Order in the matter of IPO of PG Electroplast Ltd

UNDER SECTION 11(1), 11(4), 11A AND 11B OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN THE MATTER OF INITIAL PUBLIC OFFERING (IPO) OF M/s PG ELECTROPLAST LTD. (PGEL) AGAINST PGEL, ITS DIRECTORS, MERCHANT BANKER M/s ALMONDZ GLOBAL SECURITIES LTD. AND OTHERS

1. Background 1.1. PG Electroplast Ltd. (hereinafter referred as ‘PGEL’) came out with its Initial Public Offering (IPO) for issue of 57,45,000 equity shares of face value ` 10/-each through 100% book building process. The IPO was graded by CARE and was assigned Grade 3, indicating average fundamentals. The price band of the issue was ` 190 to ` 210 per equity share and the bid period of the IPO was from September 07, 2011 to September 12, 2011 (both days inclusive). The issue price of the IPO was at a price of ` 210 per equity share, aggregating to approx. ` 120.65 crores. Category wise allotment details are as under:

Table No. 1 Category No. of shares offered No. of No. of shares No. of shares Subscripti allottees applied allotted on Ratio QIB not more than 28,72,500 6 28,22,550 28,22,550 0.98 NII not less than 8,61,750 28 15,72,990 8,76,735 1.83 Retail not less than 20,10,750 4,063 32,21,760 20,45,715 1.60 Total 57,45,000 4,097 76,17,300 57,45,000 1.33

1.2. The QIB category was under subscribed by 49,950 shares, out of which 34,965 shares were allotted in the retail category and 14,985 shares were allotted in the NII category.

1.3. The scrip wwas listed aat NSE andd BSE on SSept 26, 20011. On thee date of lissting, the scrip oopened at `` 215 at NSSE, increaseed to intra-dday high off ` 484.4 (NNSE) and closedd at ` 415.3 i.e. almoost double the issue price of ` 210. A tottal of 6,92,61,3550 shares (aapprox. 12 times the isssue size) wwere tradedd on the daate of listing acrooss both the exchanges (NSE and BSE). OOn the nexxt day (Seppt 27, 2011) the scrip opened at ` 4500 at NSE, ttouched ann intra-day high of ` 4498.4 and closedd at ` 483.22, i.e. approox 16% higher than prrevious closse price. A total of 1,21,444,815 sharres were traded on Sept 27, 2011 accross both the exchangess. The pricee of the scrrip decreassed on the next 6 tradding days aand it closed at `` 212.3 on Oct 05, 20011. The cloosing pricee of shares of PGEL aas on Dec 19, 20011 was ` 2207 per shaare. The graaphic depicction of the closing pricce as well as traaded volummes during the period Sept 26, 22011 - Oct 05, 2011 iis as under:

CChart No. 1

2. Detaails of BID and Major Allottees: 2.1. The details of bids placed in the IPO oof PGEL at ` 210 annd which wwere subsequenntly rejectedd / withdrawn / chequue returnedd etc. weree analyzed. The details are as under:

Tablee No. 2

Application Details Details of Technical Rejection / Withdrawals after close of bid / Cheque Return/ Amount not blocked in ASBA Category Total no. of No. of shares No. of No. of Reason applications applied applications shares received at ` 210 rejected QIB 6 2822550 NIL NIL NIL NII 28 15,72,990 NIL NIL NIL Retail 4297 3302460 25 13230 Technical Rejection 63 50610 Cheque Return 1 30 Amount not blocked in ASBA NIL NIL Withdrawals after close of bid

2.2. From the above table, it is noted that there were no withdrawals/ rejections in the QIB and NII category. In the retail category, a total of 25 applications for 13,230 shares were rejected for technical reasons and 63 applications for 50,610 shares were rejected for cheque return and 1 application was rejected with comments ‘Amount not blocked’ in ASBA.

2.3. Day-wise bidding details in the IPO of PGEL are as below:

Table No. 3 Bids of Retail at ALL BIDs BIDs at ` 210 Bids of QIBs at ` 210 Bids of NIIs at ` 210 `210 No. of No. of No. of No. of No. of No. of No. of No. of No. of No. of Date appl. shares appl. shares appl. shares appl. shares appl. shares 07 Sept 2011 26 8670 22 8490 NIL NIL NIL NIL 22 8490 08 Sept 2011 101 1422870 85 1422090 2 1190490 1 210000 82 21600 09 Sept 2011 154 1848330 143 1847550 4 1632060 2 135000 137 80490 12 Sept 2011 4142 4657620 4081 4419870 NIL NIL 25 1227990 4056 3191880 Total 4423 7937490 4331 7698000 6 2822550 28 1572990 4297 3302460 2.4. It is observed from the above table that 2 QIBs had made their bidding on September 08, 2011 and the other 4 QIBs had made their bidding on September 09, 2011. In the NII category, 25 out of the 28 allottees had made their bids on September 12, 2011 (last day of bidding). In the retail category, out of total of 4297 applications made at ` 210, 4056 applications were made on the last day of the bidding.

QIBs:

2.5. The details of the QIBs, allotments to them and sale by them during the first 3 days from the date of listing (i.e. Sept 26 till Sept 28, 2011) are as under:

Table No. 4 No. of shares No. of shares sold (net sale) No. of No. of sold (net during the Shares Shares sale) on the first 3 days Applied allotted day of listing from the date PAN Name of entity in the IPO in the IPO of listing INDIA MAX INVESTMENT FUND AABCI5500R LIMITED 738090 738090 0 0 AFRASIA BANK LIMITED A/C LEMAN AABCL8363M DIVERSIFIED FUND 629820 629820 0 75193 SPARROW ASIA DIVERSIFIED AANCS3131Q OPPORTUNITIES FUND 560670 560670 0 33731 THE ROYAL BANK OF SCOTLAND N.V., AACCA6818K (LONDON) BRANCH 441630 441630 441630 441630 SILVERSTREAK ASSET MANAGEMENT COMPANY LIMITED A/C GROVSNOR AADCG9900H INVESTMENT FUND LTD 238080 238080 0 0 AAECP3528P PRIME INDIA INVESTMENT FUND LTD 214260 214260 0 0

2.6. It is observed from the above that 1 QIB namely ‘The Royal Bank of Scotland N.V., (London) Branch’ (PAN: AACCA6818K) was allotted 4,41,630 shares and it had sold all the allotted shares on the day of listing.

NIIs

2.7. The details of 28 NIIs, allotments to them and their trading during the first 3 days from the date of listing are as under:

Table No. 5 No. of No. of shares No. of No. of shares Shares sold (net sale) Shares sold (net PAN Name of entity allotted during the first 3 Applied sale) on the in the days from the in the IPO day of listing IPO date of listing AAACI2044K INVENTURE GROWTH & SECURITIES LTD 476100 265362 0 0 AAFCM4704R M/S M J COMMODITIES PVT LTD 210000 117047 ‐115000 ‐105000

AAACA9493L ASIAN MARKETS SECURITIES PVT LTD 119010 66333 66333 66333 AJCPS9114N DINESH JAGMOHANDAS SHAH 119010 66333 66333 66333 AAHCS9716P STC SECURITIES PVT.LTD 96000 53507 0 0 AACCS1443G SUN FINLEASE (GUJRAT) LTD 95250 53089 53089 53089 AAACZ1117A ZAVERI FINSTOCK PVT LTD 47610 26537 26537 26537 AACCC7137M CLEVER CONSULTANTS PVT LTD. 47610 26537 26537 26537 SUNLIGHT FINANCIAL ADVISORY PVT AALCS4533N LTD. 39000 21737 0 0 MANGALKARI STOCK MANAGEMENT AAFCM5849K 31830 17741 0 17741 PRIVATE LIMITED AADCC6173C CHIN INFO TECH PVT LTD 30000 16721 10000 ‐6000 AAFHS6477Q ASHIT NALINBHAI SHAH 28590 15935 15935 15935 ABMPB3580D LOPA SAUMIL BHAVNAGARI 28560 15918 15918 15418 AABPJ7112M BAHADURLAL JAIN 25050 13962 0 13962 ABPPJ7134E VANMALA JAIN 25050 13962 0 13962 ACCPG9489R MR SUBHASH KUMAR GUPTA 21000 11705 11705 11705 AEKPB4078D MRS INDIRA SANJAY BAXI 19980 11136 11136 11136 BCBPS6737A ASHWINBHAI SURENDRABHAI SHETH 19020 10601 10601 10601 AEQPS9741G NALIN RAMANIKLAL SHAH 18570 10350 10350 10350 AGLPK0520E MR. KAMAL KUMAR KABRA 15300 8528 8528 8528 AHNPR8246F MOHIT SINGH RAGHAV 12000 6688 6688 6688 AEKPB3104N INDRA KUMAR BAGRI 9990 5568 5568 5568 PUSHPA HIRACHAND JAIN ACBPJ8392D 9300 5184 5184 5184 AEGPS6640N SANGHVI PRIYLATABEN PRAFULKUMAR 7710 4298 4298 4298 AKVPS6260K SANGHVI PINABEN SHAILESHKUMAR 7710 4298 4298 4298 AATPC6034D HARDIK M. CHOKSI 6000 3344 3344 3344 AAECS4092F SUVRIDHI CAPITAL MARKETS LTD 4740 2642 2642 2632 ATTPB0668B MISS. SHIKHA BAXI 3000 1672 1672 1672 Sum of Sale made by NIIs (Excluding the net purchases made) 1572990 876735 366696 401851

2.8. It is noted that 21 out of 28 NIIs had sold their allotted shares on the day of listing, out of which 20 had sold their entire allotted quantities on the first day of listing (3,49,975 shares). Chin Info Tech Pvt. Ltd. (Chin Info) had sold 10,000 shares out of 16, 721 shares allotted to it. It is however observed that Chin Info had purchased 16,000 shares during the next 2 days (Sept 27 and 28, 2011) and thus on net basis it had purchased 6,000 shares during Sept 26 - 28, 2011. Out of the 28 NIIs, two of them namely M J Commodities Pvt. Ltd. (MJC) and Chin Info were the net buyers at the end of the first 3 days of trading. It has been seen that funds were routed from PGEL to MJC, Chin Info and Sunlight

Financial Advisory Pvt. Ltd. (Sunlight) through different companies and the details have been dealt later in this order. Further, Sunlight had not sold any shares during the first 3 days from the date of listing.

2.9. From the bank account statement of MJC (Account number – 09582650004567 with Kotak Mahindra bank), it is noted that its account was debited with ` 2,45,79,870 on Sept 20, 2011 for 1,17,047 shares allotted to it in the IPO. It is however noted that it had received a net of ` 25 lakhs from Saptrishi Suppliers Pvt. Ltd. (Saptrishi) during September 08-17, 2011 (Saptrishi had given ` 50 lakhs on Sept 08, 2011 and had received back ` 25 lakhs on Sept 17, 2011) and ` 61 lakhs from Raw Gold Securities Pvt. Ltd. (Raw Gold) on Sept 09, 2011. It is also noted that MJC was also the net buyer on the day of listing and it had received ` 2.5 crores from Raw Gold which was routed to its broker for the purchases made by MJC on the day of listing. The roles of Saptrishi and Raw Gold in diverting/ routing the proceeds of the IPO have been detailed later in this order.

2.10. From the bank account statement of Chin Info (Account number – 01432320014984 with HDFC Bank), it is noted that its account was debited with ` 35,11,410 on Sept 20, 2011 for 16,721 shares allotted to it in the IPO. It is noted that Chin Info had received ` 94 lakhs from Wonder Vincom Pvt. Ltd. (Wonder Vincom) on September 07, 2011. The role of Wonder Vincom in diverting/ routing the funds from PGEL has been detailed later in this order.

2.11. From the bank account statement of Sunlight (Account number 32205470886 with Standard Chartered Bank), it is noted that its bank account was debited with ` 45,64,770 on Sept 20, 2011 for the 21,737 shares allotted to it in the IPO. Sunlight had received a total of ` 1.31 crores from 4 connected entities (` 25 lakhs from Frontier Tradecom Pvt. Ltd. on Sept 09, 2011, ` 25 lakhs from Fantasy Dealcom Pvt. Ltd. on Sept 09, 2011, ` 25 lakhs from Shivbhumi Tradelink Pvt. Ltd. on Sept 10, 2011 and ` 56 lakhs from Strongwell Commodeal Pvt. Ltd. on Sept 09, 2011) and ` 80 lakhs from Pearl Dealers Pvt.

Ltd. (` 40 lakhs on Sept 10, 2011 and ` 40 lakhs on Sept 12, 2011). It is noted that funds were routed from PGEL to Pearl Dealers Pvt. Ltd. and the details have been brought out later in this order.

2.12. The bids of all the 3 entities viz. MJC, Chin Info and Sunlight were placed through the broker Almondz Global Securities Ltd. (Almondz).

2.13. The bids of 11 NIIs were placed through Almondz, which is also the Book Running Lead Manager (BRLM) of the IPO of PGEL and registered as a merchant banker with SEBI, for a total of 16,95,270 shares. The list of the NIIs and their details are as below:

a) Inventure Growth & Securities Ltd, M. J. Commodities Pvt. Ltd., STC Securities Pvt. Ltd. and Sunlight Financial Advisory Private Ltd. had placed through Almondz from Mumbai and their bids were placed at BSE.

b) Subhash Kumar Gupta and Mohit Singh Raghav had placed their bids through Almondz from Delhi and their bids were placed at BSE.

c) Chin Info, Bahadurlal Jain, Vanmala Jain, Indira Sanjay Baxi and Shikha Baxi had placed their bids through Almondz from Mumbai and their bids were placed at NSE.

3. Objects of the IPO and Utilization of Proceeds 3.1. The Red Herring Prospectus (RHP) filed by PGEL was dated August 17, 2011 and the Prospectus of PGEL was dated September 14, 2011. The objects of the issue as per Prospectus dated September 14, 2011 filed by PGEL are as under:

Table No. 6 Sr. No. Particulars Amount (` in lakhs) 1 Prepayment of the portion of term loan and line of credit facility proposed to be 2410 availed by our Company for the expansion under Phase I 2 Expansion of our manufacturing facility at Unit III, Greater Noida under Phase II 1383.76

3 Expansion of our manufacturing facility at Unit IV, Ahmednagar under Phase II 3,730.53 4 Meeting long term working capital requirements 1,500.00 5 General corporate purposes 2,139.47 6 Issue Expenses 900.74 Total 12064.50

3.2. PGEL has further mentioned in its Prospectus that the aforesaid requirement of funds was proposed to be entirely financed by the Issue proceeds which was ` 12064.50 lakhs.

3.3. Out of total issue proceeds of approx. ` 120.64 crores, ` 113.35 crores was received in the bank account of PGEL, ` 7.07 crores to the BRLM Almondz and ` 0.22 crores to Hem Securities ltd. (syndicate member of the IPO).

3.4. It is noted that out of the aforesaid ` 113.35 crores, PGEL had received a total of ` 110.91 crores during September 22- 27, 2011 and the remaining ` 2.44 crores on October 20, 2011. The details of proceeds of IPO received during Sept 22 - 27, 2011 are as under:

i. It is noted from the bank account statement of PGEL (Account Number – 911020048073676 with Axis Bank Ltd.) that ` 104.41 crores was credited from the proceeds of the IPO on September 22, 2011 (` 90 crores was credited from the Axis Bank Escrow account, ` 13.86 crores were credited from the Yes Bank Escrow account and ` 0.55 crores was credited from the Kotak Mahindra Escrow account). On the same day, PGEL had made the following payments/ fund transfers valued more than ` 1 crore each:

• ` 28.75 crores to Jainex Securities Pvt. Ltd., • ` 15.65 crores to Prraneta Industries Ltd., • ` 5 crores to Sambhav Commotrade Pvt. Ltd., • ` 2 crores to Agarwal Holdings Ltd., • ` 7 crores to Raw Gold Securities Pvt. Ltd., • ` 10 crores to Saptrishi Suppliers Pvt. Ltd.,

• ` 10 crores to Wattkins Commerce Pvt. Ltd., • ` 3 crores to Eastern Resorts Pvt. Ltd., and • ` 2.82 crores to J Kumar Infraprojects Ltd. ii. On the next day i.e. Sept 23, 2011, PGEL had made payments/ fund transfers of ` 2.3 crores to Eastern Resorts Pvt. Ltd.

iii. PGEL received another ` 5 crores on September 23, 2011 in its bank account number 911020048073676 with Axis Bank Ltd. from the proceeds of the IPO and on the same day it had transferred/ paid ` 5 crores to Saptrishi Suppliers Pvt. Ltd.

iv. PGEL had received ` 1.5 crores in its bank account number 911020048073676 with Axis Bank Ltd. from the proceeds of the IPO and on September 27, 2011 it had made payments of ` 10 crores to Saptrishi Suppliers Pvt. Ltd.

3.5. Thus, a total of ` 110.91 crores was received by PGEL in its bank account number 911020048073676 with Axis Bank Ltd. from the proceeds of the IPO during Sept 22 - 27, 2011 and during the same period it had made payments/ fund transfers, valued Rs 1 crore or more each, as tabulated below:

Table No.7 S. No. Name of entity Total Amount Reasons for payments as stated by PGEL paid (`) during investigation 1 Jainex Securities Pvt. Ltd. 28.75 crores Repayment of ICD taken prior to IPO 2 Saptrishi Suppliers Pvt. ltd. 25 crores Rs. 15 crores given as ICD and RS. 10 crores as advance for purchase of land. 3 Prraneta Industries Ltd. 15.65 crores Repayment of ICD taken prior to IPO 4 Raw Gold Securities Pvt. Ltd. 7 crores Given as ICD 5 Wattkins Commerce Pvt. Ltd. 10 crores Given as ICD 6 Eastern Resorts Pvt. Ltd. 5.3 crores Advance for purchase of land 7 Sambhav Commotrade Pvt. Ltd. 5 crores Advance for supply of machinery 8 J Kumar Infraprojects Ltd. 2.82 crores Advance for construction at Unit IV 9 Agarwal Holdings Ltd. 2 crores Repayment of ICD taken prior to IPO Total 101.52 crores

PRE – IPO (Dealings prior to receipt of IPO Proceeds)

4. Fund Transactions with Jainex Securities Pvt. Ltd., Prraneta Industries Ltd. and Agarwal Holdings Ltd. 4.1. It has been stated by PGEL, during the investigation, that it had taken Inter Corporate Deposits (ICDs) from Jainex Securities Pvt. Ltd. (Regd. Office at Guwahati), Prraneta Industries Ltd. (Regd. Office at Surat) and Agarwal Holdings Ltd. (Regd. Office at Mumbai) for a total of ` 46.40 crores (approx. 38.46% of the size of the IPO) and the same were returned from the proceeds of the IPO. It is further noted that apart from the above entities PGEL had taken ICDs from 3 other entities as well. These ICDs were taken from JRI Industries & Infrastructure Ltd. (about ` 1 crore), Vineet Capital Services Pvt. Ltd. (` 2 crores) and Jay Poly Chem (India) Ltd. (` 2.5 crores). As per the copy of ICD documents provided by PGEL, it is mentioned that the loan committee of PGEL in its meeting held on August 20, 2011 had resolved to take these ICDs. It is however noted that there is no mention of existence of such a loan committee in the RHP dated August 17, 2011, although other committees are mentioned.

