 19/11/2012 01/03/2012 19/11/2012 1 Nilesh Krushna Palande 16300 18400 0.16% 0.18% 2 Hansa Kakubhai Vadera 0 160000 0.00% 1.60% 3 Stardom Trading 0 415747 0.00% 4.16% Company Pvt Ltd 4 Rajnee Rajan Gitaye 12800 295424 0.13% 2.95% 5 Neha Bipin Patel 0 93379 0.00% 0.93% 6 Sonal International Ltd 10900 57816 0.11% 0.58% 7 Kirti Kantilal Mehta 800 117200 0.01% 1.17% 8 Chirag Dineshkumar 0 366267 0.00% 3.66% Shah 9 Ghanshyam Dayabhai 0 327500 0.00% 3.28% Patel 10 Yogesh Bhogilal 0 206219 0.00% 2.06% Chauhan 11 Universal Credit And 0 34000 0.00% 0.34% Sec. Ltd 12 Jayshree Shankar Bhosle 0 210812 0.00% 2.11% 13 Parag Chandrkant Shah 0 202220 0.00% 2.02% 14 Jigar Mahesh Shah 0 15075 0.00% 0.15% 15 Dadima Capital (P) Ltd 0 367200 0.00% 3.67% 16 Vaishali Sharad Gawde 4600 124600 0.05% 1.26% Total 45400 3011859 0.45% 30.12% j) In view of the abovementioned financial transactions, off-market transactions and the continuous acquisition of shares of SDFC which led to the collective increase of shareholding of these entities from 0.45% as on March 01, 2012 to 30.12% of the total share capital of SDFC by November 19, 2012, it is alleged that these above named 16 entities have acted as “persons acting in concert” (hereinafter referred to as “PACs”), within the meaning of Regulation 2(1)(q) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (hereinafter referred to as “SAST Regulations, 2011”) with respect to said acquisition of shares of SDFC. Accordingly, the aforesaid 16 PACs have been issued with the present SCN.

k) The acquisition of shares of SDFC by the PACs and their impact on the cumulative shareholding of the PACs is as under: Table: 5 Date when the Name of the PAC entity Acquisition Cumulative holding disclosure/open Quantity of the PACs on the offer date of regulation obligations was triggered triggered 11-Jun-12 Dadima Capital (P) Ltd. 37500 5.25% 17-Aug-12 Parag Chandrkant Shah 10000 7.33% 27-Aug-12 Jayshree Shankar Bhosle 19999 9.51% 30-Aug-12 Jigar Mahesh Shah 10000 12.08% 04-Sep-12 Jigar Mahesh Shah 75 14.20% 12-Sep-12 Parag Chandrkant Shah 20 16.39% 17-Sep-12 Parag Chandrkant Shah 10535 19.01% 26-Sep-12 Jayshree Shankar Bhosle 5000 21.12% 12-Oct-12 Kirti Kantilal Mehta 5000 23.35% 19-Oct-12 Parag Chandrkant Shah 25000 25.52% 30-Oct-12 Chirag Dineshkumar Shah 23800 27.73% 19-Nov-12 Neha Bipin Patel 43379 30.12% l) It is observed that on October 19, 2012, Noticee No. 12 (Parag Chandrakant Shah), who was one of the PACs, acquired 25000 shares as a result whereof, the collective shareholding of the PACs crossed the threshold of 25% stipulated under Regulation 3(1) of the SAST Regulations, 2011.

m) The PACs had acquired the shares of SDFC and crossed the shareholding limit of 25% specified under Regulation 3(1) of the SAST Regulations, 2011 on October 19, 2012. Consequently, the PACs were required to make a public announcement for open offer in compliance of Regulation 3(1) of SAST Regulations, 2011, which it failed to make.

3. The SCN issued to the Noticees, contained relevant findings of the investigation report qua the Noticees along with certain annexures, list of which is as under:

Table: 6 S. No. Particulars of Document Number of Annexure 1. The details of Nilesh Palande Group along with inter- 1 se connection amongst them 2. The trade details of the group on market and off- 2 market in the shares of SDFC during the investigation period.

Replies, Hearing and Written submissions:

4. Opportunities of personal hearing were provided to the Noticees on February 27, 2019, July 09, 2019, August 23, 2019 and September 27, 2019. Noticee no. 13 appeared on February 27, 2019 and thereafter, filed his reply to the SCN vide letter dated March 13, 2019. For the personal hearing on February 27, 2019, only Noticee no. 13 appeared for the hearing and made its submission. Thereafter, hearing opportunity was provided on July 09, 2019. None of the remaining Noticees appeared for hearing on the said date. Vide letter dated July 18, 2019, Noticees no. 2, 3, 10, 11, 12, 14 & 16 sought for extension. Subsequently, hearing opportunity was provided to all the remaining Noticees (except Noticee no. 13) on August 23, 2019, however, none of the remaining Noticees appeared for the hearing on the said date. Vide letters dated August 23, 2019 and August 31, 2019 Noticee no. 3 and Noticee no. 10, respectively, submitted that they had traded in the scrip of SDFC and that they are unable to attend personal hearing in the matter. As the status of delivery of hearing notice intimating August 23, 2019, as the date of hearing, could not be ascertained in respect of Noticee No. 5, 6, 8, & 9, another final opportunity of hearing was provided to these 4 entities on September 27, 2019. Vide the said newspaper publication, these 4 Noticees were also advised to collect the copy of SCN, if not received by them earlier. However, these 4 Noticees did not appear for the hearing on September 27, 2019. Thus, only Noticee no. 13 has filed its reply on merits as well as appeared for hearing.

Submissions of the Noticees:

5. The various submissions made by the Noticee no. 13 in his reply dated March 13, 2019, is as under:

a) That he had purchased only 15075 equity shares of M/s SDFC Finance Ltd., Vadodara during the investigation period since March 01, 2012 to November 19, 2012 from BSE Terminal from SEBI approved Share broker as a sub broker and without any knowledge of any inter connection among the 28 entities as alleged by SEBI. He was a bona fide purchaser of 15075 (only 0.15% holding of total holding of the said company) equity shares of the said company and had only financial relationship with M/s Stardom Trading Co. being sub broker in the share market.

b) That since he was not aware of and involved in any malpractices for acquisition of shares of SDFC which led to the collective increase of the shareholding over 25% and for which public announcement for open offer in compliance of Regulation 3(1) of SAST Regulations, 2011 was required to be given, hence he cannot be held liable for the same.

c) That since he is a bona fide buyer of 15075 (merely 0.15%) holding of SDFC as sub broker and trading regularly on behalf of his various clients including friends and relatives, hence he cannot be held as Person Acting in Concert (PAC) and merely by virtue of business connection with certain persons/companies in the normal course of business as stated in sr. no. 14 of list of basis of connection, he cannot be held as PAC and thus not liable to make required disclosure as well as to make public announcement for open offer as per SEBI Regulations.

d) That while deciding the meaning of the term ‘Persons Acting in Concert’ i.e. PAC as defined under SEBI Act in the leading case of M/s Triumph International Finance India Limited vs. SEBI - the Appellate Authority – SEBI Appellate Tribunal (SAT) was of the opinion that there must be a formal or informal agreement or understanding among the persons which can be treated as PAC and the sole purpose of said formal or informal agreement or understanding among those persons must be to only acquire the shares of target company to get the undue benefit. Even the business relationships among the persons and certain monetary transactions among the persons due to plainly business transactions cannot lead to acquire the shares of target company and this such business activities cannot be treated as activities to acquire the shares of the target company as a PAC. It be noted that the above cited opinion regarding PAC has been given in the similar other case of Modipon Ltd Vs. SEBI and Honorable SC order dated July 08, 2010 in the matter of Daiichi Sankyo Co. Ltd vs Jayaram Chigurupati and Others.

e) That in view of above leading case laws, he cannot be held as PAC and hence neither was he required to give any disclosure nor was he required to make any public announcement by virtue of merely holding of 15075 (0.15%).

f) That he had bought 15075 (0.15%) shares of SDFC as a sub broker on behalf of various clients without any knowledge of any curtail with alleged 28 entities of Nilesh Palande Group and he had purchased these shares through online terminal of BSE and that too with SEBI approved share broker and he has also paid the requisite brokerage and also paid the applicable prevailing securities taxes over the said transactions and all these transactions were done by him on delivery based.

g) That in view of the above facts and submissions, there is no violation of Regulation 3(1) of SAST Regulations, 2011 on his part and hence SEBI is cordially requested that based on the given facts and submissions, to dispense with issuance of any direction under Section 11B of the SEBI Act, 1992 read with Regulations 32(1)(f) and 32(1)(h) of the SAST Regulations, 2011.