Jainex Securities Pvt. Ltd.(Jainex)

4.2. The bank account statements of Jainex Securities Pvt. Ltd. having its registered office at Guwahati (Account No. 0173102000009058 with IDBI Bank) and other entities referred below were examined for August 01- November 15, 2011 period and the observations are as under:

i. Jainex Securities Pvt. Ltd. was having a credit balance of ` 10,000 as on August 01, 2011. From August 01, 2011 till August 22, 2011, there was no transaction in this bank account of Jainex Securities Pvt. Ltd.

ii. On Aug 23, 2011, Jainex Securities Pvt. Ltd. received ` 70 lakhs from M/s Speciality Papers Limited and on the same day it had transferred/paid ` 70 lakhs to PGEL.

iii. Jainex Securities Pvt. Ltd. received ` 180.50 lacs from Prraneta Industries Ltd. during Aug 23 - 24, 2011 and ` 39.50 lacs from Emporis Projects Ltd. on Aug 24, 2011. On the same day (Aug 24, 2011), Jainex Securities Pvt. Ltd. transferred/ paid ` 2.2 crores to PGEL.

iv. On Aug 25, 2011, Jainex Securities Pvt. Ltd. received ` 85 lakhs from Prraneta Industries Ltd. On Aug 26, 2011, Jainex Securities Pvt. Ltd. received ` 25 lakhs each from 4 entities namely Time Dealcom Pvt. Ltd., Risewell Tradelink Pvt. Ltd., Strongwell Commodeal Pvt. Ltd. and Frontier Tradecom Pvt. Ltd., ` 1.75 crores each from 2 entities namely Shivbhumi Tradelink Pvt. Ltd. and Cosmos Dealcom Pvt. Ltd., ` 70 lakhs from Alltime Distributors Pvt. Ltd. and ` 5 lakhs from Fantasy Dealcom Pvt. Ltd. Thus, a total of ` 6.1 crores was received by Jainex Securities Pvt. Ltd. during Aug 25-26, 2011 and the same amount of ` 6.1 crores was transferred/ paid by Jainex Securities Pvt. Ltd. to PGEL on Aug 26, 2011.

v. During Aug 27-29, 2011, Jainex Securities Pvt. Ltd. received ` 5 crores from Shivbhumi Tradelink Pvt. Ltd. and ` 3 crores from Cosmos Dealcom Pvt. Ltd. and Jainex transferred / paid ` 7.5 crores to PGEL on August, 29, 2011.

vi. During Sept 14 -15, 2011, Jainex Securities Pvt. Ltd. received ` 6.75 crores from Prraneta Industries Ltd., ` 2.5 crores from Emporis Projects Ltd., ` 2 crores from Cosmos Dealcom Pvt. Ltd. and ` 1.5 crores from Shivbhumi Tradelink Pvt. Ltd. Jainex Securities Pvt. Ltd. transferred / paid ` 12.25 crores to PGEL on September 15, 2011.

Refund – Movement of fund Post-IPO Proceeds vii. After receiving the refund of ` 28.75 crores from PGEL from the proceeds of the IPO on September 22, 2011, Jainex Securities Pvt. Ltd. transferred ` 10 crores to Chitravali Barter Pvt. Ltd., ` 10 crores to Kanishka Merchants Pvt. ltd., ` 3 crores to Prraneta Industries Ltd., ` 2.5 crores to Real Vyapaar Pvt. Ltd. and ` 2.5 crores to Entity Distributors Pvt. Ltd. The remaining amount of ` 75 lakhs received from PGEL from the proceeds of the IPO was transferred/ paid by Jainex Securities Pvt. Ltd. to Devchand M Shah.

viii. Kanishka Merchants received `10 crores from Jainex Securities Pvt. Ltd. on September 22, 2011 and on the next day (i.e. on Sept 23, 2011), it made payments/ transfers of ` 9.475 crores to Anand Projects Ltd. through 5 transactions. It is observed that Anand Projects Ltd. had in turn transferred/ paid the exact amount of ` 9.475 crores to ETL Infrastructure Finance Ltd on the same day i.e. September 23, 2011. On the next day, ETL Infrastructure Finance Ltd. used the money received from Anand Projects Ltd., which was routed from the proceeds of the IPO, to make the payments to its broker Destiny Securities Ltd. It is noted that ETL Infrastructure Finance Ltd. was the net buyer of 1 lakh shares on the day of listing. It is also noted that Future Zone Entertainment Pvt. Ltd. (Future Zone), having the same address as that of ETL Infrastructure Finance Ltd. (ETL) had also purchased 79,000 shares on the day of listing. Further Deepak Patwari is the common director in both the companies viz. Future Zone and ETL.

ix. In addition to above, from the proceeds of the IPO so received, ETL Infrastructure Finance Ltd. (ETL) had diverted/ routed ` 1.2 crores to 2 entities who were the net buyers of the shares of PGEL on the date of listing. ETL had, inter alia, made the following fund transfers/ payments:

a) ETL had paid ` 50 lakhs to Jasmine Dealcom Pvt. ltd. (Jasmine) on October 10, 2011 which was paid by Jasmine to its broker Indianivesh Securities Pvt. Ltd. on the same day towards the shares of PGEL purchased by Jasmine on the date of listing. b) ETL had paid ` 70 lakhs to Paradise Tradecom Pvt. Ltd. (Paradise) on October 10, 2011 which was paid by Paradise to its broker

Indianivesh Securities Pvt. Ltd. on the same day towards the shares of PGEL purchased by Paradise on the date of listing. x. It is noted that Cosmos Dealcom Private Limited (Cosmos), Time Dealcom Private Limited (Time Dealcom), Risewell Tradelink Private Limited (Risewell), Shivbhumi Tradelink Private Limited (Shivbhumi), Alltime Distributor Private Limited (Alltime), Frontier Tradecom Private Limited (Frontier) and Fantasy Dealcom Private Limited (Fantasy) are connected/ related to each other. The relationship/ connection is as under:

• The directors of Cosmos, Alltime and Fantasy are common viz. Rajesh Kumar Khanna and Vivek Jain. The directors of Shivbhumi and Frontier are same viz. Dipankar Sarkar and Vivek Jain. • Vivek Jain is also a director in Time Dealcom and Risewell. Sanjib Kumar Mondal is the common director of Risewell as well as Strongwell. • Shivbhumi, Frontier and Alltime are having the same address – ‘47, Shiv Thakur Lane, Ground Floor, Kolkata’. • Time Dealcom and Risewell are having the same address – ‘3A, Mangoe Lane, 4th Floor, Kolkata’. • The companies Cosmos, Fantasy and Time Dealcom were incorporated on the same day i.e. April 19, 2010 whereas the companies Shivbhumi, Risewell and Frontier were incorporated on the same day i.e. May 11, 2010. Strongwell was incorporated on May 08, 2010. • The e-mail IDs, as per database of MCA, for Shivbhumi, Fantasy, Time Dealcom, Risewell, Strongwell and Frontier is the same i.e. ko_kolkata@rediffmail.com.

xi. It is further noted that Jainex Securities Pvt. Ltd. had a credit balance of ` 10,000 as on October 21, 2011 and after that there have been no transactions in this bank account of Jainex Securities Pvt. Ltd. to November 15, 2011 (i.e. the last date upto which this Bank statement was examined).

xii. It is noted that Jainex Securities Pvt. Ltd. was acting only as a layer or conduit so as to route funds from various entities to PGEL and from PGEL to various entities.

xiii. Jainex Securities Pvt. Ltd. is a NBFC having Paid up capital of approx ` 2.99 crores and total ‘Reserves and Surplus’ of approx. ` 43.13 crores.

xiv. It is noted that Prraneta Industries Ltd. was having an agreement with PGEL to place ICDs with PGEL and it has also routed funds to PGEL through Jainex Securities Pvt. Ltd. Thus, PGEL had borrowed money by way of ICD from Prraneta Industries Ltd. directly as well as through Jainex. The role of Prraneta Industries Ltd. has been detailed later in this order.

xv. The movement of funds has been depicted as under:

Emporis Fantasy Alltime Cosmos Projects Dealcom# Distributors# Time Shivbhumi Dealcom# Dealcom# Tradelink# 70 lakhs Risewell 25 lakhs 6.75 crores Tradelink# 2.895 crores 5 lakhs 8.25 crores Prraneta 25 lakhs 9.405 crores Strongwell Jainex Securities Pvt. Ltd. Commodeal 25 lakhs Speciality 70 lakhs # papers 28.75 crores 25 lakhs Frontier PGEL Tradecom# 28.75 crores Jainex Securities Pvt. Ltd.

10 crores 75 lakhs Devchand 3 crores 10 crores 2.5 crores 2.5 crores M Shah Real Chitravali Prraneta Kanishka Entity Vyapaar Barter Industries Merchants Distributors BROKER for purchasing 9.475 crores shares of PGEL 1.5 crores ETL Infrastructure Anand Finance Ltd. Jasmine & Projects Ltd. Paradise for 9.475 crores 1.2 crores buying shares of PGEL

# ‐ connected entities

Prraneta Industries Ltd. 4.3. Prraneta Industries Ltd. (Prraneta) is a listed company and its scrip is listed at BSE. As per the details at BSE’s website, Prraneta is into Finance (including NBFCs) and the directors of Prraneta Industries Ltd. are Omprakash Khandelwal, Subramanya Kusnur, Jils Raichand Madan, Jyoti Munver, Kiran Dilip Thakore and Manish Bhupendra Thakkar. As per Profit & Loss account of Prraneta for the year 2010-11, it is noted that Prraneta had total sales income of ` 275.2 crores and net profits of ` 2.9 crores. The closing price of the scrip of Prraneta as on December 07, 2011 was ` 1.43.

4.4. The bank account statement of Prraneta (A/c No. – 500011038946 with ING Vysya Bank) was examined and the details are as under:

i. Prraneta Industries Ltd. received ` 1.9 crores from Puspanjali Trading Pvt. Ltd. and ` 3.95 crores from Wonder Vincom Pvt. Ltd. on September 16, 2011. On the same day, Prraneta Industries Ltd. transferred / paid ` 5.85 crores to PGEL.

ii. Prraneta Industries Ltd. received ` 4 crores from Wonder Vincom Pvt. Ltd. on September 19, 2011 and on the same day Prraneta Industries Ltd. made payments/transfers of ` 4 crores to PGEL.

iii. Prraneta Industries Ltd. received ` 2.8 crores from Saptrishi Suppliers Pvt. ltd. on September 21, 2011 and on the same day Prraneta Industries Ltd. made payments/ transfers of ` 2.8 crores to PGEL.

iv. Prraneta Industries Ltd. received ` 3.58 crores from Transcomm Ltd. on September 21, 2011 and on the same day Prraneta Industries Ltd. transferred / paid ` 3 crores to PGEL.

v. PGEL refunded a sum of ` 15.65 crores to Prraneta Industries Ltd. on September 22, 2011. Prraneta Industries Ltd. had also received ` 3 crores from PGEL routed through Jainex Securities Pvt. Ltd. Out of total of `18.65 crores received by Prraneta Industries Ltd. from the proceeds of the IPO, ` 8 crores was paid to Saptrishi Suppliers Pvt. ltd. The role of Saptrishi Suppliers Pvt. Ltd. in diverting the proceeds of the IPO of PGEL to the Net Buyers on the first day of listing has been discussed later in the order. Further, ` 4.9 crores was transferred/ paid by Prraneta Industries Ltd. to Dhanus Technologies Ltd. and ` 5 crores was paid to Avance Technologies Ltd. on the same day i.e. September 22, 2011. Dhanus Technologies had received ` 4.9 crores on September 22, 2011 and on the same day it had made transfers/ payments of ` 2.5 crores to Stride Infracon Pvt. Ltd. and ` 2.4 crores to Platinum Finleasing and Infra Development Private Limited. Avance Technologies Ltd. had received ` 5 crores on September 22, 2011 and on the same day it had transferred/ paid to Stride Infracon Pvt. Ltd. The movement of funds has been depicted as under: Transcomm Puspanjali Wonder Saptrishi Ltd Trading Vincom Suppliers 7.95crores 2.8 crores 1.9 crores 3.58 crores Prraneta Industries Ltd. 15.65 crores PGEL 18.65 (15.65 crores + 3crores routed through Jainex) Prraneta Industries Ltd.

5 crores 4.9 crores 8 crores Avance Dhanus Saptrishi Technologies Technologies Suppliers

5 crores 2.5 crores 2.4 crores 8 crores

Stride Infracon Pvt. Ltd. Platinum Finleasing and Net Buyers on Sept 26, 2011 Infra Development

Agarwal Holdings Ltd.

4.5. Agarwal Holdings Ltd. is a listed company and the scrip is listed at BSE. The directors of Agarwal Holdings Ltd. are Sanjay Nathmal Minda, Shreyans Jain, Pramod Bhelose, Vinod Jain and Pratik Jain.

4.6. The bank account statement of Agarwal Holdings Ltd. (Account No. - 01432320016972 with HDFC Bank) was examined and the observations are as under:

i. It is observed that Agarwal Holdings Ltd. was having a balance of ` 5 lakhs as on September 01, 2011. Agarwal Holdings Ltd. received ` 2 crores from Dhanshree Developers Ltd. on September 03, 2011 and on the same day Agarwal Holdings Ltd. had transferred ` 2 crores to PGEL.

ii. PGEL had refunded ` 2 crores to Agarwal Holdings Ltd. on Sept 22, 2011 from the proceeds of the IPO.

Diversion of funds received from ICDs

4.7. It is observed that after the receipts of money vide ICDs, PGEL has claimed to have used the amount for placing purchase orders towards ‘Expansion of Unit III’ and ‘Expansion of Unit IV’. PGEL has stated, during the investigation, that the purchase orders for the above purpose was given to Swastika Engineering Works, Modi Alloys India Ltd., Aggarwal Steel Rolling Mills & Metal Industries, Starshine Engineering India Pvt. Ltd., Sambhav Commotrade Pvt. Ltd. and J Kumar Infraprojects Ltd. and it had made payments totaling to ` 49.06 crores to the aforesaid entities for the expansion of unit III and unit IV. PGEL has further stated that, of the said amount, it had paid ` 22.40 crores to Modi Alloys India Pvt. Ltd. (Modi Alloys) and ` 5.98 crores to Aggarwal Steel Rolling Mills & Metal Industries (Aggarwal Steel).

4.8. PGEL has provided copies of purchase orders worth ` 22.76 crores claimed to have been placed by it with Modi Alloys. It is noted that the purchase orders are dated August 31, 2011 - September 05, 2011.

4.9. PGEL has provided copies of the purchase orders worth ` 6.50 crores claimed to have been placed by it with Aggarwal Steel. It is noted that the purchase orders are dated August 31, 2011 – Sept 05, 2011.

Movement of Funds through Modi Alloys

4.10. It is noted from the bank account statement of Modi Alloys (Account Number – 003655100003698 with IDBI Bank Ltd.) that prior to the money raised through IPO, the payments/ fund transfers have been made by PGEL to Modi Alloys during the period August 20, 2011 to September 19, 2011. It is noted from this bank account statement that a total of ` 19.65 crores was paid to Modi Alloys during the said period.

4.11. It is observed from the bank account statement of Modi Alloys that a total of ` 4.30 crores was routed through Modi Alloys to Wonder Vincom Pvt. ltd. Further, Modi Alloys has made payments to Rakesh Industries and Puspanjali Trading Pvt. Ltd. (Puspanjali), which in turn, have routed the funds to Wonder Vincom Pvt. ltd. The fund movement has been shown below:

94 lakhs Wonder Chin Info 19.65 crores 4.3crores Modi Alloys Vincom (Allottee) PGEL India (Pvt.) Ltd. 3.99 crores 6.9crores 5.4 crores 2 Buyers on listing day 95 lakhs Rakesh Industries 2.25 crores 45 lakhs from Aggarwal 1.8 crores Steel Puspanjali

4.12. The details of the routing of funds from Modi Alloys to Wonder Vincom through Rakesh Industries are as below:

i. Rakesh Industries had received ` 1.9 crores from Modi Alloys on September 01, 2011 and on the same day it had transferred ` 95 lakhs to Wonder Vincom Pvt. Ltd. and ` 95 lakhs to Puspanjali.

ii. Rakesh Industries had received ` 80 lakhs from Modi Alloys on Sept 02, 2011 and on the same day it had transferred ` 85 lakhs to Puspanjali.

iii. Rakesh Industries had received ` 85 lakhs from Modi Alloys on September 02, 2011 and on the same day it had transferred the same amount to Wonder Vincom Pvt. Ltd.

iv. Rakesh Industries had received ` 2 crore from Modi Alloys on September 20, 2011 and on the same day it had transferred ` 1.8 crores to Wonder Vincom Pvt. Ltd.

v. Rakesh Industries had received ` 85 lakhs from Modi Alloys on September 23, 2011 and on the same day it had transferred ` 85 lakhs to Wonder Vincom Pvt. Ltd.

vi. Additionally, Rakesh Industries had received ` 50 lakhs from Modi Alloys on Sept 16, 2011. On the same day, Rakesh Industries had received ` 45 lakhs from Aggarwal Steel also. On the same day i.e. Sept 16, 2011, Rakesh Industries had transferred ` 95 lakhs to Wonder Vincom.

4.13. The details of the routing of funds from Modi Alloys to Wonder Vincom through Puspanjali are as below:

i. Puspanjali had received ` 95 lakhs from Modi Alloys on September 01, 2011. Puspanjali had also received `1.8 crores from Rakesh Industries as mentioned above (` 95 lakhs on Sept 01, 2011 and ` 85 lakhs on Sept 02, 2011).

ii. Puspanjali had transferred ` 2.25 crores to Wonder Vincom during Sept 03-05, 2011 (` 1.5 crores on September 03, 2011 and ` 75 lakhs on Sept 05, 2011).

4.14. From the above, a total of approx. ` 11.95 crores was routed /diverted from PGEL to Wonder Vincom through Modi Alloys and Rakesh Industries.

Movement of Funds through Aggarwal Steel

4.15. It is noted that from the bank account of Aggarwal Steel (Account Number – 389101010231198 with Union Bank of India) that it had received a total of ` 5.98 crores from PGEL. The details are as under:

i. Aggarwal Steel had received a total of ` 1 crore from PGEL on August 23, 2011 which was transferred/paid by Aggarwal Steel to Wonder Vincom on the same day.

ii. Aggarwal Steel had received ` 2.5 crores on Sept 16, 2011 and on the same day it had transferred/ paid a total of ` 2.35 crores to Rakesh Industries (2 transactions of ` 95 lakhs each and 1 transaction of ` 45 lakhs). On the same day Rakesh Industries had also received ` 50 lakhs from Modi Alloys and Rakesh Industries had transferred/ paid ` 95 lakhs to Wonder Vincom (as detailed above). Further, Rakesh Industries had transferred/paid ` 1.9 crores (2 transactions of ` 95 lakhs each) on the same day to Puspanjali and Puspanjali had in turn transferred ` 1.9 crores on the same day to Prraneta Industries ltd.

iii. Aggarwal Steel had received ` 2 crores from PGEL on Sept 19, 2011 and ` 48 lakhs on Sept 22, 2011. The flow of funds has been pictorially depicted as under:

Prraneta 1.9 crores Puspanjali 50 lakhs from Modi Alloys 1.9 crores 5.98 crores 2.35 crore Rakesh Industries PGEL Aggarwal Steel 95 lakhs 1 crore

Wonder Vincom

4.16. It is therefore noted that an additional amount of ` 1 crores was routed/ diverted from PGEL to Wonder Vincom and ` 1.9 crores to Prraneta Industries Ltd. through Aggarwal Steel.

4.17. Role of Wonder Vincom Pvt. Ltd. (Wonder Vincom)

i. It is observed that ` 12.95 crores was routed by PGEL to Wonder Vincom (`11.95 crores through Modi Alloys and additional ` 1 crore through Aggarwal Steel) during the period August 20, 2011 till Sept 19, 2011. ii. Wonder Vincom had transferred ` 94 lakhs to Chin Info Tech Pvt. Ltd. on Sept 07, 2011 who had applied for the IPO in NII category. iii. Wonder Vincom had transferred ` 2 crores to Safford Mercantile Pvt. Ltd. and ` 1.99 crores to Nihal Mercantile Pvt. Ltd. on September 26, 2011. a) Safford Mercantile Pvt. Ltd., on receipt of ` 2 crores from Wonder Vincom Pvt. Ltd., had paid ` 2 crores to its broker Gateway Financial Services Ltd. on the same day i.e. Sept 26, 2011 for purchase of the shares of PGEL on the day of listing.

b) Nihal Mercantile Pvt. Ltd., on receipt of ` 1.99 crores from Wonder Vincom Pvt. Ltd., had transferred/ paid ` 1.99 crores to its broker Gateway Financial Services Ltd. on the same day i.e. Sept 26, 2011 for purchase of the shares of PGEL on the day of listing. iv. Wonder Vincom Pvt. Ltd. had also received ` 2.5 crores from Cellworth Mercantile Pvt. Ltd. (post-issue IPO proceeds diverted by PGEL through Saptrishi) on September 24, 2011 which was transferred to the broker Indianivesh Securities Pvt. Ltd. on the same day (Sept 24, 2011) for the purchase of shares of PGEL on the day of listing. The role of Cellworth Mercantile Pvt. Ltd. has been detailed later in this order. 4.18. The copies of ICD agreements as provided by PGEL during the investigation, stipulates that ‘the interest shall be due on completion of each financial year i.e. 31st March of every year or on maturity whichever is earlier…’. In the present cases, the maturity for the 3 ICDs taken by PGEL from Saptrishi, Prraneta and Agarwal Holdings Ltd. were during the period September 22 – October 11, 2011. It is further noted from the minutes of the meeting of the Board of Directors of PGEL held on November 14, 2011 that the Chairman had informed the Board that the ICDs taken by the company has been fully repaid. It is noted from the bank account statements of the entities that the exact amounts taken as ICDs were refunded and no interest was paid to any of the 3 entities for the ICDs till November 14, 2011. Since, the management has mentioned that the ICDs have been fully repaid, it prima facie appears that no interest has been paid at all to the 3 entities during the said period. The timing and the manner of movements of funds around IPO period give rise to suspicion. Thus, ` 94 lakhs have been diverted to Chin Info that had applied in the IPO and approx. ` 14.69 crores to the entities for purchasing shares of PGEL on the day of listing as detailed below.

4.19. It is noted that PGEL had taken money from Jainex Securities Pvt. Ltd., Prraneta Industries Ltd. and Agarwal Holdings Ltd. by way of ICDs and it had diverted approx ` 12.95 crores to Wonder Vincom Pvt. Ltd. Wonder Vincom has provided ` 94 lakhs to Chin Info an allottee in the NII category and has also funded a total of ` 3.99 crores to Safford and Nihal for purchasing shares of PGEL on the first day of the listing, as detailed later in this order. It is further observed that Wonder Vincom Pvt. Ltd. had several transactions with Saptrishi Suppliers Pvt. ltd. (Saptrishi). Saptrishi had diverted funds received from PGEL to several entities for purchasing the shares of PGEL on the first day of listing as detailed later in this order.

4.20. It is further noted that ` 9.475 crores of the IPO proceeds was also routed to ETL Infrastructure Finance Ltd. through Jainex Securities Pvt. Ltd., Kanishka Merchants and Anand Projects Ltd. out of which, ETL Infrastructure Finance Ltd. (ETL) had made payments of ` 1.5 crores to its broker Destiny Securities Ltd. It is noted that ETL had purchased 1 lakh shares on the day of listing. Further, its connected entity Future Zone Entertainment Ltd. has also purchased 79,000 shares on the day of listing. ETL had also made payments of a total of ` 1.2 crores to Paradise and Jasmine. It is noted that Paradise and Jasmine had purchased 1 lakh shares and 50,000 shares respectively on the day of listing.

4.21. It is further noted that approx. ` 8 crores of the IPO proceeds was routed/ diverted to Saptrishi through Prraneta in the form of repayment of ICD. Saptrishi had diverted ` 8 crores to several buyers in the scrip of PGEL on the date of listing.

Mis-statements and Non-Disclosures in the offer document (Prospectus)

4.22. PGEL had taken ICDs aggregating to approx. ` 52 crores (approx. 43% of the size of the IPO) vide agreements dated Aug 22, 2011, August 24, 2011, August 29, 2011 and September 10, 2011 which was not disclosed in its prospectus dated September 14, 2011, out of which ` 46.40 crores was repaid from the proceeds of the IPO.

4.23. PGEL has mentioned in its Prospectus dated September 14, 2011 (Page 43) regarding ‘Details of Utilisation of issue proceeds – 2. Phase II expansion of our manufacturing facilities at Unit III, Greater Noida and at Unit IV, Ahmednagar’ under the heading ‘Objects of the Issue’ that – ‘We have relied on quotations received from various suppliers for orders of plant & machineries and utilities or equipments yet to be placed. Where more than one quotation has been sought, we have indicated the lowest of such quotations. We are also negotiating with several suppliers and the actual supplier may vary from the one mentioned above. Further, the specification of plant & machinery/utility (ies) may also differ considering the conditions prevailing at the time of placing the orders. We have not yet placed any orders for purchase of plant & machineries and utilities for our proposed expansion project under Phase II.’

4.24. PGEL has produced copies of Purchase Orders claimed to have been placed by it to several suppliers including Modi Alloys and Aggarwal Steel for the expansion of Unit III and Unit IV. The purchase orders to the suppliers are dated during the period August 30, 2011- September 05, 2011 for a total value of approx. ` 52.23 crores (` 13.80 crores for unit III and ` 38.44 for unit IV). The purchase orders to Modi Alloys and Aggarwal Steel are dated during the period August 31, 2011 - September 05, 2011. The Prospectus dated September 14, 2011 has mentioned that the company had not yet placed any orders. The company PGEL has therefore concealed its dealings with Modi Alloys and Aggarwal Steel and has provided false and misleading information to the investors. It has already been noted that the funds were partly routed with the help of Modi Alloys and Aggarwal Steel to Wonder Vincom Pvt. Ltd. and then to the clients who had purchased shares of PGEL on the date of listing.

4.25. It is noted from the bank account statements that PGEL had already made total payments of ` 7.85 crores (` 5 crores on August 20, 2011, ` 1.85 crores on Aug 24, 2011 and ` 1 crore on August 29, 2011) to Modi Alloys even before placing the purchase orders which are dated between Aug 31 - Sept 05, 2011.

4.26. Similarly, it is noted that the payments of ` 1 crore was already made by PGEL to Aggarwal Steel on Aug 23, 2011 even before placing the purchase orders which are dated between Aug 31 - Sept 05, 2011.

4.27. PGEL has mentioned in its Prospectus dated September 14, 2011 at point No. 15 under the head ‘Note to capital structure’ (page 27) that – ‘Our Company has not raised any bridge loan against the proceeds of the present issue.’

4.28. It is however noted that, PGEL had availed loans aggregating to ` 46.40 crores (approx. 38.46% of the size of the IPO) in the form of ICDs which were repaid from the proceeds of the IPO. Portion of the ICD was used for diverting/ routing the funds to the entities for purchasing shares of PGEL on the date of listing and also to the allottee namely Chin Info Tech Pvt. ltd. in the NII category through Wonder Vincom Pvt. Ltd. The liability of ` 46.40 crores attached to the proceeds of the IPO was not disclosed in the Prospectus.

4.29. It has been mentioned in the Prospectus at Page 184 under the head ‘ Details of material developments after the date of last balance sheet’ that – ‘No other circumstances have arisen, since the date of the last financial statement until the date of filing of this Prospectus with SEBI, which materially and adversely affect or is likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within twelve months.’

It is however noted that the ICDs of ` 46.40 crores (approx. 38.46% of the IPO) that were repaid from the proceeds of the IPO and the purchase orders worth ` 52.23 crores have not been disclosed in the Prospectus, which appears to be a major concealment of liabilities in the Prospectus.

4.30. It is noted from page 88 of the RHP that PGEL had stated that without the consent of the banks, PGEL cannot acquire fixed assets or enter into borrowing arrangements (secured or unsecured) with any other lender or accept deposits. The documents provided by PGEL for their acquisition of fixed assets/ ICDs do not mention about the consent if any, obtained from the banks.

4.31. At page 76 of the RHP and Prospectus (collectively referred as offer document), PGEL had mentioned the names of its suppliers which include LG Polymers, BASF, Supreme Petrochem etc. However, during investigation PGEL has provided a copy of the agreement dated August 31, 2011 between PGEL and Nimbus Industries Ltd. Mumbai for purchase of plastic granules valued upto ` 3.50 crores. Further, PGEL also provided a copy of agreement with Supreme Communication Ltd. for value upto ` 5 crores on the same date (August 31, 2011) for the same purpose i.e. purchase of plastic granules. The names of Nimbus Industries Ltd. and Supreme Communication ltd. (Supreme) do not appear in the list of its suppliers provided by PGEL in the offer document. It has also been noted from the reply of PGEL vide letter dated December 03, 2011 that ‘There are no sale/purchase agreements with our customers and suppliers, we receive periodical orders from our customers on the basis of which we place order to our suppliers’. The reply of PGEL is in contradiction to the documents provided by it.

4.32. It is further noted that Nimbus Industries Ltd. is a listed company and from the website of BSE, it is noted that it is into the business of ‘Tea and Coffee’. It is noted that the director Sandeep Sheth has signed on behalf of both the companies in its respective agreements with PGEL. It is noted that PGEL had made payments totaling to ` 7.25 crores (` 2.75 crores to Nimbus Industries Ltd. and ` 4.5 crores to Supreme Communication Ltd.) during the period Sept 05-16, 2011.

4.33. From the bank account of Nimbus Industries Ltd. (Account number - 12652020002930 with HDFC Bank) and the below entities, the following is noted:

i. Nimbus Industries Ltd. (Nimbus) had received ` 2.35 crores from PGEL on September 05, 2011 and on the next day (Sept 06, 2011) Nimbus had made payments of ` 2 crores to Satshri Multitrade Pvt. ltd. (Satshri) and on Sept 06, 2011, Satshri had transferred ` 2 crores to Wonder Vincom. It has already been noted that Wonder Vincom had also received money from PGEL which was routed through purchase orders to Modi Alloys and Aggarwal Steels.

ii. Nimbus had received ` 40 lakhs from PGEL on Sept 08, 2011 and the same amount (` 40 lakhs) was transferred by it to Scanpoint Infoware Pvt. Ltd. (Scanpoint) on the next day (Sept 09, 2011). Scanpoint had transferred/ paid the same amount (` 40 lakhs) to Pearl Dealers Pvt. Ltd. (Pearl) on Sept 09, 2011 and Pearl Dealers had transferred/ paid ` 40 lakhs to Sunlight on Sept 10, 2011. Sunlight had applied in the IPO in the NII category.

iii. The flow of funds have been pictorially depicted as under:

Satshri Wonder Vincom 2crores 2crores 2.75 crores PGEL Nimbus 40 lakhs 40 lakhs 40 lakhs Scanpoint Pearl Sunlight (Allottee)

4.34. From the bank account statement of Supreme (Account number 12652020002144 with HDFC Bank) and the below entities, the following is noted:

i. Supreme had received ` 1.5 crores from PGEL on Sept 08, 2011 and on the next day (Sept 09, 2011), Supreme had paid ` 1.5 crores to Scanpoint. Scanpoint had transferred ` 1 crore to Jainex on Sept 09, 2011. It has already been noted that Jainex was one of the entities that had given ` 28.75 crores as ICD to PGEL.

ii. Supreme had received ` 3 crores from PGEL on Sept 16, 2011 and on the same day (Sept 16, 2011), Supreme had paid ` 1.5 crores to Cosmos Dealcom Pvt. ltd. and ` 1.76 crores to Fantasy Dealcom Pvt. Ltd. It has already been noted that Cosmos Dealcom Pvt. Ltd. and Fantasy Dealcom Pvt. Ltd. are connected entities and they had provided funds to Jainex and Jainex had given ICD to PGEL. As already mentioned, Jainex had routed proceeds of IPO to the clients who were net buyers on the date of listing.

iii. The flow of funds have been pictorially depicted as under:

Cosmos 1.5 Fantasy 4.5 cr 1.76 PGEL Supreme 1.5 cr Scanpoint Jainex 1 cr

4.35. From the above, it prima facie appears that approx. ` 7.25 crores given to Nimbus and Supreme as orders for supply of ‘plastic granules’ have been siphoned off by PGEL.

4.36. It has been mentioned in the Red Herring Prospectus dated Aug 17, 2011 as well as the Prospectus dated September 14, 2011 that PGEL had raised ` 24.10 crores for ‘Prepayment of the portion of term loan and line of credit facility proposed to be availed by our company for the expansion under

Phase I.’ Under the details for the above, it has been mentioned at RHP as well as Prospectus that – ‘For part financing the expansion under Phase I, our Company has received the sanction for availing Rs. 2,350 lakhs as term loan and of US$ 3 million (Rs. 1,410 lakhs based on conversion rate of 1US$ = Rs. 47/-) as Line of Credit from Standard Chartered Bank vide its sanction letter dated September 14, 2010. We have already availed disbursement of the entire sum sanctioned to us.’

However, on the table at page 30 of RHP as well as Prospectus that ‘Amount availed as on the date of this RHP – NIL. Therefore, the statements are contradictory and there’s no clarity on the prevailing position of the term loan in the RHP as well as Prospectus.

POST-IPO (Dealings after receipt of IPO Proceeds)

5. Transactions of PGEL with Saptrishi Suppliers Pvt. Ltd. (Saptrishi) 5.1. It is noted that Saptrishi had received ` 25 crores during Sept 22- 27, 2011, directly from PGEL, in the form of ICD (` 15 crores) and advance for purchase of land (` 10 crores received during this period). Further, as detailed earlier in this order, additional amount of ` 8 crores was routed/ diverted by Prraneta to Saptrishi. The directors of Saptrishi Suppliers Pvt. Ltd. are Ram Awtar Sharma and Manjit T. Jajoo. 5.2. The bank account statement of Saptrishi Suppliers Pvt. Ltd. (Account Number – 500011038660 with ING Vysya Bank) was scrutinized and the observations are as under: i. Saptrishi had received ` 10 crores from PGEL from the proceeds of the IPO of PGEL on September 22, 2011. It is further noted that it had received another ` 8 crores on September 22, 2011 from the proceeds of the IPO routed through Prraneta Industries Ltd. Further, Saptrishi had received ` 5 crores on the next day i.e. September 23, 2011 from the proceeds of the IPO. ii. Saptrishi had made payments/ fund transfers of ` 5 crores to Jaimini Trading Pvt. Ltd., ` 5 crores to Cellworth Mercantile Pvt. Ltd., ` 5 crores to Avance Technologies Ltd. and ` 2.5 crores to Dhanus Technologies Ltd., ` 1.5 crores to JRI Industries and Infrastructure Ltd. on September 23, 2011 and ` 4 crores to Dhanus Technologies Ltd. on September 24, 2011. iii.