Consideration of Submissions and Findings:

6. I have perused the SCN dated February 16, 2017, along with its annexures, the reply filed by the Noticee no. 13, submissions made during the course of personal hearing. Before dealing with the various contentions raised by the Noticees, the relevant provisions of law which are necessary to advert to are extracted hereunder:

“Substantial acquisition of shares or voting rights. 3. (1) No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.

Power to issue directions. 32.(1) Without prejudice to its powers under Chapter VIA and section 24 of the Act, the Board may, in the interest of investors in securities and the securities market, issue such directions or any other order as it deems fit under section 11 or section 11B or section 11D of the Act, including,— (a)………… (f) directing the acquirer to make an open offer for acquiring shares of the target company at such offer price as determined by the Board in accordance with these regulations; ……………. (h) directing the acquirer who has failed to make an open offer or has delayed the making of an open offer, to make the open offer and to pay interest at such rate as considered appropriate by the Board along with the offer price; ………….”

7. I note that the Noticee no. 13 in his reply has submitted that he is merely a bona fide buyer of 15075 shares of SDFC and that merely by virtue of business connection with certain persons/companies in the normal course of business, he cannot be held to be a PAC. I do not find merit in this submission because of the reasons stated in this para and paras 8 and 9. From the above Table no:1 on connection of the entities, as provided to the Noticees as Annexure 1 to the SCN, it is observed that the Noticee No. 13 (Jigar Mahesh Shah) has common contact number with Noticee no. 5 (Neha Patel) and Noticee no. 8 (Chirag D. Shah) as per the Noticee’s Know Your Client (KYC) documents. Further, it is observed that Noticee No. 5 (Neha Patel) has the same email ID with Noticee No. 2 (Nilesh Palande) and has entered into fund transfers/receipts with Noticee No. 2 (Nilesh Palande) and Noticee No. 1 (Stardom Trading Co. Pvt. Ltd). It is also observed that Noticee No. 2 (Nilesh

Palande) has common contact number with Noticee No. 1 (Stardom Trading Co. Pvt. Ltd). Noticee no. 8 (Chirag D. Shah, with whom Noticee no. 13 has common contact number) has the same email ID with Noticee No. 1 (Stardom Trading Co. Pvt. Ltd). I find that the Noticee no. 13 in his reply dated March 13, 2019, has not denied or disputed this connection with Noticee no. 5 and 8.

8. Further, from Annexure 1 to the SCN, it was observed from the bank statement enclosed with the KYC held with Axis Bank, Borivali (W) Branch, that Noticee no. 13 had transferred/received funds from/to Notice no. 6 (Sonal International Ltd) and Noticee No. 1 (Stardom Trading Co. Pvt. Ltd). It is observed in the SCN that Noticee no. 13 had transferred Rs. 5,683/- to Noticee no. 1 and had also received Rs. 13,15,000/- from the Noticee no. 1. I find that the Noticee in its reply dated March 13, 2019, has not denied or disputed the transfer/receipt of such funds from Noticee no. 1, nor has he submitted any satisfactory explanation for the transfer/receipt of such funds.

9. I note that in the reply dated March 13, 2019 filed by the Noticee no. 13, he has initially submitted that “I was bonafide purchaser of 15075 (only 0.15% holding of total holding of the said company) equity shares of the said company and I had only financial relationship with the M/s Stardom Trading Co. being sub broker in the share market”. He then further goes on to submit that “…….and merely by virtue of business connection with certain persons/companies in the normal course of business as stated in Sr. no. 14 of list of basis of connection, I cannot be held as PAC……..”. From the above, I observe that the Noticee first states that he has had financial relationship only with Noticee no. 1 (Stardom Trading Co. Pvt. Ltd) but later does not deny that he has transferred/received funds from/to Noticee no. 6 (Sonal International Limited). Hence, I observe that the Noticee has not made any satisfactory explanations on the transfer of funds with Noticee no. 1 (Stardom Trading Co. Pvt. Ltd) and Noticee no. 6 (Sonal International Limited), nor has he specifically denied the said transfer of funds with the said Noticees as alleged in the SCN.