Saptrishi had received ` 10 crores from PGEL on September 27, 2011 and it had transferred/ paid ` 5 crores to Cellworth Mercantile Pvt. Ltd. on the same day and ` 5 crores to Jaimini Trading Pvt. Ltd. The fund transfer/ payment to Jaimini Trading Pvt. Ltd. was returned back on September 28, 2011 on its account, out of which ` 1.5 crores was paid to Dhanus Technologies Ltd. and ` 3 crores to Puspanjali Trading Pvt. ltd. iv. Saptrishi had made fund transfers of ` 25 lakhs to M. J. Commodities Pvt. Ltd. during Sept 08 – 17, 2011 which was allotted 1,17,047 shares in the NII category in the IPO. It is further noted that M J Commodities Pvt. Ltd. has the same address as that of Agarwal Holdings Ltd. which had given ICD of ` 2 crores to PGEL and was refunded from the proceeds of the IPO on September 22, 2011. 5.3. Role of Jaimini Trading Pvt. Ltd. (Jaimini) i. Jaimini had received a total of Rs. 7.5 crores from the proceeds of the IPO of PGEL, diverted through Saptrishi and others as detailed below. ii. It is noted from the bank account statement of Jaimini Trading Pvt. Ltd. (Account Number – 500011041910 with ING Vysya Bank) that Jaimini Trading Pvt. Ltd. had received ` 5 crores directly from Saptrishi and ` 2.5 crores from Puspanjali Trading Pvt. Ltd. (Puspanjali Trading Pvt. Ltd. had received ` 3 crores from Saptrishi on the same day).

iii. On receipt of ` 7.5 crores, Jaimini had made payments/ fund transfers of ` 2.5 crores to its broker Indianivesh Securities Pvt. Ltd. on Sept 24, 2011 for the purchase of shares of PGEL on the day of listing. Jaimini had further transferred ` 2.5 crores to Satshri Multitrade Pvt. Ltd. on Sept 24, 2011, ` 1.5 crores to Frank Mercantile Pvt. Ltd. on Sept 26, 2011 and ` 1 crore to Dhanus Technologies Ltd. on Sept 24, 2011. iv. Satshri Multitrade Pvt. Ltd., on receipt of ` 2.5 crores from Jaimini, had made the payments to its broker Indianivesh Securities Pvt. Ltd. for the same amount (` 2.5 crores) on the same day (Sept 24, 2011) for the purchase of shares of PGEL on the day of listing. v. Frank Mercantile Pvt. Ltd., on receipt of ` 1.5 crores from Jaimini, had made the payments to its broker IIT Investrust Ltd. for the same amount (`1.5 crores) and on the same day (Sept 26, 2011) for the purchase of shares of PGEL on the day of listing. 5.4. Role of Cellworth Mercantile Pvt. Ltd. (Cellworth) i. Cellworth had received a total of Rs. 10 crores from the proceeds of the IPO of PGEL, diverted through Saptrishi and others as detailed below. ii. It is observed from the bank account statement of Cellworth (Account Number- 500011041929 with ING Vysya Bank) that it had received a sum of ` 5 crores from Saptrishi on Sept 23, 2011. It had received an additional amount of ` 2.5 crores from Puspanjali on the same day i.e. Sept 23, 2011. On the next day (Sept 24, 2011), it had made payments of ` 2.5 crores to its broker Indianivesh Securities Pvt. Ltd. for the purchase of shares of PGEL on the day of listing. Further, it had transferred/ paid ` 2.5 crores to Wonder Vincom Pvt. Ltd. on Sept 24, 2011 and ` 2 crores to Pasupati Enclave Pvt. Ltd. on September 26, 2011. iii. Wonder Vincom Pvt. Ltd., on receipt of ` 2.5 crores from Cellworth, had made payments of ` 2.5 crores to its broker Indianivesh Securities Pvt.

Ltd. on the same day (i.e. on Sept 24, 2011) for the purchase of shares of PGEL on the day of listing. iv. Pasupati Enclave Pvt. Ltd., on receipt of ` 2 crores from Cellworth, had made payments of ` 2 crores to its broker Gate Way Financial Services on the same day (Sept 26, 2011) for the purchase of shares of PGEL on the day of listing. v. Cellworth had made payments/ fund transfers of ` 1.5 crores each to Mili Commodities Pvt. Ltd., Jagdamba Complex Pvt. Ltd. and Lona Mercantile Pvt. Ltd. on September 26, 2011. On the next day, Cellworth had received ` 5 crores from Saptrishi. vi. Mili Commodities Pvt. Ltd., Jagdamba Complex Pvt. Ltd. and Lona Mercantile Pvt. Ltd., on receipt of ` 1.5 crores each from Saptrishi on Sept 26, 2011, had made payments of ` 1.5 crores each to their respective brokers namely IIT Investrust Ltd., Gate Way Financial Services Ltd. and IIT Investrust Ltd. on the same day (Sept 26, 2011) for the purchase of shares of PGEL on the day of listing. 5.5. Role of Frank Mercantile Pvt. Ltd. (Frank) i. Frank had received a total of Rs. 6.5 crores from the proceeds of the IPO of PGEL, diverted through Saptrishi and others as detailed below. ii. It is observed from the bank account of Avance Technologies Ltd. (Account No. – 561011014196 with ING Vysya Bank) that it had received ` 5 crores from Saptrishi and the same amount was transferred to Stride Infracon Pvt. Ltd. on the same day (Sept 23, 2011). It is further noted that Stride Infracon Pvt. Ltd. and Happy Home Shelters Pvt. Ltd. are connected/ related with each other as they have common director namely Birender Kumar Swain. Happy Home Shelters Pvt. Ltd. had transferred ` 5 crores on the same day (Sept 23, 2011) to Frank.

iii. Frank had routed ` 1 crores each to 4 entities namely Virgo Mercantile Pvt. Ltd. (Virgo), Season Multitrade Pvt. Ltd. (Season), Lona Mercantile Pvt. Ltd. (Lona) and Mili Commodities Pvt. Ltd. (Mili) on the same day (Sept. 23, 2011). The remaining ` 1 crore was transferred/paid by Frank Mercantile to its broker IIT Investrust Ltd. iv. Virgo, on receipt of ` 1 crore from Frank on Sept 23, 2011, had made payments of the same amount (` 1 crore) on the same day to its broker Swastika Investmart Ltd. for the purchase of shares of PGEL on the day of listing. v. Season, on receipt of ` 1 crore from Frank on Sept 23, 2011, had made payments of the same amount (` 1 crore) on the same day to its broker Swastika Investmart Ltd. for the purchase of shares of PGEL on the day of listing. vi. Lona, on receipt of ` 1 crore from Frank on Sept 23, 2011, had made payments of the same amount (` 1 crore) on the next day (Sept 24, 2011) to its broker IIT Investrust Ltd. for the purchase of shares of PGEL on the day of listing. vii. Mili, on receipt of ` 1 crore from Frank on Sept 23, 2011, had made payments of ` 1 crore on the same day to its broker IIT Investrust Ltd. for the purchase of shares of PGEL on the day of listing.

5.6. The movement of funds has been depicted as under: 8crores PGEL

2 5 crores Prraneta 8crores Saptrishi (33 crores) 10 crores 1.5 crores 25 lakhs 8crores 3crores 5crores 5crores 2.5 cr Cellworth JRI Industries Dhanus Puspanjali Jaimini Avance M J Commodities 2 cr 2.5 crores 2.5 cr 5 cr 2.5 cr Pasupati Applied in IPO 2 cr Satshri Payments to Stride 2.5 cr 1.5 cr Respective 1.5 cr Infracon Mili 1.5 cr Brokers for 2.5 cr Frank Common director the purchase 1.5 cr of shares on Jagdamba 1.5 cr the date of 1 cr 5 cr Happy listing (Sept Virgo Home 1.5 cr 1.5 cr 26, 2011) Lona 1 cr Season 2.5 cr 2.5 cr 1 cr Wonder Vincom Lona 1 cr Mili

5.7. From the above, it is noted that of the total funds transferred to Saprishi and Prraneta ultimately a total of ` 21.5 crores has been routed from the proceeds of IPO by PGEL through Saptrishi Suppliers Pvt. Ltd. and Prraneta Industries Ltd. (including ` 8 crores diverted/ routed by PGEL in the form of repayment of ICD as mentioned earlier) to a group of entities in order to purchase shares of PGEL on the date of listing. Further, Saptrishi had paid a total of ` 25 lakhs during September 08-17, 2011 (Pre-IPO proceeds) to M. J. Commodities Pvt. Ltd., the allottee in the IPO of PGEL.

6. Transactions of PGEL with Raw Gold Securities Pvt. Ltd. (Raw Gold) 6.1. Raw Gold had received Rs. 7 crores from PGEL in the form of ICDs, out of which, Rs. 5 crores was diverted/ routed to two entities who were buyers on the date of listing and Rs. 61 lakhs to an allottee viz. MJC. 6.2. PGEL has made fund transfers of ` 7 crores to Raw Gold on September 22, 2011. The bank account statement of Raw Gold (Account Number 06532000004257 with Kotak Mahindra bank) and the below entities were examined and the observations are as under: i. Raw Gold, on receipt of ` 7 crores from PGEL on Sept 22, 2011, had transferred ` 2.5 crores to Padamprabhu Project Pvt. Ltd. on Sept 23, 2011 (next day) and ` 2.5 crores to M. J. Commodities Pvt. Ltd. on September 24, 2011. ii. Padamprabhu Projects Pvt. Ltd., on receipt of ` 2.5 crores from Raw Gold on Sept 23, 2011, had transferred ` 1.25 crores to its broker Indira Securities Pvt. ltd. (Registration at NSE) and ` 1.25 crores to its broker Indira Share and Stock Brokers Pvt. Ltd. (Registration at BSE). iii. M J Commodities Pvt. Ltd., on receipt of ` 2.5 crores from Raw Gold on September 24, 2011, had transferred ` 1.30 crores to its broker Indira Securities Pvt. ltd. (Registration at NSE) and ` 1.30 crores to its broker Indira Share and Stock Brokers Pvt. Ltd. (Registration at BSE) on September 26, 2011. iv. Raw Gold had earlier transferred ` 61 lakhs to M J Commodities on September 09, 2011. v. Padamprabhu Projects Pvt. Ltd (Padamprabhu), M. J. Commodities Pvt. Ltd., Adcon Capital Services Pvt. Ltd. (Adcon) and Agarwal Holdings Ltd. have the same address – ‘107 A.S. DIAS Building, 268-272, Dr. Cawasji Hormusji Street, Marine Lines, Mumbai’. Further, Sanjay Nathmal Minda and Sawankumar Jajoo are the directors of M J Commodities Pvt. ltd.,

Padamprabhu and Adcon. Sanjay Nathmal Minda is also the director of Agarwal Holdings Ltd. vi. The fund flow is depicted as under:

2.5 crores Padamprabhu 2.5crores 7 crores BROKERS PGEL Raw Gold 2.5crores M J Commodities 2.6 crores 61 lakhs 61 lakhs Applied in the IPO 6.3. Therefore, a total of ` 5 crores was diverted from the proceeds of the IPO by PGEL to the entities purchasing shares of PGEL on the day of listing. Further, ` 61 lakhs was earlier paid by Raw Gold on Sept 09, 2011 (pre-IPO proceeds) to M. J. Commodities Pvt. Ltd. which had applied in the IPO. 7. Transactions of PGEL with Wattkins Commerce Pvt. Ltd. (Wattkins) 7.1. PGEL has made fund transfers of ` 10 crores to Wattkins on September 22, 2011. On the same day, Wattkins had transferred ` 1.5 crores to Adcon. Adcon was also one of the entities purchasing shares of PGEL on the day of listing. 8. From the above, it is noted that a total of ` 28 crores (` 21.5 crores through Saptrishi and Prraneta, which includes ` 8 crores routed/diverted by Prraneta in the form of refund of ICD, ` 5 crores through Raw Gold and ` 1.5 crores through Watkins) have been diverted/ routed to the net buyers of PGEL on the day of listing. Further, Saptrishi and Raw Gold, which had received money diverted from the proceeds of the issue, had earlier (pre-IPO) made funding of a total of ` 86 lakhs (` 25 lakhs by Saptrishi and ` 61 lakhs by Raw Gold) to MJC for its application made in the IPO of PGEL in NII category.

9. PGEL has stated, during the investigation, that it had given ICDs of ` 15 crores to M/s Saptrishi Suppliers Pvt. Ltd., ` 7 crores to Raw Gold Securities Pvt. Ltd. and ` 10 crores to Wattkins Commerce Pvt. Ltd. for a period of 7 months from the proceeds of the IPO. These ICDs are unsecured. It is intriguing to note that the Board Resolution to give ICD is dated August 17, 2011 but the company PGEL and Almondz failed to disclose the same in the RHP dated August 17, 2011 and the Prospectus dated September 14, 2011. It is noted from the offer document (Prospectus) of PGEL at page 49, under the head ‘Interim Use of proceeds’ that – ‘Pending utilization of the proceeds of the Issue for the purposed described above, we intend to temporarily invest the funds in high quality interest bearing liquid instruments including money market mutual funds and deposits with banks. Such investments would be in accordance with the investment policies approved by the Board from time to time. We confirm that pending utilization of Issue proceeds, we shall not use the funds for any investments in the Equity markets. ’ 9.1.

It is observed from the minutes of the meeting of the Board of Directors (BoD) held on August 17, 2011 at 04:30 PM (same date as that of RHP) that Item No. 19 states that the Chairman informed the Board that - ‘pending utilization of issue proceeds out of the issue, we may temporarily invest the funds in interest bearing liquid instruments including money market mutual funds, deposits with the bank and Inter Corporate Deposits with the companies which would be secured by the personal guarantee of director of the borrowing company.’ It is however noted that the Board’s decision to invest the proceeds of IPO vide ICDs was not included in the RHP dated August 17, 2011 or in the Prospectus dated September 14, 2011 and PGEL has therefore concealed material information which was already available with PGEL. Further, as per the minutes of the meeting of the BoD, the ICDs had to be secured by the personal guarantee of director of the borrowing company. From the ICD agreements provided by PGEL, it is noted that the ICDs given to Saptrishi, Wattkins and Raw Gold were unsecured. 9.2. PGEL has entered into ICD agreement with Saptrishi, Wattkins and Raw Gold on Sept 20, 2011. It is noted from the minutes of meeting held on November 14, 2011 that the Chairman of PGEL had informed about the ICDs in the meeting of the BoD.

The ICDs were informed to the BoD much later than the date of agreements and the date of BoD meeting is after receiving SEBI’s letter dated November 09, 2011. 9.3. Saptrishi has provided, during the investigation, a copy of the Income Tax return filed by it for the assessment year 2010-11 which shows ‘Current Year Loss’ of ` 30,117. Further, Saptrishi has also provided a copy of the financial statements for the year 2009-10 which shows interest income as NIL, total income of approx. ` 4.5 lakhs and Loss before taxation of ` 33,405.64. Further, it has already been noted that the funds were routed/ diverted from Saptrishi. Thus, the investments as ICDs with Saptrishi were not of ‘high quality’ as disclosed in the offer documents. 9.4. PGEL has stated, during the investigations, that it had further given ` 10 crores to Saptrishi on September Sept 27, 2011 and had also made further payment of ` 3.5 crores on Oct 11, 2011 as advance for purchase of land from Saptrishi. 9.5. As regards the advance for purchase of land from Saptrishi, a copy of a Memorandum of Understanding (MoU) between PGEL and Saptrishi dated Sept 21, 2011 for the purchase of land has been provided by the company PGEL.

The following has been noted: i. There is no description of the land (location, city, exact area of land etc.) in the MoU provided by PGEL. ii. It appears from the MoU that the purported land is in Tamil Nadu, the entity’s address is in Kolkata and the agreement has been executed in Greater Noida. iii. The MoU between PGEL and Saptrishi is for a total consideration of ` 18 crores. iv. As per the MoU, the land is for agricultural and Saptrishi is required to arrange for its conversion from agricultural use to industrial use.

v. As per the MoU, ` 10 crores was to be paid within 10 days of signing of the MoU, out of total consideration of ` 18 crores, i.e. even before actual conversion of use of land from agricultural use to industrial use. vi. As per the MoU, ` 1 crore was to be paid after the conversion of land from agricultural use to industrial use and the remaining ` 7 crores after completion of the shed. vii. However, ` 3.5 crores was already provided by PGEL to Saptrishi on Oct 11, 2011 which is not in line with the MoU provided by PGEL. viii. The MoU further states that ‘Further in case the Vendor is not able to get the land use changed to Industrial Use within a period of 3 months or any further time mutually agreed, then the vendor return the amount received from vendee as advance till date will be refunded with interest rate of 14% without deducting any amount.’ 9.6. PGEL has mentioned vide a separate letter, during the investigation, that the land is located at Kaduvancheri village, Kancheepuram district. Saptrishi vide its letter submitted on Dec 08, 2011, has provided a copy of the land purchase agreement for the land purchased by it in Kaduvancheri village of Kancheepuram district.

The said agreement shows that the land was purchased by Saptrishi on June 23, 2011 and the market value of the land during the date of agreement was ` 63 lakhs only. Saptrishi has also mentioned that it is yet to apply for conversion of land. However, within less than three months of purchase of land by Saptrishi of ` 63 lakhs, PGEL had entered into a MoU for purchase of the said land at ` 18 crores, out of which ` 12.5 crores (PGEL had paid `13.5 crores to Saptrishi, of which ` 1 crore was repaid from Saptrishi to PGEL) was paid by PGEL to Saptrishi even before the use of land being converted to industrial use. 9.7. From the above, the MoU for the purchase of land appears to be suspicious. As brought out above, from the bank account statements it has already been prima facie seen that the money given to Saptrishi was partly siphoned off and partly routed/ diverted from PGEL to the buyers for purchasing shares of PGEL on the date of listing. 9.8. PGEL has also mentioned, during the investigation, that it had used ` 7 crores from the proceeds of the IPO as advance for purchase of land from Safeco Projects Pvt. Ltd. The MoU between PGEL and Safeco Projects Pvt. Ltd. was dated August 27, 2011 and the total consideration for the purchase of land was ` 25 crores.

The purported land is in Karnataka, Safeco Projects Pvt. Ltd. (Safeco) is in Kolkata and PGEL is in Delhi. The MoU between Safeco Projects Pvt. Ltd. and PGEL is similar to the MoU between PGEL and Saptrishi. From the MoU between PGEL and Safeco the following is noted: i. There is no description of the land (location, city, exact area of land etc.) in the MoU provided by PGEL. ii. As per the MoU, the use of land had to be converted from agricultural use to industrial use. iii. As per the MoU, ` 15 crores was to be paid within 15 days of signing of the MoU, out of total consideration of ` 25 crores, even before actual conversion of use of land from agricultural use to industrial use. iv. It is mentioned in the MoU that ` 10 crores was already paid, even before the date of entering of MoU. v. As per the MoU, ` 5 crore was to be paid after the conversion of land from agricultural use to industrial use and the remaining ` 5 crores after completion of the shed. 9.9. It is noted from the summary of bank account transactions provided by PGEL vide letter dated Nov 21, 2011 that approx. ` 12.23 crores was paid by it Safeco Projects Pvt. Ltd. However, PGEL has stated that it had paid ` 7 crores to Safeco, which is in contradiction with its own submissions.

9.10. PGEL has also provided ledger account of PGEL’s dealings with Safeco Projects Pvt. Ltd. which has accounted for payments of only ` 7 crores, whereas the MoU mentions that `10 crores has already been paid (till Aug 27, 2011) and the summary of bank account statements shows payments of more than ` 12 crores. The information on actual payments as provided by PGEL are self-contradictory. From the contradictory information provided by PGEL, nature of MoU, payments of more than ` 12 crores already made as advance and without any assets being acquired by PGEL, only ` 7 crores accounted in the ledger, it prima facie appears that funds have been siphoned off from PGEL either partly or in full. Thus, it appears that Safeco was involved in the siphoning off of funds from PGEL. 9.11. PGEL had further mentioned that it had an agreement dated Aug 26, 2011 for purchase of land with Eastern Resorts Pvt. Ltd. for a total value of ` 25 crores. The agreement, provided by PGEL, is for the land for a total of 125 acres, out of which Eastern Resorts Pvt. Ltd. was in the possession of only 80 acres of land as on date of agreement. For the remaining 45 acres, Eastern Resorts Pvt. ltd. was in the process of acquiring the land. The 80 acres of purported land in possession of Eastern Resorts Pvt. Ltd. was in Jaipur district in Rajasthan. 9.12. PGEL had further mentioned that it had an agreement dated September 02, 2011 for purchase of land with Realnet Infraprojects Pvt. Ltd. (M/s Realnet) having its address in Mumbai. The total consideration for the purchase of land by PGEL is not mentioned in the MoU, provided by PGEL. Further, as per the MoU an advance of ` 2 crores was to be paid by PGEL to Realnet for 5 acres of land in Greater Noida. It has further been stated in the MoU that Realnet would arrange acquisition of the 5 acres of land for PGEL, within a period of 3 months from the date of MoU. It has further been stated in the MoU that Realnet would apply for change of land use within 15 days of its acquisition. From the MoU, it is noted that Realnet did not have the land at the time of the MoU.