10. The Noticee no. 13, for the purpose of disputing that he was not part of the PAC as alleged in the SCN, has laid reference to the Hon’ble SAT order dated February 09, 2010 in the matter of M/s Triumph International Finance India Ltd vs. SEBI. The Noticee has submitted that the Hon’ble Tribunal was of the opinion that there must be a formal or informal agreement or understanding among the persons which can be treated as PAC and the sole purpose of said formal or informal agreement or understanding among those persons must be to only acquire the shares of target company to get the undue benefit. That even the business relationships among the persons and certain monetary transactions among the persons due to plain business transactions cannot lead to acquire the shares of target company and this such business activities cannot be treated as activities to acquire the shares of the target company as a PAC. The Noticee has further submitted that the above cited opinion regarding PAC has been given in similar other cases such as Modipon Ltd vs. SEBI and Honorable SC order dated July 08, 2010 in the matter of Daiichi Sankyo Co. Ltd vs Jayaram Chigurupati and Others.

11. In this regard, I observe that in the matter of M/s. Triumph International Finance India Ltd vs. SEBI, relied upon by the Noticee, the Hon’ble Tribunal had held that close business association between two or more persons does not by itself make them PACs and would only mean association between the companies. The Hon’ble Tribunal had come to a finding that the company was not under the control of Ketan Parekh but were only closes associates. I find that the facts in the matter of M/s Triumph International Finance India Ltd vs. SEBI are different from the present case, as in the present case, it is not a situation where the Noticee is just a close associate of Stardom or Nilesh Palande. In the present matter, I observe from Table: 1 above that the Noticees are not merely associated entities but are connected to each other with common phone numbers, email IDs and addresses, thereby establishing that they are part of a group and under the control of Noticee no. 2 (Nilesh Palande). The fact that the Noticees have common phone numbers, email IDs and addresses with Noticee no. 2 (Nilesh Palande), would establish that they are part of a group that is being controlled by Noticee no. 2 (Nilesh Palande). Further, the violations in the matter of M/s Triumph International Finance India Ltd vs. SEBI pertain to provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. In the Triumph International matter, the main person through whom common connection was alleged had himself not acquired the shares, whereas, in the present case, the Noticee no. 2 (Nilesh Palande) is also an acquirer with the other Noticees including Noticee no. 13. Hence, I find that reliance placed upon the matter of M/s Triumph International Finance India Ltd vs. SEBI is untenable in the facts and circumstances of the case.

12. I observe that all the Noticees have either common phone numbers, email IDs or addresses with Noticee no. 2 (Nilesh Palande) or have him as their Nominee and they all acquired the shares of SDFC. I note that none of the other Noticees have filed any reply disputing the relationship/connection between the Noticees. It is not that the Noticees are closely associated entities, but are entities that are clearly connected to each other through a common person who is in control of all the Noticees. I find that the Noticees are not just associated with one another but are under the control of Noticee no. 2 (Nilesh Palande) and all of them acquired shares of SDFC, therefore, their common objective to acquire shares of SDFC, is established. Hence, in the given facts and circumstances, I find that the Noticees were persons acting in concert with the common objective for substantial acquisition of shares in SDFC.