9.13. It is noted from the agreement between PGEL and Realnet, as provided by PGEL, that Mr. Ronak Kumar had signed on behalf of Realnet. From the MCA website, it is noted that the director of Realnet is Ronak Narendra Kotecha. It appears that Ronak Narendra Kotecha is the real brother of Nirmal Narendra Kotecha. Further, the address of registered office of Realnet is ‘601/602, Sukh Castle, Opp. HDFC Bank, Bhandarkar Road, Matunga (East), MUMBAI’, which is also the residential address of Nirmal Narendra Kotecha. 9.14. It prima facie appears that no land has been provided by Realnet to PGEL and the amount of ` 2 crores as advance has been siphoned off from the company to Realnet. 9.15. It is noted that the agreement for purchase of land were worth a total of more than ` 70 crores. PGEL had mentioned, during the investigation, that the payments for purchase of land to Saptrishi and Safeco Projects Pvt. ltd. were made from the proceeds of the IPO. The same has not been informed to the public/ investors in the RHP or in the Prospectus. The company PGEL has therefore concealed material information about the proceeds of the IPO.

It is further noted that the agreement with Safeco Projects Pvt. Ltd. was dated August 27, 2011 and with Eastern Resorts Pvt. Ltd. was dated Aug 26, 2011 and was therefore before the open of bidding process and much before the Prospectus (dated Sept 14, 2011). 9.16. Thus, it is shocking to note that apparently there is a blatant distortion of facts by PGEL, which primarily is supposed to be in the manufacturing of consumer electronic components and finished products, has entered into agreements for more than ` 70 crores around the period of IPO for purchase of land from questionable entities through clandestine transactions. 9.17. (a) It is noted that the company PGEL was required to disclose material deviations in the utilization of the issue proceeds to the stock exchanges and is also required to simultaneously make the material deviation/ adverse comments of the Audit Committee public through advertisement in the newspaper (page 49 of RHP and Prospectus). However, the same has not been done by PGEL. (b) At page 83 of the RHP, the company PGEL has mentioned that ‘there is no property which our company has acquired or propose to purchase or acquire which is to be paid wholly, or in part, from the net proceeds of the Issue or the purchase of acquisition of which has not been completed as on the date of filing of this RHP with SEBI, other than-

• the contract for the purchase or acquisition whereof was entered into in the ordinary course of the business, the contract not being made in contemplation of this Issue, nor this Issue in contemplation of the contract; or • In respect of which the purchase money is not material’. (c) At page 83 of the Prospectus, PGEL has mentioned that – ‘Except as stated in section titled “Objects of the Issue” appearing on page no. 28 of this Prospectus, there is no property which our Company has purchased or acquired or propose to purchase or acquire which is to be paid wholly, or in part, from the net proceeds of the Issue or the purchase or acquisition of which has not been completed as on the date of filing of this Prospectus with SEBI, other than property:

• the contract for the purchase or acquisition whereof was entered into in the ordinary course of the business, the contract not being made in contemplation of this Issue, nor this Issue in contemplation of the contract; or • In respect of which the purchase money is not material.’ It is therefore noted from above that PGEL and BRLM Almondz have concealed material information about the MoU for purchase of land and have provided mis-statements in the offer documents.

9.18. PGEL had further mentioned, during the investigation, that the payment of ` 19.50 crores (` 12.5 crores to Saptrishi and ` 7 crores to Safeco Projects Pvt. Ltd.) was under the details of ‘General Corporate Purposes’. From the RHP as well as the Prospectus, the following has been noted: ‘We, in accordance with the policies set up by the Board will have flexibility in applying the net proceeds of the Issue, after the aforesaid objects are met, for general corporate purposes including, but not restricted to offsetting secured loan borrowings, meeting contingencies for any cost overrun in the expansion project, strategic initiatives, expanding into new geographies, brand building exercise, strengthening of market capabilities, future projects and meeting exigencies which we in the ordinary course may not foresee. As on the date of this Prospectus, we have not entered into any commitment for any strategic initiatives. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes.’ 9.19. As regards the general corporate purpose, the following is noted: i. PGEL had the flexibility to use the general corporate purpose after the objects as stated in the offer documents are met and which PGEL in the ordinary course of business may not foresee.

Therefore, the above agreements for purchases of land cannot be considered as part of ‘General Corporate Purpose’. ii. Even for argument sake, if it is considered as a part of ‘general corporate purpose’, the agreement with Safeco Projects Pvt. Ltd. for value of ` 25 crores was dated Aug 27, 2011 and the same was not disclosed in the Prospectus. However, PGEL provided mis-statement that as on the date of this prospectus, it has not entered into any commitment for any strategic initiatives. iii. At page (ii) of RHP as well as Prospectus, it has been mentioned that – ‘our Company, and Book Running Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges. 9.20. In the offer document (Prospectus), it has been mentioned by PGEL that it will not USE the funds for any investments in the equity market. The proceeds of the IPO has been routed/ diverted to different entities for investments in the equity market. The entities receiving the funds from the proceeds of the IPO while purchasing shares of PGEL on the date of listing had also indulged in fraudulent activities as detailed later in this order.

10. Trading Pattern on September 26, 2011 (Day of listing): 10.1. On the day of listing the scrip opened at ` 215 at NSE, increased to intra-day high of ` 484.4 (NSE) and closed at ` 415.3. A total of 6,92,61,350 shares (approx. 12 times the issue size) were traded across both the exchanges (NSE and BSE), out of which the deliverable quantity was for 31,14,248 shares (4.5% of total traded quantity) across both exchanges on the listing day. The top 10 clients by gross traded quantity (buy and sell), net buy quantity and net sell quantity on Sept 26, 2011 across both NSE and BSE is as under: Table No.8: Top 10 clients in terms of Gross Traded Qty Gross Volume Gross Net as a % of PAN Name of client Buy Volume Sell Volume Volume Volume Market Gross Volume CHANDARANA INTERMEDIARIES AACCC4258K BROKERS PRIVATE LIMITED 6228357 6228357 12456714 0 8.99 CROSSEAS CAPITAL SERVICES PRIVATE AACCC5470H LIMITED 5112765 5112879 10225644 ‐114 7.38 A K G SECURITIES AND CONSULTANCY AAACA7549K LTD 3040257 3040257 6080514 0 4.39 AAHFG6629C GKN SECURITIES 2952063 2952063 5904126 0 4.26 AKYPP6342E CHAMPAKLAL NARSHIBHAI PUJARA 1898821 1898821 3797642 0 2.74 AFWPD6568D DAVE CHETAN L. 1667582 1667582 3335164 0 2.41 R M SHARES TRADING PRIVATE AABCR6331B LIMITED 1373589 1373589 2747178 0 1.98 SHREE BHUVANAKARAM TRADINVEST AACCS0916J PRIVATE LIMITED 985652 985652 1971304 0 1.42 AAACG7970J GENUINE STOCK BROKERS PVT. LTD. 864692 864692 1729384 0 1.25 AJEPK6599F KAUR SUKHVINDER 654700 654700 1309400 0 0.95 Total 24778478 24778592 49557070 ‐114 35.77

Table No.9: Top 10 clients in terms of NET SELL Net Volume as Buy Sell NET Sell PAN Client Name a % of Comments Volume Volume Volume Market Net Quantity THE ROYAL BANK OF SCOTLAND Was allotted 441630 shares in AACCA6818K N.V. 0 441630 ‐441630 14.18 the QIB category Was allotted 66,333 shares in AAACA9493L ASIAN MARKETS SECURITIES 0 66333 ‐66333 2.13 the NII Category Was allotted 66,333 shares in AJCPS9114N DINESH JAGMOHAN SHAH 0 66333 ‐66333 2.13 the NII Category Was allotted 53,089 shares in AACCS1443G SUN FINLEASE (GUJARAT) LIMITED 0 53089 ‐53089 1.70 the NII Category Was allotted 26,537 shares in AAACZ1117A ZAVERI FINSTOCK PVT. LTD 0 26537 ‐26537 0.85 the NII Category CLEVER CONSULTANTS PRIVATE Was allotted 26,537 shares in AACCC7137M LIMITED 0 26537 ‐26537 0.85 the NII Category AAACC3235A CPR CAPITAL SERVICES LIMITED 57300 78800 ‐21500 0.69 AAJTS1533P SHIKHA SOMANI MARRIAGE TRUST 5735 22825 ‐17090 0.55 ASHITKUMAR NALINKUMAR SHAH Was allotted 15,935 shares in AAFHS6477Q (HUF) 0 15935 ‐15935 0.51 the NII Category Was allotted 15,918 shares in ABMPB3580D LOPA SAUMIL BHAVNAGARI 10200 26118 ‐15918 0.51 the NII Category Total 73235 824137 ‐750902 24.1 Table No.10: Top 10 clients in terms of NET Buy Net Volume Buy Sell NET Buy as a % of PAN Client Name Comments Volume Volume Volume Market Net Quantity PADAMPRABHU PROJECT Received funds from the proceeds of the AAFCP1778A 140000 0 140000 4.50 PRIVATE LIMITED IPO, routed by PGEL & others.

AOMPP1954N NITIN BABAJI PALANDE 993002 855496 137506 4.42 CELLWORTH Received funds from the proceeds of the AAECC0376J 138393 6688 131705 4.23 MERCANTILE PVT LTD IPO, routed by PGEL & others. JAIMINI TRADING PVT Received funds from the proceeds of the AACCJ3884G 120000 0 120000 3.85 LTD IPO, routed by PGEL & others. M J COMMODITIES Received funds from the proceeds of the AAFCM4704R 140000 25000 115000 3.69 PRIVATE LIMITED IPO, routed by PGEL & others. ETL INFRASTRUCTURE Received funds from the proceeds of the AAACE5567B 100000 0 100000 3.21 FINANCE LTD IPO, routed by PGEL & others. OVERALL FINANCIAL AABCO1577E 623365 523365 100000 3.21 CONSULTANTS PVT. LTD Connected to entities who received DIPALI VINTRADE PVT AADCD0303R 100000 0 100000 3.21 funds from proceeds of the issue, routed LTD by PGEL & others. PARADISE TRADECOM Received funds from the proceeds of the AAECP8118P 100000 0 100000 3.21 PRIVATE LIMITED IPO, routed by PGEL & others. ACQPM4459B MAHESH MITTAL 150100 50100 100000 3.21 Total 2604860 1460649 1144211 36.74

10.2. It is observed that the top 10 clients by gross traded quantity had constituted approx. 35.77% of the market volume. It is further noted that most of the net buyers had received funds from the proceeds of the IPO, routed/ diverted by PGEL and other entities. 10.3. The summary of trades of all the entities receiving funds from the proceeds of the IPO, routed/ diverted by PGEL and other entities are as under: Table No.11: Sr. Net No. Volume as BUY Sell Net BUY a % of PAN Client Name BUY Value Sell Value Volume Volume Volume Market Net Quantity 1 PADAMPRABHU PROJECT PRIVATE AAFCP1778A LIMITED 140000 37650000 0 0.00 140000 4.50 2 AAECC0376J CELLWORTH MERCANTILE PVT LTD 138393 31995296 6688 2203617 131705 4.23 3 AACCJ3884G JAIMINI TRADING PVT LTD 120000 26400000 0 0.00 120000 3.85 4 AAFCM4704R M J COMMODITIES PRIVATE LIMITED 140000 39200000 25000 9625000 115000 3.69 5 AAACE5567B ETL INFRASTRUCTURE FINANCE LTD 100000 20823304 0 0.00 100000 3.21 6 AALCS5917J SEASON MULTITRADE PRIVATE LIMITED 85000 18445000 0 0.00 85000 2.73 7 AAACW8578N WONDER VINCOM PRIVATE LIMITED 82808 19291612 0 0.00 82808 2.66 8 AABCA6770D ADCON CAPITAL SERVICES LIMITED 70000 19600000 0 0.00 70000 2.25 9 AAECP4278L PASUPATI ENCLAVE PRIVATE LIMITED 70000 15253520 0 0.00 70000 2.25 10 AAOCS2721F SATSHRI MULTITRADE PRIVATE LIMITED 70000 15279415 0 0.00 70000 2.25 11 AABCF1808P FRANK MERCANTILE PRIVATE LIMITED 65000 14105000 0 0.00 65000 2.09 12 AACCN8730D NIHAL MERCANTILE PRIVATE LIMITED 50000 12423411 0 0.00 50000 1.61 13 AACCV6426E VIRGO MERCANTILE PRIVATE LIMITED 45000 9765000 0 0.00 45000 1.44 14 AABCL5709K LONA MERCANTILE PRIVATE LIMITED 35000 7595000 0 0.00 35000 1.12 15 AABCJ9074F JAGDAMBA COMPLEX PRIVATE LIMITED 25000 10225749 0 0.00 25000 0.80 16 AAFCM8822N MILI COMMODITIES PRIVATE LIMITED 20000 4340000 0 0.00 20000 0.64 17 AAECP8118P PARADISE TRADECOM PRIVATE LIMITED 100000 24749928 0 0.00 100000 3.21 18 AACCJ0675M JASMINE DEALCOM PRIVATE LIMITED 50000 10749629 0 0.00 50000 1.61 Total of entities receiving funds from proceeds of IPO, routed 1406201 337891864 31688 11828617 1374513 44.14 through PGEL & others(A) 19 AAMCS3593H SHANTI GOODS PRIVATE LIMITED 50000 10750000 0 0.00 50000 1.61 20 AADCT0256B TRIPTI VINCOM PRIVATE LIMITED 73000 17385147 0 0.00 73000 2.34 21 AAACF5005H FUTURE ZONE ENTERTAINMENT P LTD 79000 16985000 0 0.00 79000 2.54 22 AADCD0303R DIPALI VINTRADE PVT LTD 100000 20995162 0 0.00 100000 3.21 23 CONTINENTAL FISCAL MANAGEMENT AABCC0486C LTD. 89000 19313000 0 0.00 89000 2.86 24 AADCG6813H GRACEFUL TIEUP PRIVATE LIMITED 50000 14000000 0 0.00 50000 1.61 B (Entities connected to A) 441000 99428309 0 0 441000 14.17 Overall (A+B) 1847201 437320173 31688 11828617 1815513 58.30

10.4. It is noted that the entities at Sr. No. 1 till 18 of the above table had received funds which were diverted/ routed from the proceeds of the IPO by PGEL and other entities, as has been detailed earlier in this order. 10.5. The entities at Sr. No. 1 till 18 had collectively purchased shares and taken deliveries of a total of 13,74,513 shares i.e. approx. 44.14% of the total net volume. 10.6. As regards entity at Sr. No. 19 till 24 the details are as under: i. Entities at Sr. No. 19 (Shanti Goods Pvt. Ltd.) and Sr. No. 20 (Tripti Vincom Pvt. Ltd.) are having the same address as that of Paradise Tradecom Pvt. Ltd. and Jasmine Dealcom Pvt. Ltd. viz. ‘7 - G C Avenue, 3rd Floor, Kolkata -700013’. Further, the directors of all the 4 companies are Awanish Singh and Gopal Sonker. Since, all the 4 companies are at the same location and under the same management and are having similar trading pattern, it is noted that all the 4 entities have traded in concert with each other. ii. Entity at Sr. No. 21 viz. Future Zone Entertainment Pvt. ltd. (Future Zone) is having the same address as that of ETL Infrastructure Finance Ltd. Further, Deepak Patwari is the common director in both the companies.

Since, both the companies are at same location and have common director and have similar trading pattern, it prima facie appears that Future has purchased shares of PGEL on Sept 26, 2011 in concert with ETL Infrastructure Finance Ltd. iii. It is noted that entity at Sr. No. 23 viz. Continental Fiscal Management Ltd. (Continental) had received ` 1 crore from Tripti Vincom Pvt. Ltd. on Sept 26, 2011 and Continental had transferred/ paid the same amount (` 1 crore) to its broker Dimensional Securities Pvt. Ltd. on the same day (Sept 26, 2011). Entities at Sr. No. 22 (Dipali Vintrade Pvt. Ltd) and Continental have the same address viz. ‘27 Brabourne Road,4th Floor, Room No - 401, Kolkata – 700001’. Considering their common trading patterns and the flow of funds, it prima facie appears that these 3 entities have acted in concert with each other for their trades in PGEL. iv. Entity at Sr. No. 24 (Graceful Tieup Private Limited) had received ` 20 lakhs from Jasmine Dealcom Pvt. Ltd. on November 15, 2011 which was paid/ transferred by Graceful Tieup Pvt. Ltd. on the same day to its broker Indianivesh Securities Pvt. Ltd. Considering their common trading patterns and the flow of funds, it prima facie appears that the said 2 entities have acted in concert with each other for their trading in PGEL.

11. Location of Terminals for the trading by above entities and Timing of Trades 11.1. The location of the terminals for the above clients, who received funds (routed/ diverted by PGEL from the proceeds of the IPO) and their connected entities, have been analyzed and the observations for trades in the scrip of PGEL at NSE on the day of listing are as under: NSE Table No.12: BUY_MEMBE BUY_DEAL BUY_DEALER_AD BORD_O BORD_LI BUYER_NAME BORD_TIME BUY Qty R_NAME ER_NAME DRESS RIG_VOL MIT_PR FUTURE ZONE 12:15:37 50000 215 50000 ENTERTAINMENT P. LTD WONDER VINCOM PRIVATE MEHRA 12:19:25 70000 218 70000 INDIANIVESH ABHISHEK LIMITED INDUSTRIAL SECURITIES BHUPENDR JASMINE DEALCOM PRIVATE ESTATE LBS MARG 12:13:05 50000 215 50000 PVT. LTD. A RATHI LIMITED VIKHROLI 400079 JAIMINI TRADING PVT LTD 11:54:58 70000 220 70000 DIPALI VINTRADE PVT LTD 10:12:52 50000 210 50000 TRIPTI VINCOM PVT LTD 12:04:35 23000 217 23000 C PV EL T L L W TD O RTH MERCANTILE 11:54:50 70000 220 70000 PARADISE TRADECOM 12:12:35 50000 215 50000 PRIVATE LIMITED SHANTI GOODS PRIVATE 12:13:23 50000 215 50000 LIMITED SATSHRI MULTITRADE 11:55:36 10000 220 10000 PRIVATE LIMITED 12:19:10 60000 218 60000

INDIRA SINGH MJ COMMODITIES PRIVATE SECURITIES DINESH HOUSE,3RD 12:38:20 25000 280 25000 LIMITED PRIVATE BANDI FLOOR LIMITED 23/25,AMBALAL 12:38:32 20000 280 20000 DOSHI MARG 12:40:24 25000 280 25000 FORT 400023 12:22:39 25000 218 25000 PADAMPRABHU PROJECT 12:37:30 25000 280 25000 PRIVATE LIMITED 12:37:44 20000 280 20000 209‐210,JASMINE GATEWAY MR. JAGDAMBA COMPLEX TOWER,2ND 15:06:50 12500 410 12500 FINANCIAL CHINMAYA PRIVATE LIMITED FLOOR SERVICES KUMAR LIMITED SHARMA 31,SHAKESPEARE NIHAL MERCANTILE PRIVATE 12:23:16 70000 218 11711 SARANI 700017 LIMITED 12:28:28 13289 216 13289 12:40:48 25000 280 25000 PASUPATI ENCLAVE PRIVATE 12:22:17 70000 218 70000 LIMITED RAJABAHADUR FRANK MERCANTILE PRIVATE 11:56:05 20000 217 20000 MANSION,2ND LIMITED 11:56:53 20000 217 20000 IIT MR. ARUN FLOOR INVESTRUST GOVIND 28,BOMBAY LONA MERCANTILE PRIVATE 11:56:27 20000 217 20000 LIMITED KADAM SAMACHAR LIMITED MARG FORT 400023 MILI COMMODITIES PRIVATE 11:56:37 20000 217 20000 LIMITED SPARKLE E‐ 501, REMI BIZ SECURITIES COURT, OFF VIKESH S ADCON CAPITAL SERVICES SOLUTIONS VEERA DESAI 12:39:39 70000 280 70000 PODDAR LIMITED PRIVATE ROAD ANDHERI LIMITED WEST 400053 48,JAORA SACHIN COMPOUND, SEASON MULTITRADE SIDDHARTH 11:57:58 35000 217 35000 M.Y.H.ROAD, PRIVATE LIMITED SWASTIKA SHINDE INDORE, 452001 INVESTMART BANDUKWALA LIMITED MS. BUILDING,1ST ABHITA VIRGO MERCHANTILE FLOOR BRITISH 11:59:47 35000 217 35000 ARUN PRIVATE LIMITED HOTEL LANE FORT SHIRKE 400023 12 INDIA DIMENSIONA MUKESH EXCHNAGE CONTINENTAL FISCAL L SECURITIES KUMAR PLACE, 4TH 12:02:41 58000 217 58000 MANAGEMENT LTD. PVT. LTD SUKHANI FLOOR, KOLKATA 700001 34,METCALFE,2N DESTINY SHRAVAN D FLOOR, ROOM ETL INFRASTRUCTURE SECURITIES 10:11:27 50000 210 50000 PATWARI NO.5 & 6, FINANCE LTD LTD. KOLKATA 700013 APEEJAY HOUSE, KOTAK MR. 5TH FLOOR 15, FUTURE ZONE SECURITIES SHANTU 12:18:40 29000 215 29000 PARKSTREET. ENTERTAINMENT P LTD LTD. SARAOGI KOLKATA 700016 Total 1182500

11.2. From the above table, the major observations are as under: a) The entities Future Zone, Wonder Vincom Pvt. Ltd., Jasmine Dealcom Pvt. Ltd., Jaimini Trading Pvt. Ltd., Dipali Vintrade Pvt. Ltd., Tripti Vincom Private Limited, Cellworth, Paradise Tradecom Pvt. Ltd., Shanti Goods Pvt. Ltd. and Satshri Multitrade Pvt. Ltd. had placed their orders with Indianivesh Securities Pvt. Ltd. and all their orders were placed through the same dealer, registered in the name of Abhishek Bhupendra Rathi. Further, all these orders (except for Dipali Vintrade Pvt. Ltd.) were placed during the period 11:54:00 till 12:20:00. b) It is further noted that MJC and Padamprabhu Projects Pvt. Ltd., having same address and common directors, had placed their orders through the same dealer of Indira Securities Pvt. ltd. during the time 12:22:00 – 12:41:00. Further, Adcon Capital Services Pvt. ltd., having the same address with M. J. Commodities Pvt. Ltd. and Padamprabhu Projects Pvt. Ltd. had placed its order with its broker Sparkle Securities Solutions Private Limited at 12:39:39. c) It is noted that Frank, Lona and Mili, while dealing through IIT Investrust Limited, had placed their orders through the same dealer and all these orders were placed during the same time i.e. 11:56:00 – 11:57:00. Further, their order quantity and order rate were also identical. d) It is further noted that Season and Virgo, though placing their orders through different dealers, had placed their orders during the same time period 11:57:00 – 12:00:00 and at same order rate and quantity. 11.3. The location of the terminals for the clients, who received funds (routed/ diverted by PGEL from the proceeds of the IPO) and their connected entities, have been analyzed and the observations for trades in the scrip of PGEL at BSE on the day of listing are as under:

Table No.13: MEMBER_NAME USER_NAME USER_ADDRESS CLIENTNAME ORDER_TIME Total 10:11:38 10000 34A, METCALFE 10:11:44 10000 ETL DESTINY SHYAM SUNDER STREET, 2ND FLOOR INFRASTRUCTURE 10:11:47 10000 SECURITIES LTD. DHANUKA KOLKAT WEST BENGAL FINANCE LIMITED 700013 10:11:53 10000 10:11:57 10000 12:02:13 4172 12:03:49 6395 CONTINENTAL DIMENSIONAL RANJIT 33 MARSHALL HOUSE FISCAL 12:04:26 10250 SECURITIES DEVIPRASAD KOLKATA WEST MANAGEMENT 12:04:32 224 PVT.LTD. CHOWDHARY BENGAL 700001 LTD 12:05:03 5587 12:05:14 4372 GATEWAY 31 SHAKESPEARE JAGDAMBA FINANCIAL DURBA. GHOSH SARANI KOLKATA WEST COMPLEX SERVICES LTD. BENGAL 700017 PRIVATE LIMITED 15:19:33 12500 12:02:16 1634 12:02:58 4748 12:03:50 1371 12:04:20 1350 FRANK 12:04:28 1973 MERCANTILE RAJABAHADUR PRIVATE LIMITED 12:04:31 1423 VIKASH MANSION,2ND 12:04:32 1318 IIT INVESTRUST FLOOR,28,BOMBAY HAREKRISHNA 12:04:33 2479 LTD. SAMACHAR MARG. KUMAR MUMBAI 12:05:03 6258 MAHARASHTRA 400001 12:05:15 2446 12:02:26 1511 LONA 12:04:20 1775 MERCANTILE 12:04:31 1244 PRIVATE LIMITED 12:04:32 8219 12:05:04 2251 11:55:16 5164 11:59:45 5367 12:00:00 4516 ROOM NO.14,1ST 12:00:01 4987 FLOOR,GOVARDHAN INDIANIVESH CELLWORTH 12:00:02 4980 ASHISH ARUN CHSL,THEMBA SECURITIES MERCANTILE PVT 12:00:04 8207 JOSHI ROAD,BHAYANDAR PVT.LTD. LTD MUMBAI 12:00:05 1857 MAHARASHTRA 401101 12:00:15 5247 12:00:30 4829 12:00:48 4846 13:26:58 14888

13:27:09 112 13:29:06 3393 11:55:25 5058 11:59:52 4960 12:00:00 6636 12:00:01 4039 JAIMINI TRADING 12:00:02 4350 PVT LTD 12:00:04 5021 12:00:06 5290 12:00:28 4646 12:00:38 5015 12:00:51 4985

13:48:01 2650 13:48:02 1374 13:48:02 1557 WONDER 13:48:02 977 VINCOM PRIVATE 13:48:02 1248 LIMITED 13:48:02 1312 13:48:02 1559 13:48:02 1128 13:48:02 1003 13:09:46 5090 GRACEFUL TIEUP PRIVATE LIMITED 13:09:53 5136 13:10:00 6178 13:10:01 4051 13:10:03 6383 13:10:05 5703 1/1, Ramakrishna 13:10:09 17459 Samadhi Road,5th DEEPAK Floor, Near Kakurgachi PARADISE 13:09:39 5058 MADHUSUDHAN TRADECOM Circle, Kolkata 13:09:52 5092 PATWARI PRIVATE LIMI KOLKATTA WEST 13:09:55 4977 BENGAL 700054 13:10:00 5334 13:10:01 4539 13:10:04 25000 TRIPTI VINCOM PRIVATE LIMITED 13:05:18 50000 DIPALI VINTRADE PVT LTD 10:12:42 50000 13:09:50 8271 23/25,AMBALAL DOSHI INDIRA SHARE & M J MARG,3RD 13:09:54 5792 STOCK BROKERS DINESH M BANDI COMMODITIES FLOOR,FORT, MUMBAI PVT.LTD. PRIVATE LIMITED 13:10:00 8845 MAHARASHTRA 400023 13:10:01 5232

13:10:03 7304 13:10:07 7958 13:10:11 20346 13:10:16 6252 13:09:46 7153 13:09:53 6886 13:09:59 6981 PADAMPRABHU PROJECT PRIVATE 13:10:01 7155 LIMITED 13:10:02 7573 13:10:04 29916 13:10:08 4336 12:03:24 1027 12:04:21 1050 12:04:31 939 VIRGO MERCANTILE 12:04:33 2621 PRIVATE LIMITED 12:05:04 2795 12:05:15 573 12:05:22 995 13 A/B YUDHISHTHIR 12:00:39 5055 SWASTIKA MARG C‐SCHEME INVESTMART ARVIND K GARG 12:03:49 4977 JAIPUR RAJASTHAN LTD. 302001 12:04:26 5043 12:04:32 4963 SEASON 12:05:03 7016 MULTITRADE PRIVATE LIMITED 12:05:13 3017 12:05:19 5112 12:05:30 8060 12:05:33 1976 12:05:37 4781 Grand Total 664701

11.4. From the above table, the major observations are as under:

i. Frank and Lona had placed their orders through the same dealer and at the same time period i.e. 12:02:00 - 12:06:00.

ii. Cellworth, Jaimini and Wonder had placed their orders through the same dealer.

iii. Graceful, Paradise, Tripti and Dipali had placed their orders through the same dealer. Dipali had placed its order at 10:12:42 whereas the other 3 clients had placed their orders during the period 13:05:00- 13:11:00.

iv. M J Commodities and Padamprabhu had placed their orders through the same dealer and at the same time period i.e. 13:09:00 - 13:11:00.

v. Virgo and Season had placed their orders through the same dealer and during the same time period i.e. 12:00:00 - 12:06:00.

12. Sale of shares by QIBs and NIIs

12.1. It is noted that 1 QIB and 21 NIIs had sold a total of 8,08,326 shares on the date of listing, out of the total of 8,15,047 shares allotted to these 22 entities.

12.2. The QIB ‘The Royal Bank of Scotland N.V., (London) Branch’ had sold its entire allotted quantity of 4,41,630 shares on Sept 26, 2011. The counter-party concentration was analyzed and it was observed that Dave Chetan L. (dealing through broker Grishma Securities Pvt. Ltd.) and Overall Financial Consultants Pvt. Ltd. (dealing through the broker Baba Bhoothnath Trade And Commerce Private Limited) were the top 2 counter-parties as can be seen from below:

Table No.14: Sr. No. Name of buyer Buy Qty 1 Dave Chetan L. 147164 2 Overall Financial Consultants Pvt. Ltd 99870 3 Others 194596 Total 441630

It is noted that Dave Chetan L. was an intra-day trader and at the end of the day, Dave Chetan L did not have any net buy on Sept 26, 2011. Most of the deliveries were finally taken by the entities funded by PGEL from the proceeds of the issue.

12.3. The top 5 NIIs in terms of sale of the day of listing are as under:

Table No.15: Name of entity No. of Shares No. of shares allotted in sold on the Sr. No. PAN the IPO date of listing 1 AAACA9493L ASIAN MARKETS SECURITIES PVT LTD 66333 66333 2 AJCPS9114N DINESH JAGMOHANDAS SHAH 66333 66333 3 AACCS1443G SUN FINLEASE (GUJRAT) LTD 53089 53089 4 AAACZ1117A ZAVERI FINSTOCK PVT LTD 26537 26537 CLEVER CONSULTANTS PRIVATE 5 AACCC7137M LIMITED 26537 26537

12.4. Asian Markets Securities Pvt. Ltd. had sold 66,333 shares, out of which the top counter-parties were Dipali Vintrade Pvt. Ltd. and ETL Infrastructure Finance Ltd as detailed below:

Table No.16: Sr. No. Name of buyer Buy Qty 1 Dipali Vintrade Pvt. Ltd. 39,363 2 ETL Infrastructure Finance Ltd 13,813 3 Others 13,157 Total 66,333

It has already been noted that ETL Infrastructure Finance Ltd. had received funds from the proceeds of the IPO, diverted/ routed by PGEL through other entities. Further, it has already been seen that Dipali Vintrade Pvt. Ltd. has acted in concert with the entities, receiving funds diverted/ routed from the proceeds of the IPO.

12.5. Dinesh Jagmohandas Shah had sold 66,333 shares, out of which the top counterparties were Siddhesh Suresh Kamat and ETL Infrastructure Finance Ltd. as detailed below:

Table No.17: Sr. No. Name of buyer Buy Qty 1 Siddhesh Suresh Kamat 33,283 2 ETL Infrastructure Finance Ltd 29,441 3 Others 3,609 Total 66,333

As regards Siddhesh Suresh Kamat, he was an intra-day trader and had squared off his entire trades by the end of the day and most of the deliveries were taken by the buyers funded by PGEL from the proceeds of the IPO. It has already been noted that ETL Infrastructure Finance Ltd. had received funds from the proceeds of the IPO, diverted/ routed by PGEL and other entities

12.6. Sun Finlease (Gujrat) Ltd. had sold 53,089 shares, out of which Dave Chetan L. had purchased 17,579 shares and the other entities were scattered. As already mentioned, Dave Chetan L was an intra-day trader and did not have any net buy on Sept 26, 2011. Most of the deliveries were finally taken by the entities funded by PGEL from the proceeds of the IPO.

12.7. Zaveri Finstock Pvt. Ltd. had sold 26,537 shares, out of which Champaklal Narshibhai Pujara had purchased 25,534 shares. It is noted that Champaklal Narshibhai Pujara was an intra-day trader and did not have any net buy on Sept 26, 2011. Most of the deliveries were finally taken by the entities funded by PGEL from the proceeds of the IPO.

12.8. Clever Consultants Private Ltd. had sold 26,537 shares, out of which Vivek Stock Brokers Pvt. Ltd. had purchased 6013 shares and Dave Chetan L. had purchased 4373 shares. It is noted that both Vivek Stock Brokers Pvt. Ltd. and Dave Chetan L. were intra-day traders and did not have any net buy on Sept 26, 2011. Most of the deliveries were finally taken by the entities funded by PGEL from the proceeds of the IPO.

13. Role of Alfa Fiscal Services Pvt. Ltd. (Alfa) in price movement

13.1. The analysis of variation in last traded price was carried out and it was noted that Alfa had placed most of their orders at prices higher than the LTP. The details have been produced below:

Alfa Fiscal Services Pvt. Ltd.

13.2. It is noted that Alfa had purchased 6,80,051 shares (6,44,827 shares at NSE and 35,244 shares at BSE) and sold 6,30,051 shares (5,94,827 shares at NSE and 35,244 shares at BSE) on Sept 26, 2011 (date of listing). On analyzing the bid orders and ask orders, it has been noted that Alfa had been putting its buy orders at prices higher than the pending ask rates (for the order quantity required by Alfa). The list of all such instances at NSE have been brought out as under:

Table No.18: Sum Sum of Qty of Qty Buy Buy Best 5 pending Price Price Order of Best 5 pending of Trade Order Number LTP Order Order ASK Order increas increas Time best 5 BID order rates best 5 d Qty Rate Qty. rates ed from ed to ASK BID orders orders 2011092650949960 10:55:20 182.9 184.00 9624 182.9 ‐ 183 20868 182.75 ‐182.85 1173 182.9 183 9624 2011092651169567 11:29:05 204.15 210.00 10000 204.15‐204.5 1108 204‐204.1 4482 204.15 205 10000 2011092651176378 11:29:55 204.2 210.00 1968 204.4‐204.5 56 204‐204.2 2239 204.4 204.75 1968 2011092651182158 11:30:45 206.8 210.00 5000 206.8‐206.85 717 206.5‐206.7 1056 206.8 207 5000 2011092651183264 11:30:54 207.7 210.00 4 207.9‐208 783 207.5‐207.7 755 207.9 207.9 4 2011092651190415 11:31:45 209.7 210.00 80 209.9‐209.95 26663 209‐209.7 89887 209.9 209.9 80 2011092651191040 11:31:50 209 215.00 600 209.1‐209.2 1949 208.15‐209 64777 209.1 209.2 600 2011092651191599 11:31:53 213 215.00 2000 213 900 212.1‐212.5 336 213 213.5 2000 2011092651200739 11:32:54 211.1 215.00 5000 211.3‐211.8 1360 211‐211.1 250 211.3 212.5 5000 2011092651201818 11:33:02 212.55 220.00 5000 212.9‐213.4 308 212.45‐212.55 368 212.9 213.9 5000 2011092651202301 11:33:06 212.35 220.00 5000 212.5‐212.9 1584 212.25‐212.3 676 212.5 213.7 5000 2011092651261206 11:42:07 211.9 213.00 5000 211.9‐212 1383 211.5‐211.75 2035 211.9 212.8 5000 2011092651262039 11:42:14 213.2 215.00 5000 213.25‐213.4 534 213.15‐213.2 247 213.25 213.8 5000 2011092651262513 11:42:18 214.5 215.00 5000 214.55‐214.6 2633 214.3‐214.5 308 214.55 214.9 5000 2011092651263662 11:42:25 218.5 225.00 10000 218.7‐219 1617 218.5 1329 218.7 221.15 10000 2011092651265269 11:42:34 221 222.00 5000 221.05‐221.15 233 220.4‐221 4286 221.05 221.55 5000 2011092651265945 11:42:38 221.4 225.00 10000 222 1764 221.25‐221.4 1299 222 223.55 10000 2011092651352643 11:54:34 223.2 225.00 5000 223.5‐224 97261 223.15‐223.2 1037 223.5 224 5000 2011092651353276 11:54:40 223.3 225.00 5000 223.6‐223.65 236 223.2‐223.3 1098 223.6 224 5000 2011092651439694 12:10:24 214.05 215.00 500 214.5‐214.65 752 214‐214.05 116 214.5 214.5 500 2011092651440365 12:10:33 213.35 214.00 80 213.35‐213.5 784 213‐213.1 161 213.35 213.45 80 2011092651680552 12:52:55 255.75 260.00 5000 255.05‐255.8 85 255 17585 255.05 256.65 5000 2011092651680980 12:52:58 258.7 260.00 5000 258.7‐258.85 4556 258.05 1070 258.7 259 5000 2011092651683781 12:53:14 257.8 270.00 10000 257.8‐258.25 14 257.65‐257.7 270 257.8 259.8 10000 2011092651686018 12:53:27 258 265.00 5000 258‐258.75 2514 257.3‐257.6 271 258 259 5000 2011092651740096 12:59:29 230.25 235.00 5000 230.6‐230.8 224 229‐230.25 1282 230.6 233.2 5000 2011092651746307 13:00:13 233.4 235.00 5000 233.4‐234 988 233.15‐233.3 200 233.4 234.75 5000 2011092651760114 13:02:06 238.5 240.00 25 238.5‐238.7 5087 237.9 300 238.5 238.5 25 2011092651760626 13:02:09 237 240.00 700 237.2‐237.7 291 236.5‐237 728 237.2 237.9 700 2011092651761270 13:02:14 237.9 240.00 7000 237.9‐238 349 237.1‐237.2 1529 237.9 238.85 7000 2011092651865507 13:12:14 280.35 290.00 5000 280.4‐280.9 970 280.15‐280.35 341 280.4 281.5 5000 2011092651865888 13:12:16 283 300.00 5000 283 433 281.6‐282.8 570 283 284.3 5000 2011092651866531 13:12:21 284.6 300.00 5000 284.75‐284.8 706 284‐284.6 357 284.75 285.8 5000

2011092651875405 13:13:16 291.4 300.00 300 291.9‐291.95 824 291.25‐291.4 1900 291.9 291.9 300 2011092651888018 13:15:03 288.5 300.00 5000 288.6‐289 149 288.1‐288.5 610 288.6 289.75 5000 2011092651888810 13:15:09 294 300.00 5000 294 710 293.9 772 294 294.8 5000 2011092651892634 13:15:32 293.75 300.00 5000 293.75‐293.95 152 293 793 293.75 294.65 5000 2011092651893355 13:15:36 295.65 300.00 3000 295.65 362 295.25‐295.55 626 295.65 296 3000 2011092651894743 13:15:44 295.9 300.00 2000 295.9‐296 981 295.3‐295.4 587 295.9 296.5 2000 2011092651895251 13:15:48 296 300.00 2000 295.95‐296.3 266 295.1‐295.65 191 295.95 296.5 2000 2011092651896163 13:15:52 298 300.00 3000 298‐298.25 3594 297.3 145 298 298 3000 2011092651896833 13:15:56 297.95 300.00 2000 298.25‐298.4 121 297.05‐297.95 634 298.25 298.6 2000 2011092651897955 13:16:02 296.3 300.00 8000 296.5‐297.05 715 296.05‐296.3 607 296.5 298.5 8000 2011092651909468 13:17:33 301.5 310.00 5000 301.7‐301.9 1470 301.3‐301.5 561 301.7 302 5000 2011092651912137 13:17:50 302.05 310.00 5000 302.2‐303 323 302‐302.05 74 302.2 303.75 5000 2011092651912915 13:17:55 302.4 304.00 5000 302.4‐302.95 294 302‐302.3 444 302.4 303.9 5000 2011092651913242 13:17:57 303 310.00 5000 304‐304.45 2592 303 146 304 304.8 5000 2011092651973676 13:26:58 304 310.00 5000 304‐304.2 622 303.05‐303.35 2887 304 304.95 5000 2011092651974284 13:27:02 304.65 310.00 5000 304.95‐305.45 453 304.35‐304.65 192 304.95 306 5000 2011092651976030 13:27:12 305.5 310.00 5000 305.5 970 305‐305.1 63 305.5 306 5000 2011092652235327 14:03:27 248.35 250.00 500 248.7‐248.9 459 248.2‐248.35 31 248.7 248.95 500 2011092652235569 14:03:29 248.75 250.00 500 248.95‐249 75 248‐248.75 741 248.95 249 500 2011092652248903 14:05:19 241.55 250.00 1000 242 1759 241.05‐241.55 370 242 242 1000 2011092652263775 14:07:09 225.3 230.00 25000 225.5‐225.8 347 225.05‐225.3 219 225.5 229.55 25000 2011092652319162 14:14:22 236.9 240.00 9 236.9‐237.75 185 236.05‐236.3 673 236.9 236.95 9 2011092652319523 14:14:24 235 240.00 50 235 1170 234‐234.1 403 235 235 50 2011092652319856 14:14:27 234 240.00 300 234 1678 233.3‐233.6 141 234 234 300 2011092652320327 14:14:31 233.45 240.00 4000 233.9‐234 2051 233.15‐233.45 427 233.9 234.9 4000 2011092652324067 14:14:56 244 246.10 1 244.4‐244.85 183 243‐243.1 892 244.4 244.4 1 2011092652324572 14:14:59 244 244.85 20 244.5‐245.05 1942 243.8‐243.9 724 244.5 244.5 20 2011092652325149 14:15:03 243.6 244.85 400 243.6 147 243.1‐243.2 435 243.6 244.2 400 2011092652325823 14:15:08 245.05 260.00 8000 245.05 118 244‐245 1627 245.05 246.85 8000 2011092652350654 14:17:13 292.95 300.00 5000 293‐293.5 319 292.2‐292.95 2260 293 295.3 5000 2011092652351141 14:17:16 294.05 300.00 5000 294.65‐294.7 96 294‐294.05 4555 294.65 297.55 5000 2011092652351831 14:17:20 297.05 305.00 10000 297.75 389 297.05 486 297.75 299.95 10000 2011092652352594 14:17:25 302 310.00 10000 302.15‐302.45 139 300.65‐302 1047 302.15 305.7 10000 2011092652520344 14:35:28 342.55 350.00 5000 342.85‐343.6 278 342.5‐342.55 725 342.85 345.4 5000 2011092652522056 14:35:38 340.8 350.00 10000 341‐341.95 129 340.5‐340.8 65 341 344.7 10000 2011092652839185 15:09:54 403 410.00 10000 403‐403.65 213 402.15‐402.35 617 403 404.8 10000 2011092652840363 15:10:00 402.9 410.00 10000 402.9‐403 1045 402.5‐402.6 216 402.9 407 10000 2011092652842544 15:10:11 408 420.00 10000 408 548 407‐407.15 365 408 410 10000 Total 337661

13.3. A few illustrations are as under:

i. Alfa had placed its buy order ‘2011092652325823’ at 14:15:08 for 8,000 shares at ` 260. The buy order by Alfa was placed at much higher price than the LTP of ` 245.05. It is further noted that the best 5 sell orders, which appeared in the screen during that instance, were in the range of ` 244-245. Therefore Alfa had placed its buy order at a price much higher than the LTP and the available sell orders.

ii. Alfa had placed its buy order ‘2011092652352594’ at 14:17:25 for 10,000 shares at ` 310. The buy order by Alfa was placed at much higher than the LTP of ` 302. It is further noted that the best 5 sell orders, which appeared in the screen during that instance, were in the range of ` 302.15-302.45. Therefore Alfa had placed its buy order at a price much higher than the LTP and the available sell orders.

iii. There were several buy orders placed at ` 300. It is noted that the orders of Alfa were executed at prices in the range of ` 283 - 284.3 (for order no. 2011092651865888), ` 284.75 - 285.8 (for order no. 2011092651866531), ` 288.6 - 289.75 (order no. 2011092651888018) etc. However, Alfa kept on placing its buy orders at ` 300.

13.4. A total of 3,37,661 shares (out of total buy of 6,44,827 shares by Alfa at NSE) by Alfa were traded with such buy orders when the buy order was placed at higher prices than the available sell orders in the system. The placement of such orders on continuous basis indicates that the intention of Alfa was to increase the price of the scrip of PGEL.

14. Prima Facie Findings 14.1. PGEL is a company purported to be engaged in the business of manufacturing of consumer electronic components and finished products. The investigation in the IPO of PGEL and its dealings before and after the IPO, prima facie reveals that a predominant portion of the proceeds of the IPO was diverted by PGEL for operations in the equity market as well as for questionable land deals and raw material purchases leading to the suspicion that the issue was for siphoning off and/or diversion of funds.

14.2. PGEL had taken ICDs prior to the IPO and diverted approx. ` 12.95 crores to Wonder Vincom. Wonder Vincom had funded ` 94 lakhs to the IPO allottee namely Chin Info and had also made payments of ` 3.99 crores to 2 entities who were buyers of the shares of PGEL on the day of listing.

14.3. PGEL had also routed ` 9.475 crores of the IPO proceeds to ETL Infrastructure Finance Ltd. through refund of ICDs (created before IPO) to Jainex Securities Pvt. Ltd. and other entities, out of which, ETL Infrastructure Finance Ltd. (ETL) had made payments of ` 1.5 crores to its broker Destiny Securities Ltd (Post-IPO proceeds) and had also made payments of a total of ` 1.2 crores to Paradise and Jasmine. It is noted that Paradise and Jasmine had purchased 1 lakh shares and 50,000 shares of PGEL respectively on the date of listing.

14.4. PGEL had diverted/ routed ` 8 crores to Saptrishi through Prraneta in the form of refund of ICDs which was diverted/ routed further to several buyers of shares of PGEL on the day of listing.

14.5. PGEL had diverted/ routed additional ` 20 crores from the proceeds of the IPO in the form of ICDs to Saptrishi, Wattkins and Raw Gold and advance for purchase of land to Saptrishi, with the aiding and abetting of a group of entities, as detailed above in the order. As regards purchase of land from Saptrishi, PGEL had entered into a MoU with Saptrishi for a total consideration of ` 18 crores (which was valued ` 63 lakhs in less than 3 months prior to the date of MoU), out of which ` 12.5 crores was already paid by PGEL to Saptrishi even before the use of land being converted to industrial use. The entities had used the funds for purchasing of shares of PGEL on the day of listing. Saptrishi and Raw Gold, the receivers of the diverted funds from the proceeds of the IPO, had also made funding to an allottee of the IPO of PGEL viz. M. J. Commodities Pvt. ltd. prior to the IPO for a total of ` 86 lakhs.

14.6. It prima facie appears that PGEL had siphoned off approx. ` 7.25 crores through Nimbus and Supreme in the form of advance for purchase of ‘plastic granules’ from them, out of which ` 40 lakhs have been diverted/ routed to Sunlight which had applied in the IPO of PGEL, ` 2 crores to Wonder Vincom, `

1 crores to Jainex, ` 1.5 crores to Cosmos Dealcom Pvt. Ltd. and more than ` 1.5 crores to Fantasy Dealcom Pvt. ltd.

14.7. It prima facie appears that PGEL had siphoned off funds, in part or in full, out of more than ` 12 crores provided to Safeco Projects Pvt. Ltd. Further, it appears that ` 2 crores have been siphoned off as advance to Realnet in the form of agreement for arranging for acquisition of land.

14.8. The artificial buyers of PGEL distorted the market equilibrium of trading. In a fair market, the price of a scrip is decided on the demand and supply. The buyers after receiving funds from the proceeds of the IPO which were diverted/ routed by PGEL, and their connected entities had acquired a net of 18,15,513 shares (value of approx. ` 42.5 crores) i.e. 58.3% of the total delivered quantity for 31,14,248 shares on Sept 26, 2011 and 31. 6% of the issue size. On the day of listing, the price increased and it closed at ` 415.3. The momentum in the scrip provided by these buyers may have led to increase in the price on the next day (Sept 27, 2011) to ` 483.2. However, the price decreased sharply for the next 6 trading days and it closed at ` 212.3 on October 05, 2011.

14.9. Thus, the artificial buyers of shares of PGEL were created by PGEL. The funds provided to these buyers were diverted from the proceeds of the IPO which have been collected from the investors. Further, the company and its directors have siphoned off money from the company to certain entities in the form of advance for purchase of land etc. The company and its directors have perpetrated fraud on the investors of PGEL.

14.10. From the above, it is clear that PGEL and the entities aiding and abetting PGEL in routing/diversion of funds as well as end receiver of funds trading in the scrip had acted in a fraudulent manner with the investors of PGEL. Their trades also acted as a fraud on the investors by creating a misleading appearance of trading in the securities market and by supporting the demand (buy) and therefore the price of the scrip.

14.11. Three of the allottees namely Chin Info Tech Pvt. Ltd., M J Commodities Pvt. ltd. and Sunlight Financial Advisory Pvt. Ltd. were funded ` 86 lakhs, ` 94 lakhs and ` 40 lakhs respectively by the entities receiving the money diverted by PGEL. The said 3 allottees were allotted 1,55,505 shares (value approx. ` 3.27 crores) of PGEL.

14.12. The diversion/routing of funds through different entities e.g. Saptrishi, Prraneta, Raw Gold, Wattkins, Modi Alloys, Aggarwal Steel, Nimbus, Supreme, Jainex, Safeco etc. and through different forms viz. ICD, land agreements, purchase orders, agreements for receiving plastic granules etc. indicates that the company PGEL was involved in the entire movement of funds and has siphoned off funds and has also routed/ diverted the proceeds of the IPO (money invested by investors) to certain entities for purchasing shares on the day of listing and sustaining the price of the scrip.

14.13. PGEL has suppressed several material facts in the offer documents (RHP and Prospectus) pertaining to the company, utilization of proceeds of issue, agreements for purchase of land etc. and had also made several mis-statements relating to ICDs, placement of purchase orders, general corporate purpose, investments in land etc. as has already been detailed above. Further, proceeds of the IPO were siphoned off and funds were also diverted by PGEL in the equity markets, in contradiction to the statement in the offer documents that it would invest interim use proceeds of IPO in high quality instruments and would not use it for any investments in the equity markets.

14.14. From the above, I find that the Book Running Lead Manager viz. Almondz has not adhered to high standards of services, exercise of due diligence and proper care while acting as Book Running Lead Manager in the IPO of PGEL, thereby depriving the gullible investors of material information to enable them well informed decision.

14.15. The company and its directors, have created an artifice or means to create artificial market for the shares of the company and to attract unsuspecting investors into subscribing to the shares of the company. They were also successful in their attempt as can be seen from the subscription level in the issue. Their act had culminated in a ‘fraud’ on the investors who had dealt in the shares of the company. The disclosures made by the company and its directors had influenced the investment decisions of those investors who had subscribed to the shares of the company during the relevant period. Their manipulative intent is so very manifest in their conduct when they made such disclosures, created investor interest, artificially created market for the shares of the company and later had issued shares in the securities market to their advantage and to the detriment of the genuine, unaware investor.

14.16. The company PGEL and its directors namely Mr. Pramod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta, Mr. Vikas Gupta, Mr. Pramod Kumar Mitra, Mr. Kaushal Chand Singhal, Mr. Prem Pal Malhotra and Mr. Suresh Chandra Gupta have therefore indulged in fraudulent activities and have prima facie violated the provisions of Section 12A (a), (b) and (c) of SEBI Act, 1992 read with Regulations 3 (a), (b), (c), (d), 4(1) ,4 (2) (a), (d), (e), (f) and (k) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.

14.17. The company PGEL and its directors namely Mr. Pramod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta, Mr. Vikas Gupta, Mr. Pramod Kumar Mitra, Mr. Kaushal Chand Singhal, Mr. Prem Pal Malhotra and Mr. Suresh Chandra Gupta have also prima facie violated the provisions of Regulations 57(1), 60(4) (a) and 60 (7) (a) of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 and Clauses 2(VII) (G); 2(VIII) (B) (5) (b) and (6); and 2 (XVI) (B) (2) of Part A of Schedule VIII read with Regulation 57 (2) (a) of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009).

14.18. The merchant banker Almondz, Managing Director & CEO Mr. Vinay Mehta and Mr. Sanjay Dewan (authorized signatory to Almondz for the due-diligence certificate) have prima facie violated the provisions of Regulation 64(1) and 8(2) (b), (e) and (f) of SEBI (Issue of Capital & Disclosure

Requirements) Regulations, 2009 and Regulation 13 read with Clauses 1, 2, 3, 4, 6, 7 and 21 of the Code of Conduct for Merchant Bankers specified under Schedule III in the SEBI (Merchant Bankers) Regulations, 1992.

14.19. The entities as mentioned in the table below acted as layers/conduits in the movement of funds and diversion/ routing of proceeds of the IPO to - a) the buyers indulging in fraudulent trades on the date of listing; and/or b) to the entities bidding in the IPO of PGEL;

and have therefore prima facie violated the provisions of Section 12A (a), (b) and (c) of SEBI Act, 1992 read with Regulations 3 (a), (b), (c), (d), 4(1) and 4 (2) (a) and (e) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003:

Table No. 19: Sr. No. Entities Comments 1 Prraneta Industries Ltd. and its directors Omprakash A company acts through its Khandelwal, Subramanya Kusnur, Jils Raichand Madan, board of directors. It is the duty and responsibility of the Jyoti Munver, Kiran Dilip Thakore and Manish Bhupendra directors to abide by the law. Thakkar. 2 Saptrishi Suppliers Pvt. Ltd. and its directors Ram Awtar Therefore, the directors of Sharma and Manjit T. Jajoo. the companies are equally 3 Raw Gold Securities Pvt. Ltd. and its directors Dipankar responsible for the acts of Sarkar, Aparna Banerjee and Sawankumar T Jajoo. the companies. 4 Wattkins Commerce Pvt. Ltd. and its directors Subrata Banerjee, Sunderji Mulji Shah, Dinesh Sunderji Shah, Devchand Mulji Shah and Vivek Jain 5 Modi Alloys India Pvt. Ltd. and its directors Rohit Modi and Rakesh Modi 6 Jainex Securities Pvt. Ltd. and its directors Shyam Sundar Sekhsaria, Sunderji Mulji Shah, Dinesh Sunderji Shah and Devchand Mulji Shah 7 Nimbus Industries Ltd. and its directors Bharat Bachubhai Merchant, Sandeep Bakul Sheth, Nimish Thakore and Rajeshbhai Bhagat

14.20. It appears that the entities as mentioned in the table below have aided and abetted PGEL in the siphoning off funds from PGEL and have prima facie violated the provisions of Section 12A (a), (b) and (c) of SEBI Act, 1992 read with Regulations 3 (a), (b), (c), (d) and 4 (1) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003:

Table No. 20: Sr. No. Entities Comments 1 Realnet Infraprojects Pvt. Ltd. and its directors A company acts through its Ronak Narendra Kotecha and Arun Kumar board of directors. It is the duty and responsibility of the Balakrishnan Chammincheri directors to abide by the law. 2 Nimbus Industries Ltd. and its directors Bharat Bachubhai Merchant, Sandeep Bakul Sheth, Therefore, the directors of the Nimish Thakore and Rajeshbhai Bhagat companies are equally 3 Supreme Communication Ltd. and its director responsible for the acts of the Sandeep Bakul Sheth companies. 4 Safeco Projects Pvt. Ltd. and its directors Bablu Shaw and Sanjay Shaw 5 Saptrishi Suppliers Pvt. Ltd. and its directors Ram Awtar Sharma and Manjit T. Jajoo.

14.21. The entities M. J. Commodities Pvt. Ltd. (directors Sanjay Nathmal Minda and Sawankumar Tolaram Jajoo), Chin Info Tech Pvt. ltd. (erstwhile directors Dilip Kumar Dhariwal, Manoj Jokhu Sahani and Vikas Jain) and Sunlight Financial Advisory Pvt. Ltd. (directors Vijay Kumar Agarwal and Amit Agarwal) had applied in the IPO and the funds to all of them were diverted/ routed by PGEL and have therefore prima facie violated the provisions of Section 12A (a), (b) and (c) of SEBI Act, 1992 and Regulations 3 (a), (b), (c), (d) and 4(1) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. 14.22. The entities in the below table have indulged in fraudulent trades using the funds routed/diverted from the proceeds of the IPO and have therefore prima facie violated the provisions of Section 12A (a), (b) and (c) of SEBI Act, 1992 read with Regulations 3 (a), (b), (c), (d), 4(1) and 4 (2) (a) and (e) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003: Table No. 21: Sr. No. Entities Comments 1 Padamprabhu Project Pvt. Ltd. and its directors Sanjay Nathmal A company Minda and Sawankumar T. Jajoo acts through its 2 Cellworth Mercantile Pvt. Ltd. and its directors Amar Nath Singh and board of Bablu Shaw and erstwhile directors Jai Prakash Agarwal and Manju directors.

It is Agarwal (resigned w.e.f. Nov 17, 2011) the duty and 3 Jaimini Trading Pvt. Ltd. and its directors Amar Nath Singh and Bablu responsibility of Shaw and erstwhile directors Jai Prakash Agarwal and Manju the directors to Agarwal (resigned w.e.f. Nov 17, 2011) abide by the 4 M. J. Commodities Private Limited and its directors Sanjay Nathmal law. Minda and Sawankumar T Jajoo Therefore, the 5 ETL Infrastructure Finance Ltd. and its directors Amit Agarwal, directors of the Deepak Patwari and Dilip Kumar Agarwal companies are 6 Season Multitrade Pvt. Ltd. and its directors Mukesh Kumar Jajoo equally and Avinash Jajoo responsible for 7 Wonder Vincom Pvt. Limited and its directors Devendra Kumar the acts of the Lakhotia, Pawan Maru, Dinesh Singh and Ramendra Kumar Singh companies. 8 Adcon Capital Services Limited and its directors Sanjay Nathmal Minda, Manjit T Jajoo and Sawankumar T Jajoo 9 Pasupati Enclave Private Limited and its directors Sanjib Kumar Mondal and Vivek Jain 10 Satshri Multitrade Private Limited and its erstwhile directors Jai Prakash Agarwal and Manju Agarwal (resigned w.e.f. Nov 17, 2011) 11 Frank Mercantile Private Limited and its directors Kunal Gupta and Avinash Jajoo 12 Nihal Mercantile Private Limited and its directors Dipankar Sarkar, Sanjib Kumar Mondal, Aruna Chudaman Umredkar and Chudman Anandrao Umredkar 13 Virgo Mercantile Private Limited and its directors Tushar Sharma and Avinash Jajoo 14 Lona Mercantile Private Limited and its directors Devendra Kumar Lakhotia, Manoj Pachlangia, Rakesh P Parik and Avinash Jajoo 15 Jagdamba Complex Private Limited and its directors Sanjib Kumar Mondal and Vivek Jain 16 Mili Commodities Private Limited and its directors Devendra Kumar Lakhotia, Rohit Chintamani Dubey, Dilip Ziledar Singh and Avinash Jajoo 17 Paradise Tradecom Private Limited and its directors Gopal Sonker and Awanish Singh 18 Jasmine Dealcom Private Limited and its directors Gopal Sonker and Awanish Singh

14.23. Alfa fiscal Services Pvt. Ltd. (directors Bhavesh Natwarlal Sheth and Hardik R Bagadia) indulged in manipulation of price of the scrip and has therefore prima facie violated the provisions of Section 12A (a), (b) and (c) of SEBI Act, 1992 read with Regulations 3 (a), (b), (c), (d), 4(1) and 4 (2) (a) and (e) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.

14.24. The timing and manner in which the ICDs were taken just before opening of the IPO, placing of purchase orders and entering into agreements for purchase of land, refunding of the ICDs within 1 day of receipt of proceeds of IPO and placing of fresh ICDs from the proceeds of the IPO, all, with total disregard to the disclosures made to investors raises serious concerns about the company, its directors and their role towards investors and law of land. 14.25. The decision as to the quantum of funds to be raised and the price at which the shares are to be issued is left to the issuer company. The issuer company is considered to be the best judge to decide the same as such decisions pertain to its functioning. But once it is decided to raise funds from the public then the public interest comes into the picture and the matter is not left exclusively to the discretion of the issuer. The Issuer Company is required to maintain certain standards of disclosure relating to various matters having a bearing on the investment decision of the investors. 14.26. SEBI has adopted disclosure based regulatory regime. Under this framework, issuers and intermediaries disclose relevant details about themselves, the products, the market and the regulations so that the investor can take informed investment decisions based on such disclosures. SEBI has prescribed and monitors various initial and continuous disclosures. In the case of an IPO by a company, the information about the company is made available to the public/investors in the form of offer document. The public/investors make its decision based on the information provided to them in the form of disclosures in the offer document.

14.27. Full, fair and timely disclosures form the cornerstone of any disclosure requirement stipulated by SEBI. The guiding principle in a disclosure-based regulatory regime is the need for the issuers of securities to provide the potential investors with full, accurate and timely disclosure of all relevant information in respect of the issuer and the security being issued to enable the potential investors to make their own informed investment decisions. It is on this premise that securities regulation is based. The access to the securities market for issuers is conditional upon such disclosures. The disclosure-based regime imposes a heavier responsibility on the issuers of securities and their Merchant Banker in respect of the accuracy and completeness of the information disclosed by them. 14.28. By virtue of the failure to make the necessary disclosures on time in this case, the fact remains that the investors were deprived of the important information at the relevant point of time. In other words, by not complying with the regulatory obligation of making the disclosures, the Company and its Directors had not provided the vital information which is detrimental to the interest of investors in securities market. 14.29. Reference is drawn to the interpretation made by Supreme Court in the matter of Chander Kanta Bansal V. Rajinder Singh Anand MANU/SC/7310/2008 : (2008) 5 SCC 117 as under : “The words “due diligence” have not been defined in the Code of Civil Procedure, 1908. According to Oxford Dictionary (Edn. 2006), the word “diligence” means careful and persistent application or effort. “Diligent” means careful and steady in application to one’s work and duties, showing care and effort. As per Black’s law Dictionary (18th Edn), “Due Diligence” means the diligence reasonably expected from, and ordinarily exercised by, a person who seeks to satisfy a legal requirement or to discharge an obligation. According to Words and Pharses by Drain-Dyspnea (Permanent Edn. 13-A) “due diligence”, in law, means doing everything reasonable, not everything possible. “Due

Diligence” means reasonable diligence; it means such diligence as a prudent man would exercise in the conduct of his own affairs.” 14.30. The role of a merchant banker in the securities market is very important in the process of issue management. The merchant banker plays a vital role in channeling the financial surplus of the society into productive investment avenues. A Merchant Banker is appointed for the purpose of managing the issue of an IPO of a Company and it plays a fiduciary role by coordinating the activities of the Company, the Regulatory Bodies, and the Investors. It is evident that the Merchant Banker is the focal point in a public issue, without him acting diligently and complying strictly with the letter and spirit of the rules and regulations framed there under, the issue cannot be properly regulated and investors are put to grave danger, which is not in the interest of the securities market. The purpose of filing the offer document through the Merchant Banker with SEBI is not a mere ritual or formality. I am of the view that the due diligence on the part of the merchant banker does not mean passively reporting whatever is reported to it but to find out everything that is worth finding out.

The due diligence process is directed towards ensuring that the offer document does not contain any statement or information that is false or misleading, or contain any material omission. It is also directed towards ensuring that the information furnished in the offer document is not in any way exaggerated or deficient and that the material facts are not suppressed to the disadvantage of the investors. Further, the due diligence is about making an active effort to find out material developments that would affect the interest of investors. It is on the faith that the Merchant Banker has conducted due diligence that an investor invests in the company. The importance of a due diligence process expected from Merchant Bankers in a disclosure regime cannot be over-emphasised. If the Merchant Banker fails to act diligently and comply strictly with the letter and spirit of the regulations, the investors are put to grave danger. Hence it is very important that the various responsibilities associated with the due diligence are discharged with care and caution. Hence only persons who follow the rules and regulations scrupulously can be entrusted with such responsibilities.

14.31. As a regulator, it is SEBI’s duty to take immediate steps to prevent such persons from further misleading investors and impairing the integrity of the market. SEBI as a regulator cannot allow such entities to continue with any activity in respect of the issuing. Accordingly, in this case I feel that immediate action is called for in the interest of the investing public. 14.32. I am of the view that this is without doubt a fit case, where I need to effectively and expeditiously use the powers given to SEBI to prevent any further harm to investors. In order to protect the investors and safeguard the integrity of the securities market, it is necessary for SEBI to exercise these powers firmly, effectively and immediately to insulate the market and its investors from the actions of persons who potentially perpetrated fraud and/or mislead investors in the securities market. 15. Order 15.1. In view of the foregoing, I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act 1992 read with Sections 11 (1), 11(4), 11A and 11B of SEBI Act, 1992 thereof, pending investigation, by way of this ad interim ex-parte order, hereby issue the following directions: a) The company PG Electroplast Ltd. is prohibited from raising any further capital from the securities market, in any manner whatsoever, till further directions. b) The company PG Electroplast Ltd. (PAN: AACCP9321Q) and its directors Mr. Pramod Gupta (PAN: AAHPG5646F), Mr. Anurag Gupta (PAN: AAHPG5647E), Mr. Vishal Gupta (PAN: AAHPG5643A), Mr. Vikas Gupta (PAN: AAHPG5644H), Mr. Pramod Kumar Mitra (PAN:ACMPM1421D), Mr. Kaushal Chand Singhal (PAN:AECPS1626L), Mr. Prem Pal Malhotra (PAN:AAEPM8187A) and Mr. Suresh Chandra Gupta (PAN: AACPG1306P) are prohibited from buying, selling or dealing in the securities market, in any manner whatsoever, till further directions.

c) The company PG Electroplast Ltd. shall: i. call back ` 32 crores (` 15 crores from Saptrishi Suppliers Pvt. Ltd., ` 7 crores from Raw Gold Securities Pvt. Ltd. and ` 10 crores from Wattkins Commerce Pvt. Ltd.), which have been given as ICDs, and shall be kept in a separate interest bearing escrow account with scheduled commercial bank, till further directions; and ii. deposit the proceeds of the IPO still lying with them in the escrow account to be created as directed above, till further directions; and confirmation of the above (i) and (ii) shall be given to NSE and BSE within 7 days of the date of this order. d) The merchant banker Almondz Global Securities Ltd., Mr. Vinay Mehta (Managing Director & CEO of Almondz) and Mr. Sanjay Dewan (authorized signatory to Almondz for the due-diligence certificate) are prohibited from taking up any new assignment or involvement in any new issue of capital including IPO, follow-on issue etc. from the securities market in any manner whatsoever, from the date of this order till further directions. e) The following entities are prohibited from buying, selling or dealing in the securities market, in any manner whatsoever, till further directions: Table No. 22:

Sr. No. Name of Entity PAN 1 Prraneta Industries Ltd. - (Prraneta Industries Ltd. is listed at BSE) 2 Saptrishi Suppliers Pvt. Ltd. AAECS3863Q 3 Raw Gold Securities Pvt. Ltd. AAACR9125J 4 Wattkins Commerce Pvt. Ltd. AAACW2298K 5 Modi Alloys India Pvt. Ltd. AAECM7892F 6 Jainex Securities Pvt. Ltd. AABCJ0346E 7 Padamprabhu Project Pvt. Ltd. AAFCP1778A 8 Cellworth Mercantile Pvt. Ltd. AAECC0376J 9 Jaimini Trading Pvt. Ltd AACCJ3884G 10 ETL Infrastructure Finance Ltd AAACE5567B

11 Season Multitrade Pvt. Ltd. AALCS5917J 12 Wonder Vincom Pvt. Ltd. AAACW8578N 13 Adcon Capital Services Ltd. AABCA6770D 14 Pasupati Enclave Pvt. Ltd. AAECP4278L 15 Satshri Multitrade Pvt. Ltd. AAOCS2721F 16 Frank Mercantile Pvt. Ltd. AABCF1808P 17 Nihal Mercantile Pvt. Ltd. AACCN8730D 18 Virgo Mercantile Pvt. Ltd. AACCV6426E 19 Lona Mercantile Pvt. Ltd. AABCL5709K 20 Jagdamba Complex Pvt. Ltd. AABCJ9074F 21 Mili Commodities Pvt. Ltd. AAFCM8822N 22 Paradise Tradecom Pvt. Ltd. AAECP8118P 23 Jasmine Dealcom Pvt. Ltd. AACCJ0675M 24 Chin Info Tech Pvt. ltd. AADCC6173C 25 M. J. Commodities Pvt. Ltd. AAFCM4704R 26 Realnet Infraprojects Pvt. ltd. AAECR9403R 27 Nimbus Industries Ltd. - 28 Supreme Communication Ltd. - 29 Safeco Projects Pvt. Ltd. AAJCS4155N Sunlight Financial Advisory 30 AALCS4533N Pvt. Ltd. 31 Alfa Fiscal Services Pvt. Ltd. AABCA8192K 32 Amar Nath Singh AMBPS7345H 33 Amit Agarwal - (Director of ETL Infrastructure Finance Ltd.) 34 Amit Agarwal AEXPA2254F 35 Aparna Banerjee ALBPB0397F Arun Kumar Balakrishnan 36 AHBPC3244Q Chammincheri 37 Aruna Chudaman Umredkar AAIPU7781L 38 Avinash Jajoo ACVPJ4002G 39 Awanish Singh BYOPS3032F 40 Bablu Shaw CDUPS3949H 41 Bharat Bachubhai Merchant - (Director of Nimbus Industries Ltd.) 42 Chudman Anandrao Umredkar AAIPU9119L 43 Deepak Patwari AKHPP3737A 44 Devchand Mulji Shah AAPPS4210H 45 Devendra Kumar Lakhotia AAWPL8433G 46 Dilip Kumar Agarwal ACQPA6162K 47 Dilip Kumar Dhariwal AHGPD3335E

48 Dilip Ziledar Singh APFPS6547G 49 Dinesh Singh BQWPS9380L 50 Dinesh Sunderji Shah AAFPS3093N 51 Dipankar Sarkar AZCPS7890M 52 Gopal Sonker BRDPS0549F - (Erstwhile director of Cellworth, Jaimini and 53 Jai Prakash Agarwal Satshri Multitrade Pvt. Ltd.) 54 Jils Raichand Madan AGKPM3175A 55 Jyoti Munver ALSPM2060P 56 Kiran Dilip Thakore - (Director of Prraneta Industries Ltd.) 57 Kunal Gupta AGCPG2079H 58 Manish Bhupendra Thakkar AABPT0544K 59 Manjit T Jajoo AEYPJ0106N 60 Manoj Pachlangia ALKPP3875H 61 Manoj Jokhu Sahani BKUPS0030H - (Erstwhile director of Cellworth, Jaimini and 62 Manju Agarwal Satshri Multitrade Pvt. Ltd.) 63 Mukesh Kumar Jajoo ACSPJ7433J 64 Nimish Thakore - (Director of Nimbus Industries Ltd.) 65 Omprakash Khandelwal ABGPK4008D 66 Pawan Maru APXPM4576P 67 Rajeshbhai Bhagat AQFPB6163N 68 Rakesh Modi AFKPM1166L 69 Rakesh P Parik AGSPP9141M 70 Ram Awtar Sharma AAIPS6508F 71 Ramendra Kumar Singh BLIPS6490N 72 Rohit Chintamani Dubey AFWPD8709C 73 Rohit Modi ADRPM7626G 74 Ronak Narendra Kotecha BDDPK9588C 75 Sanjay Nathmal Minda AACPM9995Q 76 Sanjay Shaw AWMPS8452J 77 Sandeep Bakul Sheth AMWPS5089F 78 Sanjib Kumar Mondal ANQPM3772J 79 Sawankumar T Jajoo ADCPJ2044G 80 Shyam Sundar Sekhsaria ATXPS6514M 81 Subramanya Kusnur ABJPK6269R 82 Subrata Banerjee - (Director of Wattkins Commerce Pvt. Ltd.; 83 Sunderji Mulji Shah AAPPS4209N 84 Tushar Sharma AWZPS6008B 85 Vijay Kumar Agarwal - (Director of Sunlight Financial Advisory Pvt. Ltd.)

86 Vikas Jain AGUPJ5709M 87 Vivek Jain AFKPJ0712M 88 Bhavesh Natwarlal Sheth AHGPS8751A 89 Hardik R Bagadia AHKPB6972F f) The stock exchanges are, however, advised to enable squaring off, at the earliest, existing open positions in the Futures and Options Segment, if any, for the persons/entities mentioned above. Further, the concerned stock exchanges should also ensure that said persons/entities do not take fresh positions or increase their open positions in the Futures and Options Segment. g) All stock exchanges and depositories are directed to ensure that all the above directions are strictly enforced within the powers under them. h) The above order is without prejudice to any other action that may be initiated against the above entities for the said violations. i) A copy of this order shall be forwarded to The Ministry of Corporate Affairs, Income Tax Department and Enforcement Directorate. j) The persons/entities against whom this order is passed may file their objections, if any, within twenty one days from the date of this order and, if they so desire, avail themselves of an opportunity of personal hearing before the Securities and Exchange Board of India, on a date and time to be fixed on a specific request, received from the said persons. k) This order shall come into force with immediate effect.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA PLACE: MUMBAI DATE: DECEMBER 28, 2011