13. Noticee no. 13 in its reply has relied on the order of Hon’ble SAT in the matter of Modipon Ltd. Vs. SEBI, (Order dated July 31, 2001 in Appeal No. 34/2001) to contend that in this case, Hon’ble SAT has followed its order in the Triumph International Ltd. Vs. SEBI wherein it was held that mere business connection/dealings/transaction between the persons are not sufficient to term such persons as PACs. In this regard, I note that Hon’ble SAT was dealing with the question whether a promoter who is selling his share can be termed as PAC with other promoters of the company for the purchase of shares made by them. The said issue was examined by the Hon’ble SAT in order to determine whether such a seller promoter would be entitled to participate in the open offer to be made by the acquiring promoters of company. In that context, Hon’ble SAT held that a seller of shares cannot be considered as person acting in concert with the acquirer promoters. Hon’ble SAT also held that persons acting in concert must have a common objective/purpose to cooperate by acquiring or agreeing to acquire, shares, voting rights or control in the target company. In the present case, Noticee no. 13 has not sold shares rather he has acquired shares with common objective to acquire shares, with other Noticees, during the investigation period which took the shareholding of Noticees in the target company from 0.45% to 30.12%. Therefore, the facts of the present case are different.

14. Noticee no. 13 has also contended that Hon’ble Supreme Court also in Daiichi Sankyo Co. Ltd. Vs. Jayaram Chigurupati and Others (2010) 7 SCC 449 followed the principle laid down by Hon’ble SAT in the matter of Triumph International Ltd. Vs. SEBI, as stated above. In this regard, it is noted that in the said judgment, Hon’ble Supreme Court was dealing with the scope of deemed PAC as given under Regulation 2(1)(e)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. However, Hon’ble Supreme Court also made observations regarding definition of “PAC” as given under Regulation 2(1)(e)(i) also, as under:

“…………………. The idea of "persons acting in concert" is not about a fortuitous relationship coming into existence by accident or chance. The relationship can come into being only by design, by meeting of minds between two or more persons leading to the shared common objective or purpose of acquisition of substantial acquisition of shares etc. of the target company. It is another matter that the common objective or purpose may be in pursuance of an agreement or an understanding, formal or informal; the acquisition of shares etc. may be direct or indirect or the persons acting in concert may cooperate in actual acquisition of shares etc. or they may agree to cooperate in such acquisition. Nonetheless, the element of the shared common objective or purpose is the sin qua non for the relationship of "persons acting in concert" to come into being…….”

Therefore, in the aforesaid judgment, Hon’ble Supreme Court held that there must be common objective or purpose to co-operate by acquiring or agreeing to acquire shares, voting rights or control in the target company. Such objective or purpose is present in the case, as mentioned in the aforesaid paras.

15. In view of the above facts and circumstances, I find that the Noticees including Noticee no. 13 are PACs and have acquired the shares of SDFC during the investigation period which took their shareholding from 0.45% to 30.12% and thus crossed the shareholding limit of 25% specified under Regulation 3(1) of the SAST Regulations, 2011, as on October 19, 2012, as under:

Table: 7 Date when the Name of the PAC entity Acquisition Cumulative holding disclosure/open Quantity of the PACs on the offer date of regulation obligations was triggered triggered 11-Jun-12 Dadima Capital (P) Ltd. 37500 5.25%

17-Aug-12 Parag Chandrkant Shah 10000 7.33% 27-Aug-12 Jayshree Shankar Bhosle 19999 9.51% 30-Aug-12 Jigar Mahesh Shah 10000 12.08% 04-Sep-12 Jigar Mahesh Shah 75 14.20% 12-Sep-12 Parag Chandrkant Shah 20 16.39% 17-Sep-12 Parag Chandrkant Shah 10535 19.01% 26-Sep-12 Jayshree Shankar Bhosle 5000 21.12% 12-Oct-12 Kirti Kantilal Mehta 5000 23.35% 19-Oct-12 Parag Chandrkant Shah 25000 25.52% 30-Oct-12 Chirag Dineshkumar Shah 23800 27.73% 19-Nov-12 Neha Bipin Patel 43379 30.12%

16. In this regard reference may also be made to the observations made by the Hon’ble Supreme Court in the matter of Nirma Industries Ltd. vs SEBI (2013) 8 SCC 20 which is as under:

"42. A conspectus of the aforesaid Regulations would show that the scheme of the Takeover Code is (a) to ensure that the target company is aware of the substantial acquisition; (b) to ensure that in the process of the substantial acquisition or takeover, the security market is not distorted or manipulated and (c) to ensure that the small investors are given an option to exit, that is, they are offered a choice to either offload their shares at a price as determined in accordance with the takeover code or to continue as shareholders under the new dispensation. In other words, the takeover code is meant to ensure fair and equal treatment of all shareholders in relation to substantial acquisition of shares and takeovers and that the process does not take place in a clandestine manner without protecting the interest of the shareholders................................ “

17. Further, regarding the open offer requirement under Regulation 10, 11 and 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, Hon’ble SAT in the matter of Nirvana Holdings Private Limited vs. SEBI (Order dated September 08, 2011 in Appeal No. 31/2011) made certain observations which equally applies to open offer obligations incurred under Regulation 3(1) of the SAST Regulations, 2011 also. Said observations are as under:

“…It must be remembered that whenever an acquirer violates Regulation 10, 11 or 12 of the takeover code by not making a public announcement, he should be directed to comply with the provision by making a public offer. The words “unless such acquirer makes a public announcement” appearing in Regulations 10 and 11(1) make these provisions mandatory and a public announcement has to be made. Similar words appear in Regulation 12 as well. These provisions make the acquisition conditional upon a public announcement being made. The primary object of the takeover code is to provide an exit route to the public shareholders when there is substantial acquisition of shares or a takeover. This right to exit is an invaluable right and the shareholders cannot be deprived of this right lightly. It is only when larger interest of investor protection or that of the securities market demands that this right could be taken away. Therefore, as a normal rule, a direction to make a public announcement to acquire shares of the target company should issue to an acquirer who fails to do that. The Board need not give reasons as to why such a direction is being issued because that is the mandate of Regulations 10, 11 and 12. However, if the issuance of such a direction is not in the interest of the securities market or for the protection of interest of investors, the Board may deviate from the normal rule and issue any other direction as envisaged in Regulation 44 of the takeover code. In that event, the Board should record reasons for deviation………..."

18. I note that in the facts and circumstances of the present case direction to make public announcement in terms of Regulation 3(1) of SAST Regulations, 2011 would be in the interest of the public shareholders of SDFC as well as the securities market. I observe that Regulation 3(1) of SAST Regulations, 2011, triggered on October 19, 2012 when Noticee no. 12 – Parag Chandrkant Shah acquired 25000 shares of SDFC while acting in concert with other Noticees which increased the shareholding of the Noticees in the target company to 25.52% as shown in para 15 above, for which Noticees were required to make a public announcement within the time specified in Regulation 13 (2)(a) of SAST Regulations, 2011 (i.e. prior to placing of purchase order with broker) which they have failed to make. Had the Noticees made public announcement at the time of trigger of Regulation 3(1) of SAST Regulations, 2011 on October 19, 2012, investors would have got the exit opportunity at that time. Therefore, Noticees are liable to pay interest, as per Regulation 32(1)(h) of SAST Regulations, 2011, on the consideration payable to investors who tender their shares in the open offer to be made by the Noticees, in accordance with the SAST Regulations, 2011. As held by the Hon’ble Supreme Court in Clariant International Ltd. & Anr. Vs. SEBI (2004) 8 SCC 524, such interest is payable to only those shareholders who were holding shares of a target company as on the date of the trigger of the regulations and tender their shares in the open offer.

DIRECTIONS:

19. In view of the above, I, in exercise of the powers conferred upon me under Sections 11B read with Section 19 of the SEBI Act, 1992 and Regulation 32(1)(f) and 32(1)(h) of SAST Regulations, 2011, hereby direct that,- a) The Noticees shall make a public announcement to acquire shares of the target company in accordance with Regulation 3(1) of SAST Regulations, 2011, within a period of 45 days from the date of this order;

b) The Noticees shall along with the offer price, pay interest at the rate of 10% per annum, for the period starting from the date when the Noticees incurred the liability to make the public announcement and till the date of payment of consideration, to the shareholders who were holding shares in the target company on the date of violation and whose shares are accepted in the open offer, after adjustment of dividend paid, if any.

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

21. A copy of this Order shall be forwarded to the Noticees, recognized stock exchanges and depositories for necessary action.

Sd/ Place: Mumbai ANANTA BARUA Date: October 17, 2019 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA