Order in the matter of Kelvin Fincap Limited

WTM/SM/IVD/ID7/8820/2020-21 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11(1), 11(4) AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN THE MATTER OF KELVIN FINCAP LIMITED

In respect of: Table 1 Sl. No./ Name of the Noticee PAN Noticee No. 1. Do Max Steel Limited AACCD7020L 2. Cromakem Limited AAECC0841Q 3. Zimig Trading Company Private Limited AAACZ6848C 4. Nova Gold Petro Resources Limited AAACO2454R 5. ACIL Cotton Industries Limited AABCA7788F 6. Jalpa Mitesh Jani AMVPJ5720H 7. Stardom Trading Company Pvt. Ltd. AAHCS1332H 8. Suryamangal Media Entertainment Limited AAHCS4914K 9. Maruti Shankar Gaude AQQPG4855K 10. Cornhill Trading Company Pvt. Ltd. AACCC0591P 11. Sonal International Ltd. AACCS1185R 12. Vidyadhar Ramnaresh Dubey AHNPD1452H 13. Kirti Kantilal Mehta AKSPM3939N 14. Madhuben Babulal Modi AOYPM7851H 15. Fast Track Entertainment Limited AAACF7961Q 16. IFSL Limited AAAC4383H 17. Vinod Gajanan Dhadave AIYPD1020H 18. Heema Infocom Limited AADCH2621N 19. Inventure Finance Pvt. Ltd. AAACM0623J 20. Umang Projects Limited AAACU8715B 21. Jitendra C Janani HUF AAAHJ0488F 22. Nainesh Gunvantlal Jain HUF AAAHN3298K 23. Omprakash Agarwal HUF AAAHO2774F 24. Ramesh C Janani HUF AAAHR0144Q

Order in the matter of Kelvin Fincap Limited

Sl. No./ Name of the Noticee PAN Noticee No. 25. Champalal Mohanlal Jain AAAPJ9174C 26. Dukes Consumer Care Limited AABCD4645E 27. Dalmia Pramod Kumar HUF AABHD3494G 28. Sanghvi Sanjay Madanlal HUF AABHS896N 29. Mahendra Dhanjibhai Amin AABPA4050H 30. Chandrika Dharmendra Sanghavi AABPS8536Q 31. Kamalkishore Karwa HUF AACHK9840E 32. Makwana Arunbhai Mohanbhai HUF AACHM6405R 33. Patel Ambalal Ranchhodbhai HUF AACHP4026P 34. Dhirajlal Jagjivandas Parekh AACPP8180A 35. Solex Commercial Credit Pvt. Ltd. AADCS7899F 36. Viren Shelters Limited AADCV0856B 37. Balkishan Innani HUF AADHB8997E 38. Vimal Kumar Praveenchand HUF AAEHV8290D 39. Vaishali Nainesh Jain AAEPJ2561P 40. Shivali Dhirajlal Parekh AAEPP2449Q 41. Dinesh Kumar Jain HUF AAFHD8458Q 42. Praveenchandra Amichand HUF AAFHP5115A 43. Srikant Karwa HUF AAFHS1862M 44. Sheetal S Mehta HUF AAFHS8024K 45. Murali Krishna Manepally HUF AAGHM2011M 46. Gopi Krishna Manepally HUF AAGHM2012J 47. Jyoti Dhirajlal Parekh AAGPP4875J 48. Vikas Kumar HUF AAHHV3712M 49. Dukes Products India Limited AAICS0162N 50. Babitaben Mahendrakumar Jain AAJPJ4929L 51. Ankit Mahendra Jain HUF AAKHA9197C 52. Ramesh Challani HUF AALHR9880C 53. Atul Jain AALPJ3459K 54. Shardaben Mohanbhai Makwana AAPPM6035J 55. Vijaybhai Mohanbhai Makwana AAPPM6445E 56. Namdeo Kisan Tajane AAQPT4000M

Sl. No./ Name of the Noticee PAN Noticee No. 57. Ravi Vajawat AASPV1975F 58. Mukesh Nanubhai Desai AATPD0728R 59. Rameshwarlal Gulabchand Kothari AAVPA0108L 60. Bharati Bharatumar Upadhyay AAVPU3814B 61. Hema Prabhakar Deshmukh AAZPD5085B 62. Anand Kumar Nahar ABCPN0097M 63. Rakshaben Arunbhai Makwana ABHPW9090J 64. Sonalben Vijaybhai Makwana ABHPM9092L 65. Vikas Gupta ABOPG4132E 66. Porwal Manish Kumar ABOPP8114D 67. Laxmi Kanta Tolasariya ABTPT0016D 68. Praveenchand Mahaveer Kumar Jain ABWPM6494R 69. Chaya Deepak Thakker ABWPT3678G 70. Om Prakash Agarwal ACLPA3472F 71. Sanjay Madanlal Sanghvi ACQPS5671M 72. Jaya Lalit Shah ACTPR0863K 73. Sheetal Shashikant Mehta ACXPM5128N 74. Krunal Ramesh Janani ADFPJ1887Q 75. Abhaykumar Parasmal Bora ADHPB4825G 76. Devibai Bhawarlal Gandhi AEEPG7912H 77. Vandana Anilkumar Bhandari AEJPB4820Q 78. Pawan Jain AEKPJ9968A 79. Jain Dinesh Kumar AFAPD5513L 80. Ruchit Hiralal Jain AFCPJ6983L 81. Kapilaben U Joshi AFLPD0265J 82. Sweetydevi Hiteshkumar Chopra AFYPB2359C 83. Mamta Pravin Gandhi AFZPG5363E 84. Shakuntala Karwa AGFPK2166G 85. Ankit Agarwal AGJPA1748G 86. Suraj Prakash Bhalla AGKPB1054B 87. Prakash Prajapat AHMPP5481H 88. Rakeshkumar Narayanbhai Prajapati AHMPP6874C 89. Dinesh Mulji Pate AIGPP8011N

Sl. No./ Name of the Noticee PAN Noticee No. 90. Kunal Prabhakar Deshmukh AJCPD4157A 91. Mayuri Prabhakar Deshmukh AJCPD8627M 92. Nitin Kagzi AJGPK7846K 93. Vikas Kumar Jain AJLPJ2277L 94. Prachi Kagzi AJSPP5881H 95. Avinash Porwal AJZPP1664P 96. Sulochana R Karwa ALFPK4226Q 97. Ramesh Morandmal Sadhwani ALJPS5991A 98. Bhagwatilal Bhuralaji Pagaria ALZPP3198A 99. Geeta Bharat Sanghvi AMVPS6299J 100. Anup Prabhakar Deshmukh ANZPD8205A 101. Komilkumar Anilbhai Chauhan AOMPC0772K 102. Sonalben Dhirenkumar Patel APLPP4465J 103. Karnesh Pannalal Shyamsukha AQSPS3383G 104. Pallavi Milind Shirude AVJPS3232Q 105. Mohit Rajkumar Kothari AXDPK5755C 106. Seema Haresh Shah AXFPS1272E 107. Sarthak Sureshkumar Kothari AYUPK7834Q 108. Rushabh Vipul Shah BMMPS8777F 109. Shreya Sanghvi X BMTPS0594M 110. Madhu Karnesh Shyamsukh CAJPS1111F 111. Yash Parag Shah EFMPS7289C 112. Parag Chandrkant Shah ARRPS2518R 113. Chirag Dineshkumar Shah CFPPS4835H 114. Sapan Chemicals Limited AAFCS2725Q 115. Jayshree Shankar Bhosle AFMPB0449P 116. Rupesh Balkrishna Bhoir ALZPB9604R (The above entities are individually referred to by their corresponding names/numbers and collectively referred to as “Noticees”) 1. Securities and Exchange Board of India ("SEBI") examined the dealings in the scrip of Kelvin Fincap Limited (formerly known as "Dahyabhai Sons Limited" and hereinafter referred to as "Kelvin" or the “Company”) on the Bombay Stock Exchange Limited (for convenience hereinafter referred to as "BSE") based on the sharp rise in price/volume in the scrip.

It was observed that during the period from June 18, 2013 to July 23, 2013 (hereinafter referred to as "Patch 1"), the share price of Kelvin had increased from ₹151.55/- to ₹225/, i.e., an increase of 48% in 26 trading days. On July 24, 2013, the shares of Kelvin were split in the ratio of 1:1 and post split of shares, from July 24, 2013 to May 29, 2014 (hereinafter referred to as "Patch 3"), the price of the scrip increased from ₹118/- to ₹535/-, i.e., an increase of 353% in 205 trading days. 2. In this backdrop, pending investigation and passing of final order, in order to protect the interest of the investors and the integrity of the securities market SEBI, in exercise of the powers conferred in terms of section 19 read with section 11(1), section 11 (4) (b) and section 11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as the “SEBI Act, 1992”) and section 12A of the Securities Contracts (Regulation) Act, 1956, passed an ad interim ex-parte order dated August 14, 2014 issuing following directions:- (a) restrained the below mentioned 44 entities from accessing the securities market and further prohibited them from buying, selling or dealing in securities in any manner whatsoever till further directions:- Table 2: Entities against whom SEBI issued directions vide the interim order.

Sl. No. Name of the entity 1. Kelvin Fincap Limited 2. Keyur M Shah 3. Keyur M Shah (HUF) 4. Kavita K Shah 5. Dahyabhai Shares And Stock Brokers Limited 6. Sushma Vimalkumar Raval 7. Vishal Kumar Shah 8. Mansukh Sanghvi 9. Bhavik Satish Badani 10. Bipin Bhikhabhai Patel 11. Mahendrabhai Sakalchand Shah 12. Surekhaben K Shah 13. Inventure Finance Private Limited 14. Mukesh Nanubhai Desai 15. Kavita Sunish Behl 16. Hasmukhlal Ramanlal Shah 17. Shobhanaben N. Moradia

Sl. No. Name of the entity 18. Bharat N. Moradiya 19. Mukesh N. Moradia 20. Shehul V. Moradia 21. Hiren Tulsibhai Moradia 22. Rajesh Moradia 23. Dharmesh Tulsibhai Moradia 24. Vasantben Dhanjibhai Donda 25. Dhanjibhai S. Donda 26. Bhimjibhai D. Chanchapara 27. Vallabhbhai D. Sachapra 28. Geeta N. Shah 29. Cromakem Limited 30. Do Max Steel Limited 31. Sapan Chemicals Limited 32. Fast Track Entertainment Limited 33. Sonal International Ltd 34. Jalpa Jani 35. Jayshree Shankar Bhosle 36. Kirti Mehta 37. Stardom Trading Company Pvt. Ltd. 38. Cornhill Trading Company Pvt. Ltd. 39. Nova Gold Petro Resources Limited 40. ACIL Cotton Industries Limited 41. Zimig Trading Company Private Limited 42. Rupesh Balkrishna Bhoir 43. RFL International Limited 44. Naresh Nagindas Shah (b) restrained Kelvin from raising further capital, either directly or indirectly, in any manner whatsoever, till further directions. 3. The said directions were issued in respect of the aforesaid 44 entities for the prima facie violation of/non-compliances with the requirements of provisions of: (a) sections 56, 60 and 73 read with section 67(3) of the Companies Act, 1956 and regulations 4(2), 5(1), 5(7), 6, 7, 25, 36, 37, 46 and 57 of the SEBI (Issue of Capital and Disclosure Requirement) Regulation 2009 (hereinafter referred to as the "ICDR Regulations");

(b) regulation 13(4A) of the SEBI (Prohibition of Insider Trading) Regulations, 1992, (hereinafter referred to as "PIT Regulations"); and (c) sections 12A (a) (b) and (c) of the SEBI Act, 1992 and regulations 3(a), (b), (c), (d), 4(1) and 4(2)(a), (b), (e) and (g) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulation 2003 (hereinafter referred to as the "PFUTP Regulations") 4. The above ad interim ex-parte order also granted the aforesaid entities time to file their replies and opportunity of personal hearing. Pursuant to the aforesaid ad interim ex-parte order, replies from 30 entities were received. As regards Mr. Mansukh Sanghvi (entity at S. No. 8 in Table 2), it was informed by his nephew Mr. Kaushik Sanghvi, vide letter dated September 1, 2014, that Mr. Mansukh Sanghvi had passed away on July 05, 2014. He also furnished a copy of the death certificate issued by the Municipal Corporation of Greater Mumbai with the said letter. After considering the replies and submissions of the entities, SEBI vide order dated March 31, 2015 confirmed the directions issued vide the ad interim ex-parte order dated August 14, 2014 against the following entities: Table 3: Entities against whom SEBI confirmed directions vide order dated March 31, 2015. Sl. No. Name of the entity 1. Kelvin Fincap Limited 2. Keyur M Shah 3. Keyur M Shah (HUF) 4. Kavita K Shah 5. Dahyabhai Shares and Stock Brokers Limited 6. Sushma Vimalkumar Raval 7. Vishal Kumar Shah 8. Bhavik Satish Badani 9. Surekhaben K Shah 10. Bipin Bhikhabhai Patel 11. Inventure Finance Private Limited 12. Mukesh Nanubhai Desai 13. Kavita Sunish Behl 14. Hasmukhlal Ramanlal Shah 15. Shobhanaben N. Moradia 16. Bharat N. Moradiya 17. Mukesh N. Moradia 18. Shehul V. Moradia 19. Hiren Tulsibhai Moradia 20. Rajesh Moradia 21. Dharmesh Tulsibhai Moradia

Sl. No. Name of the entity 22. Vasantben Dhanjibhai Donda 23. Dhanjibhai S. Donda 24. Bhimjibhai D. Chanchapara 25. Vallabhbhai D. Sachapra 26. Cromakem Limited 27. Do Max Steel Limited 28. Sapan Chemicals Limited 29. Fast Track Entertainment Limited 30. Sonal International Ltd 31. Jalpa Jani 32. Geeta Narendra Shah 33. Jayshree Shankar Bhosle 34. Kirti Mehta 35. Stardom Trading Company Pvt. Ltd. 36. Cornhill Trading Company Pvt. Ltd. 37. Nova Gold Petro Resources Limited 38. ACIL Cotton Industries Limited 39. Zimig Trading Company Private Limited 40. Rupesh Balkrishna Bhoir 41. RFL International Limited 42. Naresh Nagindas Shah 5. Further, from the material avail on record it is noted that the directions issued qua Mr. Mahendrabhai Sakalchand Shah vide the ad interim ex-parte order were vacated and directions qua Mr. Mansukh Sanghvi were abated in view of his demise. 6. Subsequently SEBI conducted an investigation into the matter relating to the trading activities of certain entities in the scrip of Kelvin. The focus of the investigation was to ascertain as to whether there were any violations of the provisions of the SEBI Act, 1992 and the PFUTP Regulations, 2003 by certain entities while dealing in the scrip of Kelvin during the period November 30, 2011 to May 29, 2014 (hereinafter referred to as “Investigation Period / IP”). I find that after considering the findings from the investigation, vide another order dated October 03, 2017 the directions earlier confirmed vide order dated March 31, 2015 were revoked by SEBI thereby granting relief to the following 20 entities: Table 4: Entities against whom SEBI revoked directions Sl. No. Name of the entity 1. Keyur M Shah 2. Keyur M Shah (HUF) 3. Kavita K Shah 4. Dahyabhai Shares and Stock Brokers Limited 5. Sushma Vimalkumar Raval 6. Kavita Sunish Behl 7. Hasmukhlal Ramanlal Shah

Sl. No. Name of the entity 8. Shobhanaben N. Moradia 9. Bharat N. Moradiya 10. Mukesh N. Moradia 11. Shehul V. Moradia 12. Hiren Tulsibhai Moradia 13. Rajesh Moradia 14. Dharmesh Tulsibhai Moradia 15. Vasantben Dhanjibhai Donda 16. Dhanjibhai S. Donda 17. Bhimjibhai D. Chanchapara 18. Vallabhbhai D. Sachapra 19. Geeta Narendra Shah 20. Naresh Nagindas Shah 7. During the investigation period, it has been noticed that shares of Kelvin were traded for an average volume of 38,865 shares per trading day with a total volume of 89,77,900 shares in 13,505 trades over a total no. of 231 trading days. It was also observed that around 369 entities had participated in trading in the shares of Kelvin. The net profit of the Company was barely a sum of ₹0.01 Cr, ₹0.03 Cr and ₹0.11 Cr for the financial years 2012-13, 2013-14 and 2014-15 respectively. The trades in the shares of Kelvin during the Investigation Period were divided into three patches for the purposes of analysis. The Price Volume analysis during the three patches, as indicated in the following table was as under:

Table 5 (All amounts in - Volume in number of shares) Patches Period Particulars Open High Low Close Avg. Volume Pre – Suspension of the scrip was revoked from November 30, 2011 IP* Patch-1 30/11/2011 Price 8.55 148.60 8.55 148.60 13 – Pre- - [30/11/2011] [17/06/2013] [30/11/2011] [17/06/2013] Split 17/06/2013 Volume 50 341 1 [Multiple 1 Low [30/11/2011] [11/06/2013] Dates] [17/01/2013] Volume Price rise Patch-2 18/06/2013 Price 151.55 231.00 145.00 225.00 22237 – Pre- – [18/06/2013] [23/07/2013] [05/07/2013] [23/07/2013] Split 23/07/2013 Volume 1025 47814 702 24250 High- [18/06/2013] [15/07/2013] [26/06/2013] [23/07/2013] Volume Price rise Patch-3 - 24/07/2013 Price 118.00 540.00 118.00 535.00 40974 Post – – [24/07/2013] [13/05/2014] [24/07/2013] [29/05/2014] Split 29/05/2014 Volume 59223 176700 25 14000 Price [24/07/2013] [02/08/2013] [08/11/2013] [29/05/2014] Rise IP

Post – 30/05/2014 Price 539.00 618.00 538.00 597.00 13150 IP – [30/05/2014] [23/07/2014] [30/05/2014] [28/08/2014] 28/08/2014 Volume 1265 40500 1200 1200 [30/05/2014] [10/06/2014] [28/08/2014] [28/08/2014] *IP – Investigation Period 8. The investigation carried out in the matter of Kelvin inter alia revealed as under:

(a) Based on the analysis of the KYC and UCC details received from BSE, details on the MCA website, off-market transfers and bank account statements etc certain entities were noticed to be enjoying inter se connection and were acting as a group.

(b) During Patch-1, price of the scrip opened at ₹8.55 (November 30, 2011) and closed at ₹148.60 (June 17, 2013) in 133 trading days with a volume of 1,738 shares only. In view of such low trading volume and price rise observed during this patch, sell trades of certain group entities, namely, Jalpa Mitesh Jani, Stardom Trading Company Pvt. Ltd., Cornhill Trading Company Pvt. Ltd., Sonal International Ltd., Kirti Kantilal Mehta, Parag Chandrakant Shah and Chirag Dineshkumar Shah (i.e., entities at Sl. No. 6, 7, 10, 11, 13, 112 and 113 of Table 1) were analysed. It was further noticed that the said entities had contributed ₹126.05 (90% of the market positive LTP) during the said period. It was also unearthed that all the orders were placed by the said entities for a quantity ranging from 1 to 50 shares. Thus, the group entities had contributed positive LTP of ₹126.05/- by placing sell orders in small quantities ranging from 1 to 50 shares, repeatedly. (c) It was also revealed that out of the above seven entities, four entities, namely, Stardom Trading Company Pvt. Ltd., Sonal International Ltd., Kirti Kantilal Mehta and Parag Chandrakant Shah, (entities at Sl.

No. 7, 11, 13 and 112 in Table 1) did not hold any shares on any of the days they had traded. Considering this, alongwith the fact that sell orders were placed for minuscule quantities repeatedly, it was alleged that the entities did not have any intention to deliver the shares and their objective behind the trading was to manipulate the price. The entity at Sl. No. 113 in Table 1, i.e., Chirag Dineshkumar Shah had received shares in off market from RFL International Ltd., an entity which had connection with Kelvin and subsequently sold those shares through 95 trades in miniscule quantities repeatedly out of which, 83 trades were for executed for a megre quantity of one share each. The entities at Sl. No. 6 and 10, namely, Jalpa Mitesh Jani and Cornhill Trading Company Pvt Ltd. had executed 18 trades out of which, 16 trades were executed for a miniscule quantity of one share each, which also exhibited the oblique and unfair intent of these entities to indulge in manipulative trading in the scrip to manipulate the the price of the said scrip. (d) In view of the significant positive LTP contribution by the above-named seven allegedly group entities, i.e., entities at Sl.

No. 6, 7, 10, 11, 13, 112 and 113 as shown in Table 1 by placing sell orders for minuscule quantities ranging from 1 to 50 shares and some entities even executing sell trades without possessing the shares thereby filing to deliver the shares for their settlement obligations, it is alleged that the said seven group entities had indulged in trades amounting to manipulation of the price of the scrip by contributing to the price rise. (e) During the Patch-3, i.e., July 24, 2013 to May 29, 2014, the price of the scrip opened at ₹118 (July 24, 2013) and closed at ₹535 (May 29, 2014) in 205 trading days with a volume of 83,99,726 shares. During this patch, it was noticed that out of 369 group entities, 46 group entities traded as buyers. These entities collectively contributed ₹552.25 to net LTP with a total trading volume of 82,53,011 shares. (f) From the buy trades of the group entities it was, inter alia, observed that: (i) 23 group entities, namely, Cromakem Limited, Do Max Steel Limited, Zimig Trading Company Private Limited, Stardom Trading Company Pvt. Ltd., Cornhill Trading Company Pvt. Ltd., Nova Gold Petro Resources Limited, Jalpa Mitesh Jani, IFSL Limited, Kirti Kantilal Mehta, Suryamangal Media Entertainment Limited, Sonal International Ltd., Vinod Gajanan Dhadave, Maruti Shankar Gaude, Madhuben Babulal Modi, Vidyadhar Ramnaresh Dubey, Diganta Technology Private Limited, Heema Infocom Limited, Santosh Kumar, Padmaben Jagdish Jani, Reachsmart Construction Pvt. Ltd. Fast Track Entertainment Limited and Varsha Praful Trivedi had contributed to net positive LTP of the scrip through their buy trades.

(ii) 6 group entities, namely, Mahesh Ramanlal Shah, Ruchit Hiralal Jain, Pragati Shares Stock Services, Bharatkumar Prahladbhai Prajapati, Maheshbhai Chhanalal Raval and Chirag Dineshkumar Shah had contributed net nil LTP through their buy trades. (iii) 17 group entities, namely, Seema Haresh Shah, Anil Hiralal Bhandari, Parag Chandrakant Shah, Ramesh Krishnakulaye, Reachsmart Dealtrade Private Limited, Swamprakash Traders Private Limited, Vimalkumar Sureshchandra Raval, Ayaan

Commercial Private Limited, Mamta Mahesh Sanghavi, Jayshree Shankar Bhosle, Hiren Kirit Gandhi, Helot Properties Pvt. Ltd., Jaswant Kantilal Parmar, Rupesh Balkrishna Bhoir, Overload Financial Advisory Pvt. Ltd. and Sapan Chemicals Limited had contributed negative LTP through their buy trades.

(iv) The aforementioned 46 group entities had contributed gross ₹1708.70 (87.08% of the market positive LTP). (v) It was also revealed that 111 group entities (Noticees in the present proceedings) had traded amongst themselves. By trading among themselves, the group entities had contributed gross ₹746.85 (37.77% of the market positive LTP).

(vi) The group entities at serial no. 1 to 18 in Table 1 (who happen to be part of the afore stated 23 buying entities) had acted as buyers and the group entities at serial no. 19 to 111 in Table 1 had contributed to the price rise by selling the shares. (g) In view of the significant positive LTP contribution by the aforesaid group entities by trading among themselves, it has been viewed that 111 group entities (also Noticees in this case) mentioned in Table 1 had indulged in trades that manipulated the price of the scrip by contributing to the price rise. (h) During the Patch-3 (July 24, 2013 to May 29, 2014) the price of the scrip moved from ₹118.00 to ₹535.00 (₹417.00 increase). From the trades of the group entities, it was, inter alia, observed that:

(i) By trading amongst themselves, 43 group entities had contributed ₹175.30 (41.54% of the market NHP). (ii) Out of the said 43 group entities, - 15 group entities, namely, Nova Gold Petro Resources Limited, Do Max Steel Limited, Cromakem Limited, Madhuben Babulal Modi, Stardom Trading Company Pvt Ltd, Suryamangal Media Entertainment Limited, Zimig Trading Company Private Limited, Jayshree Shankar Bhosle, Sapan Chemicals Limited, Sonal International Ltd, Rupesh Balkrishna Bhoir, Fast Track Entertainment Limited, Vidyadhar Ramnaresh Dubey, Kirti Kantilal Mehta and Cornhill Trading Company Pvt. Ltd. had acted as buyers.

- 28 group entities, namely, Sonalben Dhirenkumar Patel, Bhagwatilal Bhuralaji Pagaria, Rakeshkumar Narayanbhai Prajapati, Dukes Consumer Care Limited, Rakshaben Arunbhai Makwana, Solex Commercial Credit Pvt Ltd, Inventure Finance Pvt. Ltd., Mukesh Nanubhai Desai, Dukes Products India Limited, Kapilaben U Joshi, Mohit Rajkumar Kothari, Garima Bhalla, Mahendra Dhanjibhai Amin, Bharati Bharatkumar Upadhyay, Viren Shelters Limited, Chandrika Dharmendra Sanghavi, Ramesh Chhallani HUF, Anilbhai Devjibhai Chauhan, Ankit Mahendra Jain HUF, Avinash Porwal, Umang Projects Limited, Babitaben Mahendrakumar Jain, Namdeo Kisan Tajane, Shreya Sanghvi X, Prakash Prajapati, Niranjanaben Ashwinbhai Desai, Prerak Pawankumar Nemani and Ramesh Morandmal Sadhwani had aided by selling the shares to increase the price of the scrip. (iii) The said 43 group entities have contributed ₹332.60 to new high price (78.79% of total market NHP) in 67 trades with 42 counterparties. On analyzing the NHP trades of aforesaid 21 entities, it was observed that 43 group entities had indulged in trades among themselves contributing to the NHP trade.

(i) In view of the significant positive contribution to the NHP of the scrip by the group entities by trading among themselves, it is alleged that the 43 group entities listed above had indulged in trades that manipulated the price of the scrip by contributing to the NHP of the scrip. (j) It was also observed that the 37 preferential allottees had sold 50,31,597 shares for a value of ₹1,15,01,89,141/-. On further analysis, it was observed that some of the group entities (32 entities) had purchased 49,83,945 shares from these 37 preferential allottees for value of ₹1,14,20,33,888/-. This accounted for 99.05% of shares sold by preferential allottees and 99.29% of the sell value received by the preferential allottees. 9. Pursuant to the investigation, a common show cause notice (hereinafter referred to as “SCN”) dated December 07, 2017 was issued to the entities mentioned in Table 1 above (hereinafter individually referred by their corresponding name/number and collectively referred to as “Noticees”) calling upon them show cause as to why suitable directions under sections 11(1), 11(4) and 11B of the SEBI Act, 1992 should not be issued against them for the alleged violations of Regulations 3(a), (b), (c) & (d) and 4(1), 4(2) (a) & (e) of the PFUTP Regulations, 2003. The SCN was issued to the Noticees alleging, inter alia, that:

(1) As mentioned in the SCN and Annexure 1 thereto, based on the analysis of the KYC UCC details received from BSE, details on the MCA website, off-market transfers and bank account statements etc., 330 group entities (hereinafter referred to as “the Group Entities” in the SCN) including the Noticees herein were connected to each other.

(2) The seven Group Entities, i.e., Noticees no. 113, 10, 6, 13, 112, 11 and 7 had placed sell orders for minuscule quantity ranging from 1 to 50 shares and some of them also failed to deliver shares for settlement obligations. These Group Entities had also made significant positive LTP contribution in the scrip. Thus, the said seven Group Entities listed out above had indulged in trades amounting to manipulation of the price of the scrip by contributing to its market price rise. (3) The Noticees no. 1 to 18 had acted as buyers and Noticees no. 19 to 111 had aided by selling the shares to increase the price of the scrip. In view of the significant positive LTP contribution by these 111 Noticees by trading amongst themselves, the said 111 Noticees were also found to have indulged in trades that manipulated the price of the scrip by contributing to the price rise.

(4) By trading amongst themselves, the Noticees had contributed ₹175.30 (41.54% of the market NHP). 15 Noticees had acted as buyers and 24 Noticees had aided by selling the shares to increase the price of the scrip. These Noticees had made significant positive NHP contribution in the scrip by trading amongst themselves and thus had indulged in trades that manipulated the price of the scrip by contributing to the NHP of the scrip. 10. The SCN dated December 07, 2017 was served upon 116 Noticees by way of registered post and in some cases by way of substituted service, viz. affixture and newspaper publication. The details of the Noticees who filed their replies/submissions and/or attended personal hearing are indicated in the table below: Table 6 Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order 1 Do Max Steel Limited No No No Yes 2 Cromakem Limited No No No Yes Zimig Trading Company 3 Private Limited No No No Yes

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order Nova Gold Petro Resources 4 Limited No No No Yes ACIL Cotton Industries 5 Limited No No No Yes 6 Jalpa Mitesh Jani No No No Yes Stardom Trading Company 7 Pvt. Ltd. No No No Yes Suryamangal Media 8 Entertainment Limited No No No No 9 Maruti Shankar Gaude No No No No Cornhill Trading Company 10 Pvt. Ltd. No No No Yes 11 Sonal International Ltd. No No No Yes

12 Vidyadhar Ramnaresh Dubey Yes 01/04/2018 Yes No 13 Kirti Kantilal Mehta No No No Yes 14 Madhuben Babulal Modi No No No No Fast Track Entertainment 15 Limited No No No Yes 16 IFSL Limited No No No No 17 Vinod Gajanan Dhadave Yes 19/01/2018 Yes No 18 Heema Infocom Limited No No No No 19/11/2018 02/08/2018 27/03/2019 19 Inventure Finance Pvt. Ltd. Yes 06/09/2019 Yes Yes 25/08/2019 20 Umang Projects Limited Yes 01/08/2019 No No 21 Jitendra C Janani HUF Yes 18/04/2019 Yes No 22/12/2017 22 Nainesh Gunvantlal Jain HUF Yes 05/01/2018 Yes No 23 Omprakash Agarwal HUF Yes 14/08/2019 Yes No 09/08/2019 24 Ramesh C Janani HUF Yes 18/04/2019 Yes No 25 Champalal Mohanlal Jain Yes 16/08/2019 Yes No

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order 14/08/2019 26 Dukes Consumer Care Limited Yes 22/02/2019 Yes No 27 Dalmia Pramod Kumar HUF Yes 01/01/2018 No No 30/05/2020 18/11/2019 06/03/2019 28 Sanghvi Sanjay Madanlal HUF Yes 21/12/2017 Yes No 19/03/2019 19/08/2019 02/01/2018 29 Mahendra Dhanjibhai Amin Yes 22/12/2017 N o No 09/01/2018 13/03/2018 16/02/2018 Chandrika Dharmendra 24/04/2019 30 Sanghavi Yes 27/03/2019 Yes No 14/08/2019 31 Kamalkishore Karwa HUF Yes 21/05/2018 No No Makwana Arunbhai 32 Mohanbhai HUF No No No No Patel Ambalal Ranchhodbhai 33 HUF No No Yes No 25/02/2019 34 Dhirajlal Jagjivandas Parekh Yes 19/03/2019 Yes No 14/08/2019 Solex Commercial Credit Pvt 22/02/2019 35 Ltd Yes 22/12/2017 Yes No 25/08/2019 36 Viren Shelters Limited Yes 01/08/2019 Yes No 37 Balkishan Innani HUF Yes 14/08/2019 Yes No Vimal Kumar Praveenchand 38 HUF Yes 11/09/2019 Yes No 05/01/2018 39 Vaishali Nainesh Jain Yes 22/12/2017 Yes No 19/03/2019 09/08/2019 25/02/2019 40 Shivali Dhirajlal Parekh Yes 22/12/2017 No No 11/09/2019 41 Dinesh Kumar Jain HUF Yes 20/11/2019 Yes No

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order 11/09/2019 Praveenchandra Amichand 21/08/2019 42 HUF Yes 20/11/2019 Yes No 21/05/2018 14/08/2019 43 Srikant Karwa HUF Yes 21/08/2019 No No 02/04/2019 05/01/2018 44 Sheetal S Mehta HUF Yes 10/03/2019 Yes No Murali Krishna Manepally 14/08/2019 45 HUF Yes 12/11/2018 Yes No 14/08/2019 46 Gopi Krishna Manepally HUF Yes 12/11/2018 Yes No 19/03/2019 25/07/2018 22/12/2017 47 Jyoti Dhirajlal Parekh Yes 25/02/2019 No No 11/09/2019 48 Vikas Kumar Jain HUF Yes 20/11/2019 Yes No 14/08/2019 49 Dukes Products India Limited Yes 22/02/2019 Yes No 03/05/2018 Babitaben Mahendrakumar 27/02/2018 50 Jain Yes 30/12/2017 Yes No 03/05/2018 25/02/2019 51 Ankit Mahendra Jain HUF Yes 27/02/2018 Yes No 52 Ramesh Challani HUF Yes 09/01/2018 No No 53 Atul Jain Yes 16/08/2019 Yes No Shardaben Mohanbhai 54 Makwana No No No No Vijaybhai Mohanbhai 55 Makwana No No No No 20/03/2019 56 Namdeo Kisan Tajane Yes 04/01/2018 Yes No 57 Ravi Vajawat Yes 08/08/2019 Yes No 58 Mukesh Nanubhai Desai Yes 02/04/2019 Yes Yes

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order Rameshwarlal Gulabchand 02/04/2018 59 Kothari Yes 10/01/2018 No No

60 Bharati Bharatumar Upadhyay Yes 27/11/2019 Yes No 61 Hema Prabhakar Deshmukh Yes 27/12/2019 No No 62 Anand Kumar Nahar Yes 20/11/2019 Yes No

63 Rakshaben Arunbhai Makwana No No No No

64 Sonalben Vijaybhai Makwana No No No No 65 Vikas Gupta Yes 16/01/2018 No No 28/08/2019 66 Porwal Manish Kumar Yes 16/04/2019 Yes No 16/08/2019 67 Laxmi Kanta Tolasariya Yes 21/05/2018 No No Praveenchand Mahaveer 11/09/2019 68 Kumar Jain Yes 20/11/2019 Yes No 24/04/2019 27/03/2019 13/03/2018 69 Chaya Deepak Thakker Yes 16/02/2018 Yes No 70 Om Prakash Agarwal Yes 22/02/2019 Yes No 71 Sanjay Madanlal Sanghvi Yes 18/11/2019 Yes No 72 Jaya Lalit Shah Yes 03/04/2019 Yes No 05/01/2018 73 Sheetal Shashikant Mehta Yes 02/04/2019 Yes No 74 Krunal Ramesh Janani Yes 15/04/2019 Yes No 08/08/2019 06/01/2018 75 Abhaykumar Parasmal Bora Yes 18/01/2018 No No 23/02/2018 76 Devibai Bhawarlal Gandhi Yes 03/02/2018 No No 08/08/2019 06/06/2018 77 Vandana Anilkumar Bhandari Yes 12/01/2018 No No

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order 20/11/2019 78 Pawan Jain Yes 12/03/2019 Yes No 11/09/2019 79 Jain Dinesh Kumar Yes 20/11/2019 Yes No 80 Ruchit Hiralal Jain Yes 16/08/2019 Yes No 81 Kapilaben U Joshi Yes 14/02/2020 Yes No Sweetydevi Hiteshkumar 82 Chopra Yes 30/03/2019 Yes No 23/02/2018 22/03/2018 83 Mamta Pravin Gandhi Yes 03/02/2018 No No 16/08/2019 84 Shakuntala Karwa Yes 21/05/2018 No No 14/08/2019 85 Ankit Agarwal Yes 22/02/2019 Yes No 26/02/2018 16/04/2019 14/04/2018 19/04/2019 25/03/2019 22/02/2018 86 Suraj Prakash Bhalla Yes 30/01/2018 Yes No 09/01/2018 06/09/2019 87 Prakash Prajapati Yes 04/03/2019 Yes No 09/01/2018 Rakeshkumar Narayanbhai 05/09/2019 88 Prajapati Yes 04/03/2019 Yes No 89 Dinesh Mulji Patel Yes 07/06/2018 No No 90 Kunal Prabhakar Deshmukh No No No No 91 Mayuri Prabhakar Deshmukh No No No No 92 Nitin Kagzi No No Yes No 93 Vikas Kumar Jain Yes 11/09/2019 Yes No 94 Prachi Kagzi No No Yes No 28/08/2019 95 Avinash Porwal Yes 16/04/2019 Yes No

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order 96 Sulochana R Karwa Yes 16/08/2019 Yes No 30/01/2018 29/03/2019 97 Ramesh Morandmal Sadhwani Yes 10/01/2018 Yes No 98 Bhagwatilal Bhuralaji Pagaria Yes 28/08/2019 No No 13/03/2018 24/04/2019 16/02/2018 99 Geeta Bharat Sanghvi Yes 27/03/2019 Yes No 100 Anup Prabhakar Deshmukh Yes 23/12/2019 No No Komilkumar Anilbhai 101 Chauhan Yes 08/08/2019 No No 102 Sonalben Dhirenkumar Patel Yes 14/04/2019 Yes No 03/01/2017 103 Karnesh Pannalal Shyamsukha Yes 08/04/2019 No No 08/08/2019 12/01/2018 104 Pallavi Milind Shirude Yes 06/06/2018 No No 30/01/2018 105 Mohit Rajkumar Kothari Yes 29/03/2019 Yes No 106 Seema Haresh Shah No No No No 30/01/2018 Sarthak Sureshkumar Kothari 11/01/2018 107 Innani Yes 29/03/0219 Y es No 30/03/2018 108 Rushabh Vipul Shah Yes 08/04/2019 Yes No 20/03/2019 109 Shreya Sanghvi X Yes 18/03/2019 Yes No 08/04/2019 110 Madhu Karnesh Shyamsukh Yes 03/01/2017 No No 05/01/2018 111 Yash Parag Shah Yes 22/12/2017 Yes No 112 Parag Chandrkant Shah No No No No 113 Chirag Dineshkumar Shah No No No No 114 Sapan Chemicals Limited No No No Yes 115 Jayshree Shankar Bhosle No No No Yes

Whether Reply / debarred Additional Hearing vide Noticee Reply Submission Attend interim No. Noticee name Received Dates Yes/ No order 116 Rupesh Balkrishna Bhoir No No No Yes 11. From the table above, I note that out of the said 116 Noticees, 84 Noticees have filed their replies to the SCN of which 60 Noticees attended the personal hearings on various dates. I also find that 3 more Noticees have attended personal hearings and made oral submissions before me though they did not file any written replies in response to the SCN. Some of the Noticees had sought inspection of certain documents like copy of investigation report, details of communications, trade details, etc. In compliance with the principles of natural justice inspection of original documents, copies of which had been annexed to the SCN, was provided to the such Noticees. However, some of these Noticees had sought inspection of certain documents, including order log, that have neither been relied upon in the SCN nor are relevant to the cause of the said Noticees. Therefore, it was clarified to them that inspection of all the relevant extracts of the investigation report which have already been incorporated in the SCN and all the documents that have been relied upon in the SCN have already been made available to them.

12. It is understood that the orders placed on the platform of a stock exchange for buy or sell of a particular scrip form part of the order log of the scrip while the trades that have been executed out of such orders form part of the trade log of the said scrip. In this regard, it is observed that the imputations made against the Noticees in the SCN are not emanating from the ‘orders’ placed by them but are based on the actual ‘trades’ executed in the scrip of Kelvin which can be traced from the trade log of the scrip available with the Stock Exchange and the same can be traceable by the clients from their respective stock brokers as well. Since the charges levelled in the SCN are based on the trade log, the same was duly provided with the SCN as Annexure. As mentioned earlier, all the documents, which have been relied upon to impute the allegations against the Noticees have already been provided to them along with the SCN. In this regard, I deem it appropriate to be guided by the findings recorded by the Hon’ble Supreme Court of India in the matter of SEBI Vs. Monarch Networth Capital Limited [(2016) 6 SCC 368], wherein the Hon’ble Supreme Court, while dealing with the issue of principles of natural justice, has, inter alia, observed that : “…Insofar as the plea of violation of principles of natural justice, as raised on behalf of the respondent in C.A.No.282/2014 (Monarch Networth Capital Ltd.) is concerned, we do not think the same to be justified in any manner. The relevant extracts of the trade log which have been perused by us, in view of the clear picture disclosed with regard to the particulars of the offending transactions, must be held to be sufficient compliance of the requirement of furnishing adverse materials to the affected party.”

13. Furthermore, the Hon’ble Tribunal in the matter of Shruti Vora Vs. SEBI (Date of decision: February 12, 2020) have, inter alia, held that only the documents which have been relied upon need to be provided to the noticees. It has also been held that in the absence of any law specifically imposing or casting duty to provide all the documents which are in the possession though have not been relied upon, it would not be justified on the part of the noticees to ask for those documents which are not having a role in attributing the allegation made on the noticees and therefore, denial of all such documents would not ipso facto result in breach of principle of nature justice. Considering the foregoing observations of the Hon’ble Tribunal, I am of the firm view that the principles of natural justice have been adequately complied with in the present matter, as all documents which have been relied upon in the SCN and used against the Noticees have been duly provided to them.

14. I also note that 29 of the Noticees have neither filed any reply to the SCN nor have appeared for any personal hearing despite adequate opportunities of personal hearings having been granted to them. The list of such Noticees who have neither filed any reply to the SCN nor have made any representation regarding their personal hearing, is given in the following table:

Table 7 Sl. No. Noticee No. Name 1. 1 Do Max Steel Limited 2. 2 Cromakem Limited 3. 3 Zimig Trading Company Private Limited 4. 4 Nova Gold Petro Resources Limited 5. 5 ACIL Cotton Industries Limited 6. 6 Jalpa Mitesh Jani 7. 7 Stardom Trading Company Pvt. Ltd. 8. 8 Suryamangal Media Entertainment Limited 9. 9 Maruti Shankar Gaude 10. 10 Cornhill Trading Company Pvt Ltd. 11. 11 Sonal International Ltd. 12. 13 Kirti Kantilal Mehta 13. 14 Madhuben Babulal Modi 14. 15 Fast Track Entertainment Limited 15. 16 IFSL Limited 16. 18 Heema Infocom Limited

17. 32 Makwana Arunbhai Mohanbhai HUF 18. 54 Shardaben Mohanbhai Makwana 19. 55 Vijaybhai Mohanbhai Makwana 20. 63 Rakshaben Arunbhai Makwana 21. 64 Sonalben Vijaybhai Makwana 22. 90 Kunal Prabhakar Deshmukh 23. 91 Mayuri Prabhakar Deshmukh 24. 106 Seema Haresh Shah 25. 112 Parag Chandrakant Shah 26. 113 Chirag Dineshkumar Shah 27. 114 Sapan Chemicals Limited 28. 115 Jayshree Shankar Bhosle 29. 116 Rupesh Balkrishna Bhoir 15. Thus, in respect of the aforesaid 29 Noticees who have not submitted any reply in response to the interim order nor have availed the opportunity of personal hearing granted to them, it can reasonably be inferred that they do not have any submissions to make in the matter. I, therefore, shall have to proceed to deal with the allegations against the aforesaid entities, who have not submitted any reply, on the basis of the material available on record.

16. From the perusal of records before me, I note that of the 116 Noticees who have been issued the SCN, 16 Noticees had been debarred from accessing the securities market pursuant to the interim order. The list of such 16 Noticees is enumerated in the table given below:

Table 8 Sl. No. Noticee No. Name 1. 1 Do Max Steel Limited 2. 2 Cromakem Limited 3. 3 Zimig Trading Company Private Limited 4. 4 Nova Gold Petro Resources Limited 5. 5 ACIL Cotton Industries Limited 6. 6 Jalpa Mitesh Jani 7. 7 Stardom Trading Company Pvt Ltd. 8. 10 Cornhill Trading Company Pvt Ltd. 9. 11 Sonal International Ltd 10. 13 Kirti Kantilal Mehta 11. 15 Fast Track Entertainment Limited 12. 19 Inventure Finance Pvt. Ltd. 13. 58 Mukesh Nanubhai Desai

14. 114 Sapan Chemicals Limited 15. 115 Jayshree Shankar Bhosle 16. 116 Rupesh Balkrishna Bhoir

17. I find that out of the above said 16 Noticees, only 2 Noticees, namely, Inventure Finance Pvt. Ltd. and Mukesh Nanubhai Desai have either filed a reply to the SCN and/or have availed the opportunity of personal hearings granted to them. The remaining 14 Noticees have chosen not to file either any reply to the SCN or appear for the personal hearings granted to them on various occasions. In my opinion, all the Noticees in the SCN have been granted ample opportunities for personal hearings and for filing reply to the SCN. Considering the foregoing, I am convinced that the principles of natural justice has been fully complied with in the instant matter. I have now before me an obligation to examine and to deal with the replies/submissions filed by 87 of the 116 Noticees (60 Noticees filed replies to the SCN as well as filed written submissions, 24 Noticees filed replies to the SCN but did not appear during the personal hearing and 3 Noticees appeared during the personal hearing and have made oral submissions) while dealing the allegations levelled against each of the Noticees. Some of these Noticees have filed multiple replies.

I have perused the replies and submissions of the 87 Noticees and note that most of the replies/submissions are almost copies of each other with minor differences in facts/figures so as to customise to the trading details pertaining to a particular Noticee. Further, some of the Noticees who are connected/related to each other by their own admission, have filed common replies/submission to the SCN. I also note that some of the Noticees have relied upon their replies/submissions that have been filed in another separate proceedings pending before the Adjudicating Officer on the same matter. Considering the foregoing and the commonality of allegations and replies/submission received thereto, I do not deem it either feasible or necessary to iterate replies/submissions of each of the 87 of the Noticees to unnecessarily overburden this Order with verbosity and reiteration of similar/common replies. Instead, I have endeavoured to classify the replies and submissions of each of the Noticees under broad categories while dealing with them in this Order. Even while classifying them into broad categories, every effort has been taken to cover all the relevant replies and submissions of each of the Noticees.

The replies/submissions of the Noticees can be dealt with broadly under following categories:

A. Connection and basis thereof:

(1) No evidentiary documents have been provided to strengthen the allegation of connection with other Noticees. The details of connections provided in the Annexure 1 of the SCN are not justifiable.

(2) On perusal of the para 5 and Annexure 1 of the SCN, it is revealed that on the basis of the KYC/UCC details received from BSE, details on MCA website, Off-market transfer and bank account statement a group of 330 entities etc. were identified vide ex-parte interim order as basis of connections amongst the Noticees.

(3) In this regard it is denied and refuted that the Noticee was part of any group in the aforesaid matter. The Noticee denies any connection with the alleged purported connected entities whose details have been provided in the SCN.

(4) The Noticee denies any connection/relation with Kelvin or its Directors / Promoters. The Noticee purchased shares of Kelvin from one of the Group Entities which is admittedly not a party to the SCN. Since the Group Entity is not a party to the SCN, the allegation levied against the Noticee is liable to be dropped as the Noticee has no connection at all with the parties to the SCN. Since the name of the said Group Entity has been dropped from the list of Noticees on some ground, by following the same ground and rationale, the allegations against the Noticee are liable to be dropped.

(5) It is further submitted that the connection shown in the Annexure 1 enclosed to the SCN has been produced in a way that it became an allegation. If mere connection is an allegation, then why all 330 entities have not been made parties to the SCN? Mere connection cannot be an allegation.

(6) The Investigation has failed to prove any connivance amongst the Noticees. It is further submitted that the Group Entity (from whom shareswere purchased) is not made a party to the SCN and even not a counterparty to the alleged transaction by the Noticee in the scrip of Kelvin. Thus, the allegation of connection with the aforesaid purported connected entities have nothing to do with the trades executed by the Noticee.

(7) The Noticee relies on the judgement passed by the Hon'ble Tribunal in the matter of Premchand Shah & Ors. V/s SEBI dated February 21, 2011 wherein the Hon'ble Tribunal has held that:

"5.....It is not in dispute that the appellants as a group are inter se related / connected to each other and that they, except appellant no. 1, have exited from the company by selling the shares held by them. It is also on record that 74.26 per cent of the shares sold by the appellants had been purchased by the Ganatra group. The question that we need to answer is whether the sale of shares by the appellants and the purchase thereof by the Ganatra group was collusive.

It is, thus clear that during patch I, the buyers were far in excess than sellers and the number of shares offered for sale were far less taken those for which buy orders were in the system. In such a situation the price of the scrip has to go up. It must be remembered that the price discovery mechanism of the stock exchanges works on the principle of demand and supply and if the demand is more than the supply, the price is bound to go up and this is the reason why the price of the scrip went up during patch I and not because the Appellants were conniving with the Ganatra Group... Since the demand was far in excess of the supply, the price went up. Another interesting feature to notice here is that there were large number of buyers and sellers in both patch I and patch II and the appellants who were the sellers are only 10 in number and the Ganatra group which was buying consists of only 17 persons. It is clear that apart from the appellants and the Ganatra group there were large number of other buyers and sellers in the market which led to. price increase. In this background, we cannot hold that the appellants and the Ganatra group connived to increase the price of the scrip…

B. Trading done in ordinary course of business:

(8) The Noticees are into investment activities since long time in their normal course of business and they had been engaged in the purchase and sale of scrip of Kelvin. The Noticees have not purchased/sold shares frequently on daily basis hence, the Noticees were not involved in any of the price hike activities of Kelvin.

(9) The Noticees had received impugned shares from one of the Group Entities in physical form. The said Group Entity had not executed any trade in the market in the scrip of Kelvin and that the said Group Entity is not a party to the SCN. Merely on the basis that the Noticee had purchased shares in physical form, it has been alleged in the SCN that the Noticee formed part of an alleged group hence, the present SCN deserves to be quashed on this ground alone.

(10) The Group Entity was not the counterparty to the sell trades executed by the Noticee in the scrip of Kelvin. Thus, the allegation of connection with the aforesaid purported connected entities has nothing to do with the trades executed by the Noticee.

(11) The total positive LTP during the period of Investigation was ₹2229.45 by executing 623 trades with a volume of 5,73,181 shares of Kelvin. Looking at the traded volume and the number of trades executed during the period of Investigation, alleged contribution by the Noticee to positive LTP was too minuscule and insignificant and does not require any attention.

(12) So far as the allegation of price manipulation against the Noticee in the scrip of Kelvin is concerned, from the Table 6 in the SCN, it is alleged that the Noticee had contributed positive LTP by executing 1 trade. On perusal of the Trade Log data it is revealed that counter parties to sell trades of the Noticee were part of the Group Entities. The Noticee had no connection / relation with the counterparties to trade. The Noticee has no financial transactions with the alleged connected Group Entities.

(13) The Noticee is facing allegation of positive LTP contribution even by executing a single trade or miniscule trade above the LTP, the remaining trades which were either at par to the LTP or below the LTP have not been imputed. The said transactions were executed with the intention of earning more profit and nothing wrong in earning more profit.

(14) The Noticee had placed order for 1 alleged trade. The counterparty to the said trades was another Noticee with whom the Noticee has no connection/relation. C. Quantum/LTP contribution is miniscule:

(15) On further perusal of Trade Log Data and Price Volume Data it is revealed that the price of the scrip had already reached to a high level much before the Noticee had started executing trades in the scrip of Kelvin. Thus, the allegation of contribution to positive LTP in SCN is farfetched and is based on surmises and conjectures and therefore is liable to be dropped.

(16) After executing the alleged sell trades by the Noticee at the said prices, the price of the scrip allegedly further went up. However, even before the Noticee had placed first sell order, the price of the scrip had already witnessed much rise above to the said rate.

(17) As against the total market positive LTP of ₹2229.45 during the entire Investigation Period, the net contribution of the Noticee to +ve LTP was miniscule. Similarly, the Noticee had sold very less number of shares of Kelvin during the period of Investigation as against the total market volume of 89,79,638 shares.

(18) From the SCN, it is further revealed that in Patch 2 period, i.e., June 18, 2013 to July 23, 2013 the price of the scrip opened at ₹151.55 on June 18, 2013 and closed at ₹225/-on July 23, 2013 in 26 trading days with a volume of 5,78,174 shares. Surprisingly, there is no allegation of price manipulation against any entity in the said Patch 2 Period.

(19) From the perusal of documents provided for the inspection, it has been noticed that two entities traded amongst themselves and had contributed ₹8.55 (6.73%) of the market positive LTP during Patch 2. Further, it was also revealed that one entity, namely, FastTrack Entertainment Ltd. had contributed positive LTP of ₹8.55 from one buy trade for 3000 shares and the counter party to the said trade was Maheshwari Omparakash Basantilal (HUF). No proceedings have been initiated against the above two entities while recording a clear finding that "in view of insignificant LTP contribution by trading amongst themselves, no adverse inference is drawn against group entities ". Based on the above approach, contribution of the Noticee to the LTP of the scrip cannot be construed as significant contribution more so when one looks at the trading volume and number of trades executed during Patch 3 period. Thus, the allegation against the Noticee of indulging in price manipulation is totally farfetched, unwarranted and without any application of judicious mind. Such allegation has been levelled mechanically and cannot sustain.

(20) As per SEBI's own contention, contribution to positive LTP is not per se illegal. Some of the documents accessed during the inspection stated that "ISD had forwarded one number 10070727 15/09/2014 on Mitesh R. Shah (PAN AAJPS0851L) stating that "there has been a considerable price increase in the scrip 'Kelvin Fincap Limited' in which transactions has been executed by the Client". Mitesh R Shah had sold 2,17,830 shares for a value of Rs. 5,81,23,950/. From the analysis of the KYC /UCC details received from BSE, details on MCA website, Off-Market Transfers and Bank Account Statements (for the Investigation period) of entities contributing more than 5% of positive LTP, no connection was observed between Mitesh R shah and Kelvin / Group entities."

(21) It is an admitted fact that a person known to the company or its promoters invest in preferential issue of a company. SEBI has not considered trades of a preferential allottee as tainted as he was not connected with Kelvin and / or with the purported Group entities.

D. No action by SEBI against similarly placed entities:

(22) Furthermore, the price of Kelvin in Patch 3 period opened at ₹118/- on July 24, 2013 touched a high of ₹540/- on May 13, 2014 and closed at ₹535/- on May 29, 2014. The positive LTP during Patch 3 period was ₹20/- hence the alleged contribution of the Noticee to positive LTP of the scrip is too miniscule to have any influence on the price of the said scrip which was even otherwise witnessing an increasing trend. Even SEBI itself considers NHP of ₹9/- as insignificant.

(23) In para 6(f), 6(g) and 6(h) of SCN, it is alleged that by trading amongst themselves, 111 alleged group entities including the Noticee had contributed to positive LTP of the scrip and in view of the significant positive LTP contribution by the alleged group entities by trading amongst themselves, it is alleged that 113 group entities had indulged in trades that manipulated the price of the scrip of Kelvin by contributing to the price rise and had allegedly violated the provisions of regulations 3 (a), (b), (c) and (d) and 4 (1), 4(2) (a) & (e) of the PFUTP Regulations, 2003.

E. Only a few trades of the Noticee are alleged to be manipulative:

(24) The trades of alleged 111 group entities are provided in Annexure 3 of the SCN. However, the said details in the aforesaid annexure are in very small font-sizes and not legible at all.

(25) In the Table 6 of the SCN, the compilation of trades executed by the alleged 111 group entities during the Patch 3 post-split period, i.e., starting from July 24, 2013 to May 29, 2014 has been provided. In the said Table the details of price rise in the scrip of Kelvin, number of entities who traded in the said period, their contribution to net LTP and total volumes have been given. From the said details it is revealed that the price of Kelvin opened at ₹118/- on July 24, 2013 and closed at ₹535/- on May 29, 2014 in 205 trading days with a volume of 83,99,726 shares. During this patch, out of 369 entities, 46 entities traded as buyers. These entities collectively contributed ₹552.25 to net LTP of the scrip with a traded total volume of 82,53,013 shares.

(26) Looking at the traded volume and the number of trades executed during Patch 3 period, the alleged contribution of the Noticee to positive LTP is too minuscule and insignificant. Thus, the allegation of contribution to the positive LTP is vague as the calculation of positive LTP is based on wrong method.

(27) On further analysis of the trade log and allegations made in the SCN, it is revealed that out of many trades executed by the Noticees, only a few trades have been alleged to be manipulated trades which allegedly contributed to the positive LTP of the scrip. Thus, the allegations are based on arbitrary pick and choose of hence, on this ground alone the allegations made in the SCN are liable to be dropped. (28) In the Table 6 of the SCN, the details of entities who traded during the period of Patch- 3, i.e. post-split period from July 24, 2013 to May 29, 2014, the details of price rise in the scrip of Kelvin, number of entities who traded in the said period, their contribution to net LTP and total volume thereof, etc. are given.

(29) From the afore-said details it is revealed that the price of Kelvin opened at ₹118/- on July 24, 2013 and closed at ₹535/- on May 29, 2014, i.e. in 205 trading days with a volume of 83,99,726 shares. During this patch, out of 369 entities, 46 entities traded as buyers. These entities collectively contributed ₹552.25 to net LTP of the scrip with a total traded volume of 82,53,011 shares. Looking at the traded volume and the number of trades executed in Patch 3 period, positive contribution of the Noticee to LTPof the scrip is not abnormal and the allegation of alleged contribution to positive LTP is liable to be dropped. (30) Most of the transactions of the Noticee were as per the prevailing market price in the scrip of Kelvin. F. Judgements: (31) The Noticees have also relied in their defense, on the judgements passed by the Hon'ble Securities Appellate Tribunal in the following matters: (a) Vikas Ganesh Mai Bengani v/s Whole Time Member, SEBI (Appeal No. 225 of 2009, Order dated 25-02 2010) “We have heard the appellant in person and Dr. (Mrs.) Poornima Advani, Advocate on behalf of the Board who have taken us through the records including the show cause notice and the impugned order and are of the view that the charges of manipulation as levelled against the appellant have not been established.

Merely because an investor like the appellant placed orders for the purchase of a scrip at a price higher than the last traded price does not by itself lead to the conclusion that he was manipulating the price of the scrip. There could be several good reasons for an investor to do this. For instance, an informed investor in a given case may feel that the fundamentals of a company justify a higher price than the one at which the scrip is trading in the market, he may like to place his buy orders at a higher price so as to attract all the seller in the market. In a given case a person putting in buy orders at a higher rate may be desperate to purchase the shares in order to meet his market obligations. In the case of a broker, he may have to meet his obligations to the stock exchange before the settlement period expires. Committing a default in one's settlement obligations is a serious matter on which the stock exchanges take a serious view. Again, it is a matter of common knowledge that several scrips are traded at a price, lower than what the fundamental of the company may justify. Similarly, several scrips are traded at a price much higher than what the fundamentals of the company would demand.

In this background, one cannot jump to the conclusion that the price of the scrip was being manipulated merely because a buy order was put in at a price higher than the last traded price. Such an action is only indicative of the desire of the purchaser to buy the shares for whatever reason. A similar view was taken by this Tribunal in Ketan Parikh v. Securities and Exchange Board of India, Appeal No. 2 of 2004 decided on 14.7.2006. The charge levelled again, the appellant therein was that he had indulged in manipulating upwards the price of the scrip A of Lupin Laboratories Ltd. and the same was established on the basis of charts showing that buy orders had been placed at prices higher than the last traded price. While reversing the order of the Board, this Tribunal observed that merely because some buy orders had been placed at prices higher than the last traded price in the scrip would not lead to the inference that the price was being manipulated upwards, could indicate the desire of the appellant to purchase the shares and it is with that object in view that he may have put in buy orders at the higher rate.

The Board did not challenge the findings recorded by the Tribunal. A similar issue arose before this Tribunal in Jagruti Securities Limited Vs. Securities and Exchange Board of India Appeal no. 102 of 2006 decided on October 27, 2008 and it was held that for the charge of raising price artificially to be established, the element of collusion between the buyer and the seller is a sine qua non. While referring to the screen based trading system where buyers and sellers put in their orders through their respective brokers and the trades get executed only when the buy and sell orders match subject to price, time priority, this is what the Tribunal observed: - "The adjudicating officer has rightly observed that on a screen based trading system, buyers and sellers put in their orders through their respective brokers and the trade gets executed only when the buy and sell orders match subject to price time priority. We may like to add that the price time priority signifies two things -, first is the matching of price and second is the priority in point of time. When a buy order is placed on the system, it will be matched with the best sell order (lowest price) available on the system subject to the condition that no buyer will be made to buy at a price more than what he has offered.

If more than one pending sell orders match, the buy order, the sell order placed earlier in point of time will be picked up to complete the wide. Similarly, a sell order will be matched with the best buy order (highest price) subject to the condition that no seller will be made to sell at a price lower than what he has fed into the system. If more than one pending buy orders match the sell order, the buy order placed earlier in point of time will be matched first. This is how the price discovery mechanism of the system works as n is based on the free inter play of the forces of demand and supply. The price 'which the system determines is truly the price which a willing buyer would pay to a willing seller. Once the system has determined the price of a scrip in the aforesaid manner, it can never be described as artificial. Artificial price, on the other hand, is a price determined by the buyer and the seller in - a premeditated manner through collusion manipulating the system of which we have seen many instances. Black's Law Dictionary (eight edition) defines the word 'artificial as "Made or produced by a human or human intervention rather than by nature".

If we substitute the word 'trading system' for 'nature' in this definition, it becomes clear that an artificial trade/price is the one that is executed or determined by human manipulation rather the condition that no seller will be made to sell at a price lower than what he has fed into the system. If more than one pending buy orders match the sett order, the buy order placed earlier in point of time will be matched first. This is how the price discovery mechanism of the system works as it is based on the free inter play of the forces of demand and supply. The price which the system determines is truly the price which a willing buyer would pay to a willing seller. Once the system has determined the price of a scrip in the aforesaid manner, it can never be described as artificial. Artificial price, on the other hand, is a price determined by the buyer and the seller in a premeditated manner through collusion: manipulating the system of which we have seen many instances. Black's Law Dictionary (eight edition) defines the word 'artificial as "Made or produced by a human or human intervention rather than by nature".

If we substitute the word 'trading system' for 'nature' in this definition, it becomes clear that an artificial trade/price is the one that is executed or determined by human manipulation rather than through the operation of the system. As at present advised, we are of the view that in an artificial trade there has to be collusion between the buyer and the seller and in the absence of any collusion, the trade cannot be termed as artificial'. It is, thus clear. that in order to establish the charge of price manipulation collusion between the buyer and the seller is necessary. In the case before us it has not been alleged that the appellant was colluding with the counterparty (seller) or with his broker. In the absence of such an allegation it cannot be held that the appellant was manipulating the price of the scrip of the company upwards. Since no allegation of collusion is being made in the entire, SCN in between me and counterparty to my trades, the allegation/charge of PFUTP are futile.” (b) In the matter of HB Stock Holdings Ltd. vs. SEBI (Appeal No. 114 of 2012) the Hon'ble Tribunal vide order dated 27th August, 2013 has inter alia, held as follows: “seen that the original definition of "fraud" under the PFUTP regulation, 1995 adopts the definition of "fraud" from the Indian Contract Act, 1872 whereas the subsequent definition in the 2003 regulation is a variation of the same and does not adopt the strict definition of "fraud" as present under the Indian Contract Act. includes many situations which may not be a "fraud" under the Contract Act or the 1995 regulation, but nevertheless amounts to a "fraud" under the 2003 regulation.” (32) The definition of ‘fraud’ under clause (c) of regulation 2 of the PFUTP Regulations, 2003 has two parts; first part may be termed as catch all provision while the second part includes specific instances which are also included as part and parcel of term 'fraud'.

The ingredients of the first part of the definition of fraud are- (i) It includes an act, expression, omission or concealment whether in a deceitful manner or not;

(ii) By a person or by any other person with his connivance or his agent while dealing in securities; (iii) So that the same induces another person or his agent to deal in securities. (iv) Whether or not there is any wrongful gain or avoidance of any loss. The second part of the definition includes specific instances of fraud- (i) a knowing misrepresentation of the truth or concealment of material fact in order that another person may act to his detriment; (ii) a suggestion as to a fact which is not true, by one who does not believe it to be true; (iii) an active concealment of a fact by a person having knowledge or belief of the fact; (iv) a promise made without any intention of performing a representation made in a reckless and careless manner whether it be trite or false; (v) any such act or omission as any other law specifically declares to be fraudulent, deceptive behaviour by a person depriving another of informed consent or full participation; (vi) a false statement made without reasonable ground for believing it to be true. (vii) The act of an issuer of securities giving out misinformation that affects the market price of the security, resulting in investors being effectively misled, even though the Issuer itself did not rely on the statement or anything derived from it other than the market price.

(33) Thus, as per the aforesaid definition of fraud, trades executed by the Noticee cannot be attributed as fraudulent trades as no element of fraud existed in the trades executed by the Noticee. (34) The Noticee has further relied on one more order dated April 26, 2018 passed by the Ld. Adjudicating Officer, SEBI in the matter of Jayant Indulal Sethana wherein the Ld. AO has disposed-off the SCN without passing any adverse Order against the entity despite the said entity having traded voluminous no. of small quantity sell-trades and the LTP contribution arising out of the said trades was very significant in comparison to the total market positive LTP. 18. Before I proceed to appropriately deal with the replies/submissions of the Noticees as have been discussed above under different heads/categories, I find it worthwhile to recollect here the charges that have been levelled against the Noticees. It has been alleged in the SCN that the Noticees have violated the provisions of regulations 3(a), (b), (c), (d) and 4(1), 4(2)(a) and (e) of the PFUTP Regulations, 2003. In order to appreciate the charges levelled against the Noticees, it would be proper and necessary to refer to the above-stated relevant provisions of the PFUTP Regulations, 2003 which have a bearing on the allegations made against the Noticees.

These relevant provisions of the PFUTP Regulations, 2003 are reproduced hereunder for facility of reference: Regulation 3. Prohibition of certain dealings in securities “No person shall directly or indirectly – (a) buy, sell or otherwise deal in the securities in a fraudulent manner; (b) use or employ, in connection with issue, purchase or sale of any security listed or proposed to be listed in a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of the Act or the rules or the regulations made there under; (c) employ any device, scheme or artifice to defraud in connection with dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange; (d) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with any dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange in contravention of the provisions of the Act or the rules and the regulations made there under.” Regulation 4. Prohibition of manipulative, fraudulent and unfair trade practices “(1) Without prejudice to the provisions of regulation 3, no person shall indulge in a fraudulent or an unfair trade practice in securities.

(2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and may include all or any of the following, namely:- (a) indulging in an act which creates false or misleading appearance of trading in the securities market; ………… (e) any act or omission amounting to manipulation of the price of a security; 19. Further, before adverting to deal with the allegations made out in the SCN in the instant proceedings, at this stage it is worth mentioning here about certain interim reliefs already granted to one of the Noticees, namely, Inventure Finance Pvt. Ltd. (hereinafter referred to as “Inventure” or “Noticee no. 19” herein) and the background on which those interim reliefs have been granted to Inventure, with the relevant communications/orders in this regard qua Inventure which are summarised herein below:

(a) The order dated March 31, 2015 passed by SEBI was challenged by one of the Noticees, namely, Inventure before the Hon’ble Securities Appellate Tribunal in an appeal (Appeal no. 218 of 2015) vide which it had also sought certain interim reliefs. Vide order dated October 29, 2015, the Hon’ble Tribunal permitted Inventure to move an application before SEBI seeking a workable order for carrying out its business in accordance with law. Accordingly, vide its letter dated November 02, 2015, Inventure had filed an application before SEBI seeking, inter alia, the following reliefs: - to carry out its loan against shares business where securities would be held in its demat account only as security and all beneficial interest therein would belong to the party who availed loan; - to sell securities of clients not meeting margin norms; - to sell security lying in demat account other than shares of Kelvin and use the proceeds of the same for business purpose. (b) SEBI, after considering the aforesaid representations made by Inventure, permitted it to carry out its loans against share business wherein, it was allowed to sell client’s shares in case of default by a client to pay the loan/margin amount, subject to satisfying the Stock Exchange that the client has not met the margin norms laid down by it. (c) Vide its letters dated January 13, 2016 and May 10, 2016, Inventure again filed representation before SEBI Seeking following reliefs: - to allow it to sell shares of 4 companies; - to sell shares of clients directly in case of default; - to allow it to pledge their clients shares for re-financing; and - to allow refinancers to liquidate shares pledged to them in the event of shortfall of margin. (d) After considering the aforesaid representations of Inventure, SEBI, vide its letter dated June 06, 2016, allowed it to: - sell its own securities lying in its demat account as on date of the interim order, other than shares of companies which are suspended from trading by Stock Exchange and Jindal Poly Investments Ltd and Finance Limited; - proceeds of sale to be kept in interest bearing account with a nationalized bank; - sale proceeds may be used to be kept in a fixed deposit account or invest in the units of mutual funds;

- pledge/re-pledge clients’ shares for refinancing/raising funds in normal course; and - invoke pledge by refinancer in case of margin shortfall. (e) However, SEBI rejected the request of Inventure to allow it to sell clients’ shares directly in case of default (without prior satisfaction of the Exchange). (f) SEBI issued a common SCN (which is the subject matter of the instant proceedings before me) to 116 entities including Inventure. Inventure has filed its reply to the SCN and also has made submissions during the personal hearing. (g) In the interim, Inventure had again approached the Hon’ble Tribunal seeking certain relief. The Hon’ble Tribunal, vide its order dated November 22, 2018, directed Inventure to make application to SEBI in that regard. (h) After considering its representation and affording personal hearing, SEBI permitted Inventure to release funds parked in NBFCs, fixed deposits and escrow account with Punjab National Bank. (i) Inventure once again filed an application before the Hon’ble Tribunal - Misc. Application No. 568 of 2019 and Misc. Application No. 622 of 2019 in Appeal No. 218 of 2015 seeking further relief in the matter.

The Hon’ble Tribunal directed Inventure to make suitable representation to SEBI in this regard. (j) In pursuance of the aforesaid order of the Hon’ble SAT, vide letter dated November 29, 2019 Inventure was advised by SEBI to make a representation specifying the constraints faced by it on account of the operation of the interim order read with the order dated March 31, 2015. Inventure was also asked to suggest the probable alternative relief with supporting grounds for seeking such relief. (k) After considering the representation and submissions of Inventure and upon specific request made by it that in case of default by its clients, it may be permitted to directly sell the shares of clients pledged with it without prior approval of the Stock Exchange, the same was acceded to by SEBI vide order dated December 19, 2019 subject to certain conditions. 20. I have carefully considered the allegations against the Noticees, their replies and the materials available on record. Before dealing with the replies of the Noticees on specific charges, I deem it necessary to deal with the preliminary objections raised by some of the Noticees.

I note that in their replies to the SCN and in the specific charges laid out in the SCN, some of the Noticees have constantly harped that the charges levelled against them are omnibus and vague. In this regard, I note that the SCN contains detailed enumeration of the allegations, the basis of each of those allegations, the documents relied upon for making such allegations as well as the relevant provisions of the SEBI Act, 1992 and the PFUTP Regulations, 2003 supporting those allegations. Without prejudice to the foregoing, the Hon’ble Supreme Court has held in the case of Fortune Impex Vs. Commissioner - 2004 (167) ELT A 134 (SC), that "non-mentioning of particular Section of Customs Act 1962 would not vitiate the proceedings when allegations and charges against all the appellants were mentioned in clear terms in the show cause notice." This position has been reiterated by the Hon’ble Supreme Court in several cases. In view of the above settled proposition of law, even the non-mentioning of the provisions of law in the SCN would not vitiate the present proceedings. I reiterate that in the instant case the SCN contains detailed charges against each of the Noticees and basis of each allegation duly supported by the documentary evidence.

Hence, the contention raised by such Noticees in this regard lacks even a shred of truth. I, therefore, do not find any merit in the contention of such Noticees that charges laid out in the SCN are omnibus, vague and roll over. 21. Some of the Noticees have also contested the delay in the present proceedings and have stated that since their imputed trades are very old they do not have access to the relevant supportive documents. I reiterate that the SCN and the Annexures thereto contain all the details based on which allegations of the violation of the SEBI Act, 1992 and the PFUTP Regulations, 2003 have been made. Hence, taking a pretext of non-availability of relevant documents is nothing short of a digressive measure adopted by these Noticees. As regards their contention of delay in the instant proceedings, it needs to be appreciated that the ad interim ex-parte order in the instant matter was passed on August 14, 2014 and based on the representation of the entities involved in the ad interim order, another order dated March 31, 2015 was passed. The imputed trades pertained to the Investigation Period, i.e., November 30, 2011 to May 29, 2014. After the completion of investigation, a SCN dated December 07, 2017 was issued to 116 Noticees.

While in some cases, the SCN and its annexures were served upon the Noticees by way of registered posts, in case of the remaining Noticees, the SCN had to be served by way of substituted services. Since it involved multitude of entities, precisely 330 Group Entities including 116 Noticees, it is expected that proceedings would take some amout of time to be completed. Therefore, the time taken for completion of collective investigation into such a large number of entities and also for issuing SCNs to a large number of Noticees is fairly understandable. Without prejudice to the above factual observation, I find that no provision under the SEBI Act, 1992 or the PFUTP Regulations, 2003 prescribes any time limit for taking cognizance of the alleged breach of provisions of the Act, and rules and regulations made thereunder. Notwithstanding the above, in order to ascertain as to whether there has been actually any delay in the matter, the date when the violation came to the notice of SEBI would be the relevant point and not the date of commission of the said violation. Whether a delay in a particular case is justified or not depends on the facts and circumstances of that case.

The said legal position has also been endorsed by the Hon’ble SAT in Ravi Mohan & Ors. v. SEBI (SAT Appeal No. 97 of 2014 decided on December 16, 2015): “....................Based on decision of this Tribunal in case of HB Stockholdings Ltd. vs. SEBI (Appeal no. 114 of 2012 decided on 27.08.2013) it is contended on behalf of the appellants that in view of the delay of more than 8 years in issuing the show cause notice, the impugned order is liable to be quashed and set aside. There is no merit in this contention, because, this Tribunal while setting aside the decision of SEBI on merits has clearly held in para 20 of the order, that delay itself may not be fatal in each and every case. Moreover, the Apex Court in case of Collector of Central Excise, New Delhi vs. Bhagsons Paint Industry (India) reported in 2003 (158) ELT 129 (S.C) has held that if there no statutory bar for adjudicating the matter beyond a particular date, the Tribunal cannot set aside the adjudication order merely on the ground that the adjudication order is passed after a lapse of several years from the date of issuing notice..................” 22. It is noteworthy to state that the ratio laid down by the Ld.

Tribunal in the aforesaid case, was upheld and reiterated by it, in its order in the matter of Kunal Pradip Savla & Ors v. SEBI (Appeal no. 231 of 2017) decided on April 13, 2018. In my view, complexities encountered during the investigation or for that matter during the proceedings in the instant case far outweigh the delay, if any, caused in the initiation or conclusion of the proceedings. Further, the principles of natural justice have been fully complied with and all the relevant documents have been made available to all the Noticees. Considering the foregoing, I do not have any hesitation in rejecting the contention of the Noticees in this regard, more particularly considering the humongous facts relating to the investigation period, the task of passing of ad interim ex-parte order, number of entities involved and issuance of SCN after the completion of SCN, I am of the considered view that no delay has been committed by SEBI in initiating action in the present matter. 23. Some of the Noticees have objected to non-furnishing of complete order log. In this regard, I note from the records that the relevant extracts of the trade logs pertaining to the trades executed by the 116 Noticees have been furnished to the Noticees as annexures to the SCN.

It would be apt to refer here to the observations of the Hon’ble SAT in the matter of Mayrose Capfin Pvt. Ltd. Vs SEBI (Appeal No. 20 of 2012 decided on March 30, 2012) wherein the Hon’ble Tribunal has, inter alia, stated that: “…no prejudice has been caused to the appellant on this count as the extract of the relevant trade logs and order logs pertaining to the appellant was made available which was enough for him to defend himself or to make proper representation against the proposed action.”

Besides, a buyer/seller in the market is always aware of the orders that he has placed in the market. Considering the foregoing and the fact that relevant extracts of the trade log was furnished to all the Noticees, I find these contentions of the Noticees to be unfounded and unjustified. 24. Having dealt with the preliminary and technical objections raised by the Noticees, I now proceed to deal with the submissions of the Noticees on merit. The first and foremost issue for consideration in the instant case is the allegation of connection - amongst the Noticees directly as well as indirectly through certain entities who are not parties in the instant proceedings. I note that with regard to the connection alleged in the SCN, the Noticees have invariably contended in their replies and submissions that the connections depicted in the Annexure 1 to the SCN have been produced in a way that it has in itself become an allegation and mere connection cannot be trated as an allegation, since the investigation has failed to prove any connivance amongst the Noticees.

25. I have perused the replies of the Noticees with regard to the connections alleged in the SCN. Before I delve into the specifics of the alleged connection and the basis of such allegation, I find it relevant to observe that the alleged connection amongst the Noticees, whether direct or indirect, is considered as one of the bases for alleging the violations against the Noticees and not the violation in itself. The connection of each of the Noticees is also corroborated by their conduct, viz., peculiar ways of trading in the share of a company (i.e., Kelvin) that had utterly dismal financials which has also been considered as another basis for imputing charges against the Noticees. As mentioned above, during the period from June 18, 2013 to July 23, 2013, i.e., Patch 1, the share price of Kelvin had increased from ₹151.55/- to ₹225/, i.e., an increase of 48% in 26 trading days. On July 24, 2013, the shares of Kelvin were split in the ratio of 1:1 and from July 24, 2013 to May 29, 2014, i.e., "Patch 3", the price of the scrip increased from ₹118/- to ₹535/-, i.e., an increase of 353% in 205 trading days.

However, the net profit of the Company was a paltry sum of ₹0.01 Cr, ₹0.03 Cr and ₹0.11 Cr for the financial years 2012- 13, 2013-14 and 2014-15, respectively. In this background, the trading done by the Noticees and the connections between them assume significance. As mentioned in the SCN and Annexure 1 thereto, the connection amongst the Noticees has been alleged based on the analysis of the KYC UCC details received from BSE, details on the MCA website, off-market transfers and bank account statements of each of the Noticees. In fact, the analysis of KYC details, etc. had imputed connection amongst a larger group of entities (referred to as “the Group Entities” in the SCN), out of which 116 entities have been made part of the instant proceedings and hence are being suitably termed as Noticees. Some of these Noticees are directly connected to each other based on having common director, common email id, common address, common registered office addresses, fund transactions, off-market transactions, etc. Similarly, the remaining Noticees allegedly shared connections amongst themselves by virtue of being connected to other Group Entities who are not Noticees in the instant proceedings.

Be that as it may, the common factors for imputing connection amongst the Noticees, either directly or through the Group Entities, are found to be sharing of common directors, common email id, common address, common registered office addresses, fund transactions, off-market transactions, etc. The basis of allegation of connection amongst the Noticees and the summary of their respective role in the alleged price manipulation of the scrip, are enumerated herein below in a tabular format for better understanding: Table 9: Extract of Basis of Connection amongst the Noticees and their role Notic Name of the Role Basis of Connection ee Noticee No. 1 Do Max Steel Contributed to positive LTP • Vishal Kumar Shah (DIN: 05207208) was a Limited by placing buy orders during common director in Noticees no. 1 and 10. Patch-3. Contributed to • Chandulal Sanghvi (DIN: 02764071) was a NHP by placing buy orders common director in Noticees no. 1 and 2. during Patch-3 • Mukesh Kumar Jethalal Shah (DIN: 01477324) was a common director in Noticees no. 1, 2 and 10. • Satish Vadilal Raval (DIN: 02420923) was a common director in Noticees no. 1, 4, 5, 8, 11 and 15. • Noticees no. 1, 2 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116 shares common Email id (novagold2007@yahoo.co.in).

2 Cromakem Contributed to positive LTP • Jagdish Jani (DIN: 01247453) was a common Limited by placing buy orders during director in Noticees no. 2, 5, 8 and 114. Patch-3. Contributed to • Pallavi Chetan Pandit (DIN: 02131854) was a NHP by placing buy orders common director in Noticees no. 2, 7, 10, 11 and during Patch-3 16. • Kirit Kumar Shah (DIN: 02764071) was a common director in Noticees no. 2 and 5. • Chandulal Sanghvi (DIN: 02764071) was a common director in Noticees no. 1 and 2. • Mukesh Kumar Jethalal Shah (DIN: 01477324) was a common director in Noticees no. 1, 2 and 10. • Taraben Bhatt (DIN: 06840375) was a common director in Noticees no. 2 and 4. • Noticees no. 1, 2 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116 shares common Email id (novagold2007@yahoo.co.in).

Notic Name of the Role Basis of Connection ee Noticee No. 3 Zimig Trading Contributed to positive LTP • Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, Company by placing buy orders during 115 and 116, shares common Email id Private Limited Patch-3. Contributed to (novagold2007@yahoo.co.in). NHP by placing buy orders • Vimalkumar Sureshchandra Raval (DIN: during Patch-3 03552088) was a common director in Noticees no. 3 and 5.

4 Nova Gold Contributed to positive LTP • Noticee no. 6 is a director in Noticee no. 4. Petro Resources by placing buy orders during • Satish Vadilal Raval (DIN: 02420923) was a Limited Patch-3. Contributed to common director in Noticees no. 1, 4, 5, 8, 11 and NHP by placing buy orders 15. during Patch-3 • Noticees no. 5, 6, 8, director of Noticee no. 4 (Mitesh Jagdish Jani) and director of Noticee no. 114 (Jagdish Jani) shares common address viz. 23 Shri Ram Vihar, Rokadia Lane, Borivali (w), Mumbai-400092. • Noticee no. 4 received INR 25 lacs from Noticee no. 2 on 20/11/2013. • Taraben Bhatt (DIN: 06840375) was a common director in Noticees no. 2 and 4.

5 ACIL Cotton Contributed to positive LTP • Noticees no. 5, 7 and 10 shares common Address Industries by placing buy orders during viz. 38, Ganga Vihar, 3rd Floor, Rokadia Lane, Limited Patch-3. Borivali (W), Mumbai – 400092. • Noticees no. 5 and 15 shares common Registered office address viz. B-1, Sadguru Complex, NR Rupal Park Gotri Road, Village Vadodara, Vadodara- 390021. • Noticees no. 5, 6, 8, director of Noticee no. 4 (Mitesh Jagdish Jani) and director of Noticee no. 114 (Jagdish Jani) shares common address, viz. 23 Shri Ram Vihar, Rokadia Lane, Borivali (w), Mumbai-400092. • Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116, shares common Email id (novagold2007@yahoo.co.in). • Vimalkumar Sureshchandra Raval (DIN: 03552088) was a common director in Noticee no. 3 and 5. •Dinesh Keshavji Shethia (DIN: 06464221) was a common director in Noticees no. 3, 8 and 11. • Satish Vadilal Raval (DIN: 02420923) was a common director in Noticees no.1, 4, 5, 8, 11 and 15. • Devendra Kumar Shantilal Shah (DIN: 03467426) was a common director in Noticees no. 5 and 16.

Notic Name of the Role Basis of Connection ee Noticee No. • Jagdish Jani (DIN: 01247453) was a common director in Noticees no. 2, 5, 8 and 114. • Kirit Kumar Shah (DIN: 02764071) was a common director in Noticees no. 2 and 5. • Ankur Jitendra Kumar Shah (DIN: 02131849) was a common director in Noticees no. 5 and 7. 6 Jalpa Mitesh Contributed to positive LTP • Noticee no. 6 is a director in Noticee no. 4. Jani by placing sell orders in small • Noticees no. 5, 6, 8, director of Noticee no. 4 quantities during Patch-1. (Mitesh Jagdish Jani) and director of Noticee no. 114 (Jagdish Jani) shares common address viz. 23 Contributed to positive LTP Shri Ram Vihar, Rokadia Lane, Borivali (w), by placing buy orders during Mumbai-400092. Patch-3. • Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116, shares common Email id (novagold2007@yahoo.co.in).

7 Stardom Contributed to positive LTP • Pallavi Chetan Pandit (DIN:02131854) was a Trading by placing sell orders in small common director in Noticees no. 2, 7, 10, 11 and Company Pvt. quantities during Patch-1. 16. Ltd. • Ankur Jitendra Kumar Shah (DIN: 02131849) Contributed to positive LTP was a common director in Noticees no. 5 and 7. by placing buy orders during • Noticees no. 5, 7 and 10 shares common Address Patch-3. Contributed to viz. 38, Ganga Vihar, 3rd Floor, Rokadia Lane, NHP by placing buy orders Borivali (W), Mumbai – 400092. during Patch-3 • Noticees no. 7, 10, 15, 113 and 116 shares common Email id (novagold2011@yahoo.co.in).

8 Suryamangal Contributed to positive LTP • The entity is one of the preferential allottees. Media by placing buy orders during • Satish Vadilal Raval (DIN: 02420923) was a Entertainment Patch-3. Contributed to common director in Noticees no. 1, 4, 5, 8, 11 and Limited NHP by placing buy orders 15. during Patch-3 • Chetan Sukhdev Pandit (DIN: 02131853) was a common director in Noticee no. 8 and 15. • Jitendra Bikhabhai Patel (DIN: 05127595) was a common director in Noticees no.8, 11 and 15. • Noticees no. 5, 6, 8, director of Noticee no. 4 (Mitesh Jagdish Jani) and director of Noticee no. 114 (Jagdish Jani) shares common address viz. 23 Shri Ram Vihar, Rokadia Lane, Borivali (w), Mumbai-400092. • Jagdish Jani (DIN: 01247453) was a common director in Noticees no. 2, 5, 8 and 114. • Dinesh Keshavji Shethia (DIN: 06464221) was a common director in Noticees no. 3, 8 and 11.

Notic Name of the Role Basis of Connection ee Noticee No. • Vimal Nemchand Gala (DIN: 06464224) was a common director in Noticees no. 8 and 11. • Noticee no. 112 (DIN: 06939533) was a common director in Noticee no. 8 and 10. 9 Maruti Shankar Contributed to positive LTP Off Market Transactions with one of the Group Gaude by placing buy orders during Entities – Patch-3. • Noticee no. 9 transferred 2130 shares of Kelvin in off-market to Dadima Capital (P) Ltd, which in turn was connected to Noticees no. 12, 56 and 101. • Noticee no. 9 transferred 85025 shares of Kelvin in off-market to Earth Exim Ltd., which is directly connected to Noticees no. 1, 4, 5, 7, 8, 9, 10, 11, 13, 15 and 114.

10 Cornhill Contributed to positive LTP • Vishal Kumar Shah (DIN: 05207208) was a Trading by placing sell orders in small common director in Noticees no. 1 and 10. Company Pvt. quantities during Patch-1. • Noticees no. 8 and 10 share common address viz. Ltd. 15, Shriram Vihar, Rokadia Lane, Borivali (W), Contributed to positive LTP Mumbai – 400092. by placing buy orders during • Noticees no. 5, 7 and 10 shares common Address Patch-3. Contributed to viz. 38, Ganga Vihar, 3rd Floor, Rokadia Lane, NHP by placing buy orders Borivali (W), Mumbai – 400092. during Patch-3 • Pallavi Chetan Pandit (DIN: 02131854) was a common director in Noticees no. 2, 7, 10, 11 and 16. • Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116, shares common Email id (novagold2007@yahoo.co.in). • Noticees no. 7, 10, 15, 113 and 116 shares common Email id (novagold2011@yahoo.co.in). • Mukesh Kumar Jethalal Shah (DIN: 01477324) was a common director in Noticees no.1, 2 and 10. • Noticee no. 112 (DIN: 06939533) was a common director in Noticees no. 8 and 10.

Notic Name of the Role Basis of Connection ee Noticee No. 11 Sonal Contributed to positive LTP • Pallavi Chetan Pandit (DIN: 02131854) was a International by placing sell orders in small common director in Noticees no. 2, 7, 10, 11 and Ltd. quantities during Patch-1. 16. • Dinesh Keshavji Shethia (DIN: 06464221) was Contributed to positive LTP a common director in Noticees no. 3, 8 and 11. by placing buy orders during • Satish Vadilal Raval (DIN: 02420923) was a Patch-3. Contributed to common director in Noticees no.1, 4, 5, 8, 11 and NHP by placing buy orders 15. during Patch-3. • Jitendra Bikhabhai Patel (DIN: 05127595) was a common director in Noticees no. 8, 11 and 15. • Vimal Nemchand Gala (DIN: 06464224) was a common director in Noticees no. 8 and 11.

12 VidyadharRam Contributed to positive LTP Noticee no. 12 transferred 61460 shares of Kelvin to naresh Dubey by placing buy orders during Noticee no. 11 in off-market transfer. Patch-3. Contributed to NHP by placing buy orders during Patch-3. 13 Kirti Kantilal Contributed to positive LTP As per bank account statements of Account no. Mehta by placing sell orders in small 911010005936771 (Axis Bank) of Notice no. 13, quantities during Patch-1. there were Fund Transfers (From/To) with Kelvin and the Noticees no. 2, 5, 7, 10, 11, 15, 16. Contributed to positive LTP by placing buy orders during Patch-3. Contributed to NHP by placing buy orders during Patch-3.

14 Madhuben Contributed to positive LTP Off Market Transactions with one of the Group Babulal Modi by placing buy orders during Entities - Noticee no. 14 transferred 2900 shares of Patch-3. Contributed to Kelvin in off-market transactions to Naresh NHP by placing buy orders Nagindas Shah, who is connected to Noticees no. during Patch-3. 17, 28, 30, 69, 71, 99, 106 and 108.

Notic Name of the Role Basis of Connection ee Noticee No. 15 Fast Track Contributed to positive LTP • Satish Vadilal Raval (DIN: 02420923) was a Entertainment by placing buy orders during common director in Noticee no. 1, 4, 5, 8, 11 and Limited Patch-3. Contributed to 15. NHP by placing buy orders • Noticees no. 5 and 15 shares common Registered during Patch-3. office address viz. B-1, Sadguru Complex, NR Rupal Park Gotri Road, Village Vadodara, Vadodara- 390021. • Noticees no. 7, 10, 15, 113 and 116 shares common Email id (novagold2011@yahoo.co.in). • Jitendra Bikhabhai Patel (DIN: 05127595) was a common director in Noticees no. 8, 11 and 15. • Chetan Sukhdev Pandit (DIN: 02131853) was a common director in Noticees no. 8 and 15.

16 IFSL Limited Contributed to positive LTP • Pallavi Chetan Pandit (DIN: 02131854) was a by placing buy orders during common director in Noticees no. 2, 7, 10, 11 and Patch-3. 16. • Devendra Kumar Shantilal Shah (DIN: 03467426) was a common director in Noticees no. 5 and 16. 17 Vinod Gajanan Contributed to positive LTP Off Market Transactions with one of the Group Dhadave by placing buy orders during Entities - Noticee no. 17 transferred 29925 shares of Patch-3. Kelvin in off-market transactions to Naresh Nagindas Shah, who is connected to Noticee no. 14, 28, 30, 69, 71, 99, 106 and 108.

18 Heema Contributed to positive LTP Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, Infocom by placing buy orders during 115 and 116, shares common Email id Limited Patch-3. (novagold2007@yahoo.co.in). 19 Inventure Contributed to positive LTP • Noticee no. 19 received ₹25,22,400 from Noticee Finance Pvt. by placing sell orders during no. 2 on 13/13/2013. Ltd. Patch-3. NHP by placing • Noticee no. 19 is one of the Preferential Allottees selling orders during Patch- • Sold all shares to entities connected to Kelvin 3.

20 Umang Projects Contributed to positive LTP Noticee no. 20 received 1,00,000 shares of Kelvin in Limited by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees - shares common selling orders during Patch-email id with some other Noticees) 3.

Notic Name of the Role Basis of Connection ee Noticee No. 21 Jitendra C Contributed to positive LTP Noticee no. 21 received 8900 shares of Kelvin from Janani HUF by placing sell orders during Universal Credit and Securities Ltd. and 1600 Patch-3. shares from SDFC Finance Limited on 14/7/2012 in physical form (from one of the Group Entities who are connected to other Noticees - shares common director, common address and fund transactions with some other Noticees)

22 Nainesh Contributed to positive LTP Noticee no. 22 received 8200 shares and 50 shares Gunvantlal Jain by placing sell orders during of Kelvin from Kosha Cubidor Containers Ltd. on HUF Patch-3. 14/7/2012 and 14/8/2012 respectively and 1000 shares from SDFC Finance Limited on 29/9/2012 in physical form (the Group Entities who are connected to other Noticees on the basis of fund transactions) 23 Omprakash Contributed to positive LTP Noticee no. 23 received 40000 shares of Kelvin in Agarwal HUF by placing sell orders during physical form (from one of the Group Entities who Patch-3. also transferred shares to some other Noticees in physical form) 24 Ramesh C Contributed to positive LTP Noticee no. 24 received 8000 shares of Kelvin in Janani HUF by placing sell orders during physical form (from a one of the Group Entities Patch-3. who is connected to other Noticees on the basis of fund transactions) 25 Champalal Contributed to positive LTP Noticee no. 25 received 15000 shares of Kelvin in Mohanlal Jain by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 25/7/2013. 26 Dukes Contributed to positive LTP Noticee no. 26 received 50000 shares of Kelvin from Consumer Care by placing sell orders during Narendra R Shah (HUF) and 50,000 shares of Limited Patch-3. NHP by placing Kelvin from Narendra R Shah on 30/4/2012 in selling orders during Patch-physical form (from one of the Group Entities who 3. is connected to other Noticees – common address, directorship, off-market share transfer with other Noticees) 27 Dalmia Pramod Contributed to positive LTP Noticee no. 27 received 8000 shares of Kelvin in Kumar HUF by placing sell orders during physical form from HUF of Noticees no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 28 Sanghvi Sanjay Contributed to positive LTP Off Market Transactions with one of the Group Madanlal HUF by placing sell orders during Entities - Noticee no. 28 received 10000 shares in Patch-3. off-market transactions from Naresh Nagindas Shah, who is connected to Noticees no.14, 17, 30, 69, 71, 99, 106 and 108.

Notic Name of the Role Basis of Connection ee Noticee No. 29 MahendraDhan Contributed to positive LTP Noticee no. 29 received 200000 shares of Kelvin in jibhai Amin by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees – common director, selling orders during Patch-common address and fund transactions with 3. some other Noticees)

30 Chandrika Contributed to positive LTP Off Market Transactions with one of the Group Dharmendra by placing sell orders during Entities - Noticee no. 30 received 15300 shares in Sanghavi Patch-3. NHP by placing off-market transactions from Naresh Nagindas selling orders during Patch- Shah, who is connected to Noticees no. 14, 17, 28, 3. 69, 71, 99, 106 and 108.

31 Kamalkishore Contributed to positive LTP Noticee no. 31 received 5000 shares of kelvin in Karwa HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 32 Makwana Contributed to positive LTP Noticee no. 32 received 10000 shares of Kelvin in ArunbhaiMoha by placing sell orders during physical form from Noticee no. 8 (one of the nbhai HUF Patch-3. preferential allottees) on 16/11/2013. 33 Patel Ambalal Contributed to positive LTP Off Market Transactions with one of the Group Ranchhodbhai by placing sell orders during Entities - Noticee no. 33 received 1800 shares in off- HUF Patch-3. market transactions from Bharatkumar Prahladbhai Prajapati, who is connected to Noticee no. 102. 34 Dhirajlal Contributed to positive LTP Off Market Transactions with one of the Group Jagjivandas by placing sell orders during Entities - Noticee no. 34 received 12500 shares in Parekh Patch-3. off-market transactions from Poonam Premsagar Pasricha, who is connected to Noticees no. 40, 47 and 104. 35 Solex Contributed to positive LTP Noticee no. 35 received 100000 shares of Kelvin in Commercial by placing sell orders during physical form (from one of the Group Entities who Credit Pvt. Ltd. Patch-3. NHP by placing is connected to other Noticees – common address, selling orders during Patch-directorship, off-market share transfer with other 3. Noticees)

36 Viren Shelters Contributed to positive LTP Noticee no. 36 received 30000 shares of Kelvin in Limited by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing also transferred shares to some other Noticees in selling orders during Patch-physical form) 3. 37 Balkishan Contributed to positive LTP Noticee no. 37 received 6500 shares of Kelvin in Innani HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013.

Notic Name of the Role Basis of Connection ee Noticee No. 38 Vimal Kumar Contributed to positive LTP Noticee no. 38 received 2500 shares of Kelvin in Praveenchand by placing sell orders during physical form from HUF of Noticee no. 58 (one of HUF Patch-3. the preferential allottees) on 14/12/2013. 39 Vaishali Contributed to positive LTP Noticee no. 39 received 8300 shares of Kelvin from Nainesh Jain by placing sell orders during Kosha Cubidor Containers Ltd and 1200 shares Patch-3. of Kelvin from SDFC Finance Limited on 14/7/2012 in physical form (the Group Entities who are connected to other Noticees - fund transactions with some other Noticees)

40 Shivali Dhirajlal Contributed to positive LTP Off Market Transactions with one of the Group Parekh by placing sell orders during Entities - Noticee no. 40 received 12500 shares in Patch-3. off-market transactions from Poonam Premsagar Pasricha, who is connected to Noticees no. 34, 47 and 104. 41 Dinesh Kumar Contributed to positive LTP Noticee no. 41 received 5000 shares of Kelvin in Jain HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 42 Praveenchandra Contributed to positive LTP Noticee no. 42 received 6500 shares of Kelvin in Amichand HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 43 Srikant Karwa Contributed to positive LTP Noticee no. 43 received 5000 shares of Kelvin in HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 44 Sheetal S Mehta Contributed to positive LTP Noticee no. 44 received 8500 shares of Kelvin in HUF by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common director, common address and fund transactions with some other Noticees)

45 Murali Krishna Contributed to positive LTP Noticee no. 45 received 26500 shares of Kelvin in Manepally HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 46 Gopi Krishna Contributed to positive LTP Noticee no. 46 received 26500 shares of Kelvin in Manepally HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 47 Jyoti Dhirajlal Contributed to positive LTP Off Market Transactions with one of the Group Parekh by placing sell orders during Entities - Noticee no. 47 received 12500 shares in Patch-3. off-market transactions from Poonam Premsagar Pasricha, who is connected to Noticee no. 34, 40 and 104.

Notic Name of the Role Basis of Connection ee Noticee No. 48 Vikas Kumar Contributed to positive LTP Noticee no. 48 received 2500 shares of Kelvin in HUF by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 49 Dukes Products Contributed to positive LTP Noticee no. 49 received 10000 shares of Kelvin in India Limited by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees - shares common selling orders during Patch-email id with some other Noticees) 3. 50 BabitabenMahe Contributed to positive LTP Noticee no. 50 received 5500 shares of Kelvin in ndrakumar Jain by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees – common director, selling orders during Patch-common address and fund transactions with 3. some other Noticees)

51 Ankit Mahendra Contributed to positive LTP Noticee no. 51 received 5500 shares of Kelvin in Jain HUF by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees – common director, selling orders during Patch-common address and fund transactions with 3. some other Noticees)

52 Ramesh Contributed to positive LTP Noticee no. 52 received 3000 shares of Kelvin in Challani HUF by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. NHP by placing preferential allottees) on 25/7/2013. selling orders during Patch- 3. 53 Atul Jain Contributed to positive LTP Noticee no. 53 received 1500 shares of Kelvin in by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common director, common address and fund transactions with some other Noticees)

54 Shardaben Contributed to positive LTP Noticee no. 54 received 10000 shares of Kelvin in Mohanbhai by placing sell orders during physical form from Noticee no. 8 (one of the Makwana Patch-3. preferential allottees) on 25/7/2013. 55 Vijaybhai Contributed to positive LTP Noticee no. 55 received 10000 shares of Kelvin in Mohanbhai by placing sell orders during physical form Noticee no. 8 (one of the preferential Makwana Patch-3. allottees) on 25/7/2013. 56 Namdeo Kisan Contributed to positive LTP Off Market Transactions with one of the Group Tajane by placing sell orders during Entities - Noticee no. 56 received 80000 shares in Patch-3. NHP by placing off-market transactions from Dadima Capital (P) selling orders during Patch- Ltd, which is connected to Noticees no. 9, 12 and 3. 101.

Notic Name of the Role Basis of Connection ee Noticee No. 57 Ravi Vajawat Contributed to positive LTP Noticee no. 57 received 3000 shares of Kelvin in by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. preferential allottees) on 25/7/2013. 58 Mukesh Contributed to positive LTP • The entity is one of the preferential allottees. Nanubhai Desai by placing sell orders during • Entities connected to Kelvin had purchased Patch-3. NHP by placing 99.99% of sell value of shares from Mukesh N selling orders during Patch- Desai. 3. • Mukesh N Desai and Mukesh N Desai (HUF) share common phone number (9879122000) and Email (mukesh.desai1957@yahoo.com)

59 Rameshwarlal Contributed to positive LTP Noticee no. 59 received 2400 shares of Kelvin in Gulabchand by placing sell orders during physical form from Noticee no. 8 (one of the Kothari Patch-3. preferential allottees) on 25/7/2013. 60 Bharati Contributed to positive LTP Noticee no. 60 received 72600 shares from Noticee Bharatumar by placing sell orders during no. 2 on 01/02/2014 in off-market. Upadhyay Patch-3. NHP by placing selling orders during Patch- 3. 61 Hema Contributed to positive LTP Noticee no. 61 received 8000 shares of Kelvin in Prabhakar by placing sell orders during physical form from HUF of Noticee no. 58 (one of Deshmukh Patch-3. the preferential allottees) on 14/12/2013. 62 Anand Kumar Contributed to positive LTP Noticee no. 62 received 13000 shares of Kelvin in Nahar by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 63 RakshabenArun Contributed to positive LTP Noticee no. 63 received 10000 shares of Kelvin in bhai Makwana by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. NHP by placing preferential allottees) on 25/7/2013. selling orders during Patch- 3. 64 Sonalben Contributed to positive LTP Noticee no. 64 received 10000 shares of Kelvin in Vijaybhai by placing sell orders during physical form from Noticee no. 8 on 25/7/2013. Makwana Patch-3. 65 Vikas Gupta Contributed to positive LTP Noticee no. 65 received 30000 physical shares from by placing sell orders during Noticee no. 8 on 06/7/2013. Patch-3. 66 Porwal Manish Contributed to positive LTP Noticee no. 66 received 10000 shares of Kelvin in Kumar by placing sell orders during physical form from Kelvin (one of the preferential Patch-3. allottees) on 25/7/2013. 67 Laxmi Kanta Contributed to positive LTP Received Shares in physical form (from one of Tolasariya by placing sell orders during the Noticees who is a preferential allottee and who Patch-3. has sold shares to entities connected to Kelvin)

Notic Name of the Role Basis of Connection ee Noticee No. 68 Praveenchand Contributed to positive LTP Noticee no. 68 received 2500 shares of Kelvin in Mahaveer by placing sell orders during physical form from HUF of Noticee no. 58 (one of Kumar Jain Patch-3. the preferential allottees) on 14/12/2013. 69 Chhaya Deepak Contributed to positive LTP Off Market Transactions with one of the Group Thakker by placing sell orders during Entities - Noticee no. 69 received 15400 shares in Patch-3. off-market transactions from Naresh Nagindas Shah, who is connected to Noticees no. 14, 17, 28, 30, 71, 99, 106 and 108.

70 Om Prakash Contributed to positive LTP Noticee no. 70 received 40000 shares of Kelvin in Agarwal by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common address, directorship, off-market share transfer with other Noticees)

71 Sanjay Madanlal Contributed to positive LTP Off Market Transactions with one of the Group Sanghvi by placing sell orders during Entities - Noticee no. 69 received 20000 shares in Patch-3. off-market transactions from Naresh Nagindas Shah, who is connected to Noticees no. 14, 17, 28, 30, 69, 99, 106 and 108

72 Jaya Lalit Shah Contributed to positive LTP Noticee no. 72 received 6000 shares of Kelvin in by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. preferential allottees) on 25/7/2013. 73 Sheetal Contributed to positive LTP Noticee no. 73 received 8500 shares of Kelvin in Shashikant by placing sell orders during physical form (from one of the Group Entities who Mehta Patch-3. is connected to other Noticees – common director, common address and fund transactions with some other Noticees)

74 Krunal Ramesh Contributed to positive LTP Noticee no. 74 received 12000 shares of Kelvin in Janani by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common address with other Noticees and fund transactions with some other Noticees)

75 Abhaykumar Contributed to positive LTP Noticee no. 75 received 2000 shares of Kelvin in Parasmal Bora by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common director, common address and fund transactions with some other Noticees)

Notic Name of the Role Basis of Connection ee Noticee No. 76 Devibai Contributed to positive LTP Noticee no. 76 received 16200 shares of Kelvin in BhawarlalGand by placing sell orders during physical form from HUF of Noticee no. 58 (one of hi Patch-3. the preferential allottees) on 16/11/2013. 77 Vandana Contributed to positive LTP Noticee no. 77 received 5000 shares of Kelvin in Anilkumar by placing sell orders during physical form (from one of the Group Entities who Bhandari Patch-3. is connected to other Noticees – common director, common address and fund transactions with some other Noticees)

78 Pawan Jain Contributed to positive LTP Noticee no. 78 received 6500 shares of Kelvin in by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 79 Jain Dinesh Contributed to positive LTP Received Shares in physical form (from one of Kumar by placing sell orders during the Noticees who is a preferential allottee and who Patch-3. has sold shares to entities connected to Kelvin) 80 Ruchit Hiralal Contributed to positive LTP Noticee no. 80 received 15000 shares of Kelvin in Jain by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 25/7/2013. 81 Kapilaben U Contributed to positive LTP Noticee no. 81 received 5000 shares of Kelvin in Joshi by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees – common director, selling orders during Patch-common address and fund transactions with 3. some other Noticees)

82 SweetydeviHite Contributed to positive LTP Noticee no. 82 received 6000 shares of Kelvin in shkumar by placing sell orders during physical form Noticee no. 8 (one of the preferential Chopra Patch-3. allottees) on 25/7/2013. 83 Mamta Pravin Contributed to positive LTP Noticee no. 83 received 18000 shares of Kelvin in Gandhi by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 16/11/2013. 84 Shakuntala Contributed to positive LTP Noticee no. 84 received 6500 shares of Kelvin in Karwa by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 85 Ankit Agarwal Contributed to positive LTP Noticee no. 85 received 120000 shares of Kelvin in by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. Noticees who is a preferential allottee and is connected to other Noticees. 86 Suraj Prakash Contributed to positive LTP Noticee no. 86 received 10000 shares of Kelvin in Bhalla by placing sell orders during physical form from Noticee no. 8 on 25/7/2013. Patch-3.

Notic Name of the Role Basis of Connection ee Noticee No. 87 Prakash Contributed to positive LTP Noticee no. 87 received 10000 shares of Kelvin in Prajapat by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. NHP by placing preferential allottees) on 25/7/2013. selling orders during Patch- 3. 88 Rakeshkumar Contributed to positive LTP Noticee no. 88 received 30000 shares of Kelvin in Narayanbhai by placing sell orders during physical form from 8 (one of the preferential Prajapati Patch-3. NHP by placing allottees) on 25/7/2013. selling orders during Patch- 3. 89 Dinesh Mulji Contributed to positive LTP Noticee no. 89 received 5000 shares of Kelvin in Patel by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common director, common address and fund transactions with some other Noticees)

90 Kunal Contributed to positive LTP Noticee no. 90 received 8000 shares of Kelvin in Prabhakar by placing sell orders during physical form from HUF of Noticee no. 58 (one of Deshmukh Patch-3. the preferential allottees) on 14/12/2013. 91 Mayuri Contributed to positive LTP Noticee no. 91 received 8000 shares of Kelvin in Prabhakar by placing sell orders during physical form from HUF of Noticee no. 58 (one of Deshmukh Patch-3. the preferential allottees) on 14/12/2013. 92 Nitin Kagzi Contributed to positive LTP • Noticee no. 92 received 5000 shares of Kelvin in by placing sell orders during physical form from Noticee no. 8 on 31/10/2012. Patch-3. • Noticee no. 92 received shares of Kelvin in physical form from one of the Group Entities also.

93 Vikas Kumar Contributed to positive LTP Noticee no. 93 received 2500 shares of Kelvin in Jain by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 94 Prachi Kagzi Contributed to positive LTP Noticee no. 94 received 7800 shares of Kelvin in by placing sell orders during physical form (from one of the Group Entities who Patch-3. is connected to other Noticees – common address with other Noticees and fund transactions with some other Noticees)

95 Avinash Porwal Contributed to positive LTP Noticee no. 95 received 10000 shares of Kelvin in by placing sell orders during physical form from Noticee no. 8 (one of the Patch-3. NHP by placing preferential allottees) on 25/7/2013. selling orders during Patch- 3.

Notic Name of the Role Basis of Connection ee Noticee No. 96 Sulochana R Contributed to positive LTP Noticee no. 96 received 5000 shares of Kelvin in Karwa by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 14/12/2013. 97 Ramesh Contributed to positive LTP • Noticee no. 97 received 2000 shares of Kelvin in Morandmal by placing sell orders during physical form from Noticee no. 8 (one of the Sadhwani Patch-3. NHP by placing preferential allottees) on 25/7/2013. selling orders during Patch- • Noticee no. 97 received 800 shares of Kelvin in 3. physical form from Noticee no. 8 (one of the preferential allottees) on 25/7/2013.

98 Bhagwatilal Contributed to positive LTP Noticee no. 98 received 17000 shares of Kelvin in Bhuralaji by placing sell orders during physical form from HUF of Noticee no. 58 (one of Pagaria Patch-3. NHP by placing the preferential allottees) on 25/7/2013. selling orders during Patch- 3. 99 Geeta Bharat Contributed to positive LTP Off Market Transactions with one of the Group Sanghvi by placing sell orders during Entities - Noticee no. 99 received 15300 shares of Patch-3. Kelvin in off-market transactions from Naresh Nagindas Shah, who is connected to Noticees no. 14, 17, 28, 30, 69, 71, 106 and 108 100 Anup Contributed to positive LTP Noticee no. 100 received 8000 shares of Kelvin in Prabhakar by placing sell orders during physical form from HUF of Noticee no. 58 (one of Deshmukh Patch-3. the preferential allottees) on 14/12/2013. 101 Komilkumar Contributed to positive LTP Off Market Transactions with one of the Group Anilbhai by placing sell orders during Entities - Noticee no. 101 received 7000 shares of Chauhan Patch-3. Kelvin in off-market from Dadima Capital (P) Ltd, which in turn was connected to Noticees no. 9, 12 and 56.

102 Sonalben Contributed to positive LTP Off Market Transactions with one of the Group Dhirenkumar by placing sell orders during Entities - Noticee no. 102 received 1800 shares of Patel Patch-3. NHP by placing Kelvin in off-market transactions from selling orders during Patch- Bharatkumar Prahladbhai Prajapati, who is 3. connected to Noticee no. 33.

103 Karnesh Contributed to positive LTP Noticee no. 103 received 30000 shares of Kelvin in Pannalal by placing sell orders during physical form from HUF of Noticee no. 58 (one of Shyamsukha Patch-3. the preferential allottees) on 16/11/2013. 104 Pallavi Milind Contributed to positive LTP Off Market Transactions with one of the Group Shirude by placing sell orders during Entities - Noticee no. 104 received 4000 shares in Patch-3. off-market transactions from Poonam Premsagar Pasricha, who is connected to Noticees no. 34, 40 and 47.

Notic Name of the Role Basis of Connection ee Noticee No. 105 Mohit Contributed to positive LTP Noticee no. 105 received 800 shares of Kelvin in Rajkumar by placing sell orders during physical form from Noticee no. 8 (one of the Kothari Patch-3. NHP by placing preferential allottees) on 25/7/2013. selling orders during Patch- 3. 106 Seema Haresh Contributed to positive LTP Off Market Transactions with one of the Group Shah by placing sell orders during Entities - Noticee no. 106 received 9200 shares in Patch-3. off-market transactions from Naresh Nagindas Shah, who is connected to Noticees no. 14, 17, 28, 30, 69, 71, 99 and 108.

107 Sarthak Contributed to positive LTP Noticee no. 107 received 2000 shares of Kelvin in Sureshkumar by placing sell orders during physical form from Noticee no. 8 (one of the Kothari Patch-3. preferential allottees) on 25/7/2013. 108 Rushabh Vipul Contributed to positive LTP Off Market Transactions with one of the Group Shah by placing sell orders during Entities - Noticee no. 108 received 13200 shares in Patch-3. off-market transactions from Naresh Nagindas Shah, who is connected to Noticees no. 14, 17, 28, 30, 69, 71, 99 and 106.

109 Shreya Sanghvi Contributed to positive LTP Noticee no. 109 received 3500 shares of Kelvin in X by placing sell orders during physical form (from one of the Group Entities who Patch-3. NHP by placing is connected to other Noticees – common director, selling orders during Patch-common address and fund transactions with 3. some other Noticees)

110 Madhu Karnesh Contributed to positive LTP Noticee no. 110 received 22600 shares of Kelvin in Shyamsukh by placing sell orders during physical form from HUF of Noticee no. 58 (one of Patch-3. the preferential allottees) on 16/11/2013. 111 Yash Parag Contributed to positive LTP Noticee no. 111 received 2000 shares of Kelvin from Shah by placing sell orders during Millennium Cybertech Ltd. and 8000 shares of Patch-3. Kelvin from Noticee no. 2 on 31/7/2012 in physical form (from one of the Noticees who is connected to some other Noticees and the Group Entities by way of common directors, common email id and fund transfers)

112 Parag Contributed to positive LTP Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, Chandrkant by placing sell orders in small 115 and 116, shares common Email id Shah quantities during Patch-1. (novagold2007@yahoo.co.in). 113 Chirag Contributed to positive LTP Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, Dineshkumar by placing sell orders in small 115 and 116, shares common Email id Shah quantities during Patch-1. (novagold2007@yahoo.co.in).

Notic Name of the Role Basis of Connection ee Noticee No. 114 Sapan Placed buy orders and • Noticee no. 115 is promoter of Noticee no. 114. Chemicals contributed to NHP in • Jagdish Jani (DIN: 01247453) was a common Limited Patch-3. director in Noticees no. 2, 5, 8 and 114. • Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116, shares common Email id (novagold2007@yahoo.co.in). • Noticees no. 5, 6, 8, director of Noticee no. 4 (Mitesh Jagdish Jani) and director of Noticee no. 114 (Jagdish Jani) shares common address viz. 23 Shri Ram Vihar, Rokadia Lane, Borivali (w), Mumbai-400092.

115 Jayshree Placed buy orders and • Noticees no. 1, 2 3, 5, 6, 8, 10, 18, 112, 113, 114, Shankar Bhosle contributed to NHP in 115 and 116 shares common Email id Patch-3. (novagold2007@yahoo.co.in). • Noticee no. 115 is a promoter in Noticee no. 114.

116 Rupesh Placed buy orders and Noticees no. 1, 2 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 Balkrishna contributed to NHP in and 116 shares common Email id Bhoir Patch-3. (novagold2007@yahoo.co.in).

26. Before dealing with the common objections raised by all the Noticees with regard to the basis of connection as indicated in the above tabular presentation, I would like to deal with the contention of Noticee no. 29, namely, Mahendra Dhanjibhai Amin. In his submissions, the said Noticee has contended that the SCN has imputed the connection of the Noticee with other Group Entities on the basis of the off market shares received by him from GFL Financial India Ltd. on February 29, 2012. However, the said Noticee has strongly denied having executed any such share transfer form for any off-market transfer and has complained that the share transfer form/other documents have been forged by using his name. The Noticee has also claimed to have filed a complaint in this regard with the Mulund Police Station on May 10, 2018. It has also been brought to my notice that SEBI is also in receipt of queries in this regard from the Police Department. It is worth mentioning here that as per the reords, the Noticee had received shares in 2012 in off-market transactions and these shares were eventually dematerialised and were traded on the platform of the stock exchange on various dates starting November 22, 2013 to March 13, 2014 whereby, a total of 5770 shares were sold by the Noticee to five other Noticees in seven separate transactions.

While legally the said Noticee can continue to feign ignorance to the receipt of shares in off-market transaction from one of the Group Entities till his innocence is suitably decided by the appropriate authority, the fact that 5770 shares of Kelvin were sold by the said Noticee on different trading dates is a matter of record and has never been disputed by him. If according to the Noticee, the shares of Kelvin were not purchased by him in any off-market transactions as is reavealed durng investigation, then those shares could not have been sold by him as well. In the instant case however, the records before me delineate to the contrary. What is also surprising and worth sparing a thought is that the Noticee has filed complaint after 6 years of receiving the shares in physical form and four years after the shares were traded and transferred out from his demat account. All this while, the Noticee had access to his account statement but chose to keep silence, never raised any suspicion about the receipt of shares in his Demat account and did not take any legal recourse against the purported forged transfer of shares in his name.

From the records before me, I find the said Noticee has taken legal recourse, a good six months after the issuance of the SCN which blatantly indicate an afterthought exercise possibly to evede the allegations made against him in the SCN and to camouflage his fraudulent dealings in the scrip. Be that as it may, I do not find any merit in the above contentions of the Noticee about the forged purchase documents and notwithstanding his police complaint to cover up his dealings in the scrip, I find his explanation untenable as well as quite unreliable given the fact that he has not denied the sell trades executed in his name hence, reject his contentions considering the same as an attempt to conveniently evade his liability arising ut of the instant proceedings. Accordingly, the submissions of the said Noticee shall be dealt on merit while examining his role in dealing with the scrip of Kelvin.

27. Some of the Noticees have contended that the e-mail ID 'novagold2007@yahoo.co.in' and 'novagold2011@gmail.com' do not belong to them. They have further submitted that they are not aware as to who provided the said e-mail IDs for their KYC requirements to the stock brokers. In this regard, I note that the e-mail ID 'novagold2007@yahoo.co.in' is registered in respect of 13 of the Noticees viz., Noticees no. 1, 2, 3, 5, 6, 8, 10, 18, 112, 113, 114, 115 and 116 in the instant matter. Similarly, the e-mail ID 'novagold2011@gmail.com' is registered in the names of 5 of the Noticees, viz., Noticees no. 7, 10, 15, 113 and 116 in the instant proceedings. It cannot be a mere coincidence that the same e-mail IDs were used by different stock brokers while opening the accounts. In ordinary course, it would happen only when the Noticees themselves have provided the said e-mail IDs to their respective brokers while opening their trading accounts. It is also pertinent to note that these Noticees have also signed their respective KYC documents. The contention of these Noticees is contrary to the factual position, and it does not explain as to why the respective Noticees failed to take any legal action against the erring stock brokers for impersonation or for assigning fictitious/wrong email addresses to them, before the SCN was issued to them or even after te SCN was issued. Considering the foregoing, a bald rebuttal by the Noticees feigning ignorance about common email id in their KYC forms isagain, just an afterthought claim which can never stand the test of judicial scrutiny unless the Noticees produce prove with evidence to the contrary. I, therefore, do not find any merit in the above contention of the said Noticees and reject the same.

28. Some of the Noticees have also contended that their banking transactions with other Noticees including the Group Entities mentioned in Annexure to the SCN were purely commercial in nature. However, none of these Noticee has submitted any documentary evidence in support of the said contention. They have also not provided any satisfactory explanation to dispute the basis of their relationship with other Group Entities. I, therefore, find that the above contentions are without any substance and have to disregard the same.

29. As regards the common address shared by some of the Noticees and the Group Entities, these Noticees have contended that the address of the premises, which has been considered for establishing relationship between them, actually have different cubicles and these cubicles were taken on rent by different Noticees entities for their business activities. Hence, although the addresse appears to be the same for them, actually they had different addresses within the same premises. I note that even if for a moment, the above argument advanced by the Noticees is to be taken at face value and I treat these Noticees as separate entities occupying separate addresses, these Noticees have no answer to the question as to how these entities claiming to be not connected to each other despite operating from the same premises or otherwise, simultaneously traded in the same scrip, which was illiquid and had poor fundamentals, during the same time period in a manner so as to result in manipulation of the price of the said scrip without any prior understanding amongst them. I also note that these Noticees have not disputed other factors that have been considered as the basis of establishing connection/ relation amongst them viz. transfer of funds and shares inter-se amongst them, off market transactions with other Group Entities, etc. Moreover, to substantiate the submission, no credible documents have been furnished in support thereof viz; lease/rent deed, bank statement to show separate rental payment in different names, copy of Income Tax Returns to show claim of any rebate/deduction on account of rent payment, etc. In my view, the contentions of the Noticees in this regard is superfluous and their claim of occupying separate cubicles in the same premises is devoid of any substance. I, therefore do not find any merit in the above submissions and reject the same.

30. As regards having common directors on the boards of different companies, some of the Noticees have contended that the fact that one person is a director of more than one company does not mean that these companies are connected to one another. In this regard, I note that in the present case, the relationship amongst various entities has been sought to be established on the basis of inter-play of a multiplicity of factors such as common address, fund transfers, securities transactions, common directors, etc. Although a person under the Companies Act, 2013 is permitted to hold directorship in more than one company, the possibility of there being a relationship or sharing of information amongst those companies cannot be ruled out especially in a situation when such companies display similar trading practice vis-à-vis a particular illiquid scrip and trade in the shares of a particular company lacking in basic fundamentals to support any trades in its scrip, as happened in the instant case. Further, the allegation of interconnectedness is required to be evaluated taking into account the totality of the facts & circumstances indicating such interconnectedness as highlighted above, besides considering the background of the company, the liquidity/illiquidity of the scrip, trading behaviour, trading pattern and other conduct exhibited by the entities who traded in the said scrip etc. which in my view, are sufficiently and reasonably pointing towards a conclusion that the Noticees enjoyed close connections amongst themselves in this case. I, therefore, do not find any merit in the contention of the said Noticees in this regard.

31. I note that the details of basis of connection allegedly shared by the Noticees had been provided to each of the Noticees in Annexure 1 enclosed with the SCN and in the Tabular presentation made above, an attempt has been made to summarise the said points of connection which each of the Noticees shares with other Noticees. I may reiterate once again that the connections that have been demonstrated amongst the Noticees in the Annexure 1 enclosed to the SCN based on various factors, are not the only reason for imputing allegations against them. I have perused the replies of the Noticees rebutting their alleged connections and find that the replies of the Noticees in this regard are merely bald caims and lack specifics of any nature. It is a proven dictum that mere denial of allegations, without any modicum of verifiable facts and documents in support thereof, can never muster judicial scrutiny. Similarly, the contention of the Noticees that some other Group Entities have not been proceeded against and unless those other Group Entities are proceeded against, the Noticees who are connected through those other Group Entities, cannot be proceeded against, is a dull argument that does not serve any purpose.

32. It is a trite law to state that in the quasi-judicial proceedings, the adjudicator is bound within the realms of the show cause notice before him. In the instant case, after examining the role of other Group Entities, if SEBI has found that it is not necessary to proceed against them, the same logic cannot be extended to other Noticees. In fact, in the matter of Systematix Shares & Stocks India Limited v. SEBI (2012), the Hon’ble SAT also had the occasion to deal with a similar argument of the appellant therein contending that the Board should have proceeded against all wrong doers and the action against the appellant and a few entities alone was discriminatory. In the said case, the Hon’ble SAT had observed that “We cannot subscribe to this view since the Board has set its own benchmark in selecting cases for action and, in any case, the appellant cannot plead himself innocent or his trades as lawful.” In the instant case as well, the Board after examining and considering the role of each of the Group Entities, including the Noticees herein, their trades during the relevant period, have initiated proceedings against such entities.

Depending upon attendant circumstances, some of the Group Entities have been proceeded against in the instant proceedings, and some have been reportedly proceeded against in other proceedings including adjudication proceedings. Notwithstanding the foregoing, it is also worthwhile to mention here that while Fast Track Entertainment Limited has not been charged for its trade during Patch 2, the said entity has been enlisted as Noticee no. 15 before me in the present proceedings for its alleged contributed to positive LTP of the scrip by placing buy orders during Patch-3. Be that as it may, the Board has set its criteria and exercised intelligible differentia while selecting cases for action and more so for the instant proceedings, and the Noticees cannot plead innocence by basing their arguments on such extraneous reasons. In this respect, I also find it appropriate to observe that though the Noticees have claimed parity with other entities who have not been made Noticees in the instant proceedings, these Noticees have not brought any instance to my attention which are identically or similar to that of the Noticees.

Considering the foregoing, I reject this contention of the Noticees in limine and do not find it necessary to further deal with this contention.

33. I note that some of the Noticees, including those who were preferential allottees (viz., Noticees no. 8, 9 and 58) have contended that their investment in Kelvin was a part of their investment strategy and that they have sold their shares in Kelvin after expiry of the lock-in period through delivery-based sales. The said preferential allottees have further contended that other than being the preferential allottees of Kelvin, they were not in any manner connected with Kelvin and merely on the basis of their investment in the preferential issue of Kelvin it cannot be inferred that they had any nexus/relationship with the management/promoters of Kelvin. In this regard, I note that the interim order and the investigation pursuant thereto have categorically pointed out to the fact that Kelvin had poor fundamentals and there was no positive corporate announcement made by the Company which can be said to to be responsible for attracting huge investments in Kelvin by way of subscribing to its shares thrugh the preferential allotment so as to sell them for a profit thereafter. It is worthwhile to mention that none of the Noticees including the three preferential allottees has been able to provide any justification for such unreasonable and imprudent investment behaviour.

Moreover, investment in a company by way of preferential allotment itself signifies that the investor must have been directly approached by the company or its representatives. It is also a matter of record that these three Noticees who happen to be preferential allottees had sold almost 100% of the shares allotted to them, to the Group Entities, who have been found to be connected to them. In addition, none of the preferential allottees has provided any documentary evidence or plausible reason for disputing the basis of relationship between them and other entities belonging to the Group Entities mentioned the annexure to the SCN. Similarly, the Noticees who have received shares from other Group Entities in physical form in off-market transactions have not put forth any credible argument or documentary evidence to dispute the connection with those other Group Entities or to justify their subsequent illogical trading/investment behaviour. The fact, therefore, remains that these entities are connected to each other hence, almost all of their trades have been entered with the connected entities and from the trading pattern underlying these transactions, it can not be stated with confidence that these trades were mere coincidences without there being any commonality between the Noticees and their trading pattern while dealing in the scrip of Kelvin.

These trading patterns and the connections noticed amongst the trading entities when read together, point to a strong manipulative intent. Under these circumstances and in view of the pecuiliar trading pattern followed by the Noticees as has been explained in the interim order and the SCN, the contention of the Noticees that their investment in Kelvin was a part of their investment strategy, does not hold ground and is liable to be rejected.

34. I note that the SCN lays out the allegation of manipulative trades in two patches. It has been alleged that during the Patch 1, i.e., November 30, 2011 – June 17, 2013, price of the scrip of Kelvin opened at ₹8.55 (November 30, 2011) and closed at ₹148.60 (June 17, 2013) in 133 trading days with a volume of 1,738 shares. It is further alleged that 7 of the Noticees, viz., the Noticees no. 6, 7, 10, 11, 13, 112 and 113 had sold their shares during the said period. The extract of their trades whereby LTP was increased by these Noticees has been enumerated in Table 2 of the SCN while Annexure 2 to the SCN contains details of the imputed trades. I note that none of these Noticees has filed any reply/submission to the SCN or appeared before me during the personal hearing scheduled before me even though these 7 Noticees have been restrained and prohibited from the securities market pursuant to the interim order. I note from the records available before me that the SCN and annexure thereto were duly served on these Noticees. Further, the records before me also show that the notices for personal hearing were duly served upon these Noticees. Thus, the principles of natural justice have been fully complied with as regards these 7 Noticees. Considering the foregoing and the fact that theses Noticees have apparently consciously chosen not to respond to the SCN or to avail the opportunity of personal hearing granted to them, I will be constrained to deal with the allegation of manipulation in respect of the said 7 Noticees based on the material available on record.

35. I note from the SCN that Noticees no. 6, 7, 10, 11, 13, 112 and 113 had traded during Patch 1 and had together contributed ₹126.05 to the net LTP while trading 870 shares of the Company in 125 trades out of the market total contribution of ₹140.05 to the net LTP of the scrip achieved by way of trading in 1738 shares over 145 trades. Thus, the net LTP contribution by the said Noticees is close to 90% of the total percentage of positive LTP contribution in the market. A further analysis of these trades revealed that the time difference between the buy orders and sell orders ranged from mere 22 seconds to a bit more than 6 hours, but there was no difference in buy order limit price and sell order limit price. In order to gauge the intent of these trades executed by the Noticees, the sell trades of these Noticees have been enumerated in the table below:

Table 10: Extracts of trades by the Noticees during Patch 1 Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Kirti Kantilal 1. 13 30/11/2011 01:03:11 8.55 0 50 50 Mehta Sonal 2. 11 International 30/03/2012 00:15:01 8.97 0 50 50 Ltd. Sonal 3. 11 International 09/04/2012 01:36:08 9.88 0 50 50 Ltd. Sonal 4. 11 International 12/04/2012 00:18:47 10.37 0 50 450 Ltd. Sonal 5. 11 International 27/04/2012 03:21:31 10.88 0 50 450 Ltd. Sonal 6. 11 International 07/05/2012 04:42:19 11.99 0 50 450 Ltd. Sonal 7. 11 International 29/06/2012 01:29:13 13.20 0 50 950 Ltd. Stardom Trading 8. 7 19/10/2012 05:11:42 15.75 0 50 50 Company Pvt. Ltd. Parag 9. 112 Chandrakant 08/11/2012 04:49:22 16.05 0 50 4500 Shah Stardom Trading 10. 7 15/11/2012 04:34:15 16.35 0 50 4500 Company Pvt. Ltd. Chirag 11. 113 Dineshkumar 21/11/2012 06:02:56 16.65 0 50 950 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Parag 12. 112 Chandrakant 12/12/2012 03:07:56 16.95 0 50 150 Shah Kirti Kantilal 13. 13 19/12/2012 01:40:15 17.90 0 10 190 Mehta Chirag 14. 113 Dineshkumar 21/12/2012 05:25:52 18.60 0 1 999 Shah Chirag 15. 113 Dineshkumar 27/12/2012 06:02:28 18.95 0 3 97 Shah Chirag 16. 113 Dineshkumar 31/12/2012 04:13:55 19.30 0 2 248 Shah Chirag 17. 113 Dineshkumar 02/01/2013 04:27:11 19.65 0 2 498 Shah Chirag 18. 113 Dineshkumar 04/01/2013 05:45:50 20.00 0 1 499 Shah Chirag 19. 113 Dineshkumar 09/01/2013 01:13:41 20.40 0 1 999 Shah Chirag 20. 113 Dineshkumar 10/01/2013 01:04:27 20.80 0 1 247 Shah Chirag 21. 113 Dineshkumar 11/01/2013 00:24:07 21.20 0 1 499 Shah Chirag 22. 113 Dineshkumar 14/01/2013 02:23:43 21.60 0 2 245 Shah Chirag 23. 113 Dineshkumar 15/01/2013 05:21:08 22.00 0 1 4549 Shah Chirag 24. 113 Dineshkumar 16/01/2013 04:31:44 22.40 0 1 99 Shah Chirag 25. 113 Dineshkumar 17/01/2013 01:28:12 22.80 0 1 244 Shah Chirag 26. 113 Dineshkumar 18/01/2013 03:05:53 23.25 0 1 499 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Chirag 27. 113 Dineshkumar 21/01/2013 00:29:05 23.70 0 1 299 Shah Chirag 28. 113 Dineshkumar 22/01/2013 02:02:09 24.15 0 1 499 Shah Chirag 29. 113 Dineshkumar 23/01/2013 00:15:38 24.60 0 1 244 Shah Chirag 30. 113 Dineshkumar 24/01/2013 00:03:40 25.05 0 1 499 Shah Chirag 31. 113 Dineshkumar 28/01/2013 04:19:59 25.55 0 1 4999 Shah Chirag 32. 113 Dineshkumar 30/01/2013 06:02:33 26.05 0 1 499 Shah Chirag 33. 113 Dineshkumar 31/01/2013 01:58:47 26.55 0 1 4499 Shah Chirag 34. 113 Dineshkumar 04/02/2013 04:22:11 27.05 0 1 499 Shah Chirag 35. 113 Dineshkumar 05/02/2013 01:05:39 27.55 0 1 399 Shah Chirag 36. 113 Dineshkumar 06/02/2013 02:20:14 28.10 0 1 4549 Shah Chirag 37. 113 Dineshkumar 08/02/2013 02:18:11 28.65 0 1 244 Shah Chirag 38. 113 Dineshkumar 11/02/2013 01:59:22 29.20 0 1 499 Shah Chirag 39. 113 Dineshkumar 12/02/2013 03:36:34 29.75 0 1 3999 Shah Chirag 40. 113 Dineshkumar 15/02/2013 01:49:49 30.30 0 1 499 Shah Chirag 41. 113 Dineshkumar 18/02/2013 03:27:37 30.90 0 1 2999 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Chirag 42. 113 Dineshkumar 19/02/2013 00:23:38 31.50 0 1 4999 Shah Chirag 43. 113 Dineshkumar 20/02/2013 01:24:11 32.10 0 1 499 Shah Chirag 44. 113 Dineshkumar 21/02/2013 00:40:24 32.70 0 1 244 Shah Chirag 45. 113 Dineshkumar 22/02/2013 00:27:38 33.35 0 1 499 Shah Chirag 46. 113 Dineshkumar 25/02/2013 00:21:42 34.00 0 1 99 Shah Chirag 47. 113 Dineshkumar 26/02/2013 04:43:10 34.65 0 1 999 Shah Chirag 48. 113 Dineshkumar 27/02/2013 04:26:20 35.30 0 1 799 Shah Chirag 49. 113 Dineshkumar 28/02/2013 00:42:02 36.00 0 1 499 Shah Chirag 50. 113 Dineshkumar 01/03/2013 00:26:14 36.70 0 1 499 Shah Chirag 51. 113 Dineshkumar 04/03/2013 00:24:46 37.40 0 1 4999 Shah Chirag 52. 113 Dineshkumar 05/03/2013 00:11:51 38.10 0 1 99 Shah Chirag 53. 113 Dineshkumar 06/03/2013 00:14:34 38.85 0 1 244 Shah Chirag 54. 113 Dineshkumar 07/03/2013 00:52:44 39.60 0 1 499 Shah Chirag 55. 113 Dineshkumar 07/03/2013 00:56:07 39.60 0 1 499 Shah Chirag 56. 113 Dineshkumar 08/03/2013 00:20:59 40.35 0 1 499 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Chirag 57. 113 Dineshkumar 11/03/2013 01:18:33 41.15 0 1 499 Shah Chirag 58. 113 Dineshkumar 12/03/2013 00:50:00 41.95 0 1 999 Shah Chirag 59. 113 Dineshkumar 14/03/2013 00:20:10 43.60 0 1 499 Shah Chirag 60. 113 Dineshkumar 15/03/2013 00:24:41 44.45 0 1 499 Shah Chirag 61. 113 Dineshkumar 18/03/2013 00:48:12 45.30 0 1 599 Shah Chirag 62. 113 Dineshkumar 19/03/2013 00:10:26 46.20 0 1 499 Shah Chirag 63. 113 Dineshkumar 19/03/2013 00:13:02 46.20 0 1 499 Shah Chirag 64. 113 Dineshkumar 20/03/2013 00:27:31 47.10 0 1 499 Shah Chirag 65. 113 Dineshkumar 21/03/2013 00:11:05 48.00 0 1 99 Shah Chirag 66. 113 Dineshkumar 22/03/2013 00:15:07 48.95 0 1 499 Shah Chirag 67. 113 Dineshkumar 25/03/2013 00:15:45 49.90 0 1 499 Shah Chirag 68. 113 Dineshkumar 26/03/2013 00:54:04 50.85 0 1 49 Shah Chirag 69. 113 Dineshkumar 28/03/2013 00:00:22 51.85 0 1 499 Shah Chirag 70. 113 Dineshkumar 01/04/2013 00:25:05 52.85 0 1 499 Shah Chirag 71. 113 Dineshkumar 02/04/2013 01:15:59 53.90 0 1 499 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Chirag 72. 113 Dineshkumar 03/04/2013 02:15:27 54.95 0 1 499 Shah Chirag 73. 113 Dineshkumar 04/04/2013 00:37:14 56.00 0 1 49 Shah Chirag 74. 113 Dineshkumar 05/04/2013 00:22:16 57.10 0 1 49 Shah Chirag 75. 113 Dineshkumar 08/04/2013 00:14:12 58.20 0 1 49 Shah Chirag 76. 113 Dineshkumar 08/04/2013 00:28:38 58.20 0 2 498 Shah Chirag 77. 113 Dineshkumar 08/04/2013 00:28:53 58.20 0 2 498 Shah Chirag 78. 113 Dineshkumar 08/04/2013 00:30:09 58.20 -1 1 499 Shah Chirag 79. 113 Dineshkumar 09/04/2013 00:06:39 59.35 0 1 499 Shah Chirag 80. 113 Dineshkumar 10/04/2013 00:41:21 60.50 0 1 499 Shah Chirag 81. 113 Dineshkumar 11/04/2013 00:13:31 61.70 0 1 499 Shah Chirag 82. 113 Dineshkumar 12/04/2013 00:05:05 62.90 0 1 499 Shah Chirag 83. 113 Dineshkumar 15/04/2013 00:07:27 64.15 0 1 499 Shah Chirag 84. 113 Dineshkumar 16/04/2013 00:04:51 65.40 0 1 499 Shah Chirag 85. 113 Dineshkumar 17/04/2013 00:23:11 66.70 0 1 499 Shah Chirag 86. 113 Dineshkumar 18/04/2013 00:14:06 68.00 0 1 499 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Chirag 87. 113 Dineshkumar 22/04/2013 00:18:18 69.35 0 1 499 Shah Chirag 88. 113 Dineshkumar 23/04/2013 00:24:23 70.70 0 1 499 Shah Chirag 89. 113 Dineshkumar 25/04/2013 00:18:22 72.10 0 1 249 Shah Chirag 90. 113 Dineshkumar 26/04/2013 00:16:27 73.50 0 1 499 Shah Chirag 91. 113 Dineshkumar 29/04/2013 00:18:14 74.95 0 1 249 Shah Chirag 92. 113 Dineshkumar 30/04/2013 00:23:36 76.40 0 1 499 Shah Chirag 93. 113 Dineshkumar 02/05/2013 00:17:03 77.90 0 1 249 Shah Chirag 94. 113 Dineshkumar 03/05/2013 00:09:14 79.45 0 1 249 Shah Chirag 95. 113 Dineshkumar 06/05/2013 00:30:46 81.00 0 1 499 Shah Chirag 96. 113 Dineshkumar 07/05/2013 00:29:36 82.60 0 1 249 Shah Chirag 97. 113 Dineshkumar 08/05/2013 00:05:59 84.25 0 1 499 Shah Jalpa Mitesh 98. 6 09/05/2013 00:34:13 85.90 0 1 499 Jani Chirag 99. 113 Dineshkumar 10/05/2013 00:18:24 87.60 0 1 499 Shah Chirag 100. 113 Dineshkumar 11/05/2013 00:03:20 89.35 0 5 695 Shah Chirag 101. 113 Dineshkumar 13/05/2013 00:42:22 91.10 0 1 499 Shah

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Chirag 102. 113 Dineshkumar 14/05/2013 00:16:40 92.90 0 1 249 Shah Chirag 103. 113 Dineshkumar 15/05/2013 00:09:49 94.75 0 1 499 Shah Chirag 104. 113 Dineshkumar 16/05/2013 00:00:24 96.60 0 1 100 Shah Cornhill Trading 105. 10 17/05/2013 00:21:15 98.50 0 1 249 Company Pvt. Ltd. Chirag 106. 113 Dineshkumar 20/05/2013 00:02:37 100.45 0 4 4 Shah Chirag 107. 113 Dineshkumar 20/05/2013 00:03:42 100.45 0 11 189 Shah Chirag 108. 113 Dineshkumar 20/05/2013 00:04:23 100.45 0 50 4 Shah Chirag 109. 113 Dineshkumar 20/05/2013 00:25:49 100.45 0 35 165 Shah Jalpa Mitesh 110. 6 21/05/2013 00:02:58 102.45 0 1 499 Jani Cornhill Trading 111. 10 23/05/2013 00:15:05 106.50 0 1 249 Company Pvt. Ltd. Jalpa Mitesh 112. 6 29/05/2013 00:02:05 115.20 0 1 499 Jani Cornhill Trading 113. 10 30/05/2013 00:15:00 117.50 0 1 499 Company Pvt. Ltd. Jalpa Mitesh 114. 6 31/05/2013 00:09:21 119.85 0 1 499 Jani

Jalpa Mitesh 115. 6 03/06/2013 00:16:22 122.20 0 2 498 Jani

Noti Time Price Trade Sl. Seller Trade Quantity cee Batch Date Differen Differe Quanti No. Noticee Price Difference No. ce nce ty Jalpa Mitesh 116. 6 04/06/2013 00:01:10 124.60 0 1 499 Jani

Jalpa Mitesh 117. 6 05/06/2013 00:19:54 127.05 0 1 499 Jani

Jalpa Mitesh 118. 6 06/06/2013 00:18:12 129.55 0 1 499 Jani

Jalpa Mitesh 119. 6 07/06/2013 00:02:42 132.10 0 1 499 Jani

Jalpa Mitesh 120. 6 10/06/2013 00:30:31 134.70 0 1 49 Jani

Jalpa Mitesh 121. 6 11/06/2013 00:00:27 137.35 0 41 59 Jani Cornhill Trading 122. 10 12/06/2013 00:27:24 140.05 0 1 49 Company Pvt. Ltd. Cornhill Trading 123. 10 13/06/2013 00:25:11 142.85 0 1 49 Company Pvt. Ltd. Cornhill Trading 124. 10 14/06/2013 00:06:20 145.70 0 1 24 Company Pvt. Ltd. Cornhill Trading 125. 10 17/06/2013 00:11:51 148.60 0 1 24 Company Pvt. Ltd.

36. It is noted that in an illiquid scrip like Kelvin, where a straight jacket formula of precise and strict matching of price, time and quantity is not feasible to apply, such matching and concentrated trades by connected entities cannot be taken as a mere coincidence or business decisions simpliciter. In the instant matter, as can be observed from the afore-stated trade details, the seven entities connected to each other on the basis of KYC, fund transactions, common directors, common addresses, common email addresses, etc. have together contributed ₹126.05 to the net LTP while trading in 870 shares of the Company in 125 trades. Furthther, out of these 125 trades, 99 trades are merely for 1 share each, 6 trades for 2 shares each, 13 trades for 50 shares each and also some solitary instances of trades in 3, 4, 5, 10, 11,

35, 41 shares were noticed. Of the 99 trades of 1 share each referred to above, 83 trades have been executed by Noticee no. 113, 7 by Noticee no. 10 and remaining 6 trades have been executed by Noticee no. 6. As can be seen from the above illustration, in respect of all these trades discussed above, it was noticed that while the disclosed volume of corresponding buy orders was large, the sell orders were placed for very small quantities (very often one share on each day) resulting in execution of trades for those meagre quantities of shares of the Company in each of those trades. These trades of small quantities have infact contributed significantly to the net LTP of the scrip by ₹126.05, by trading in only 870 shares of the Company spanning over 125 trades. In fact, the market total LTP during the said period is ₹140.05. Thus, the contribution of the Noticees to the LTP during Patch 1 is not only significant but gargatuan. It is also a matter of record that some of these Noticees had provided exit to some of the preferential allottees, the details of which are mentioned in Table 10 of the SCN from which the relevant extract is produced below:

Table 11: Details of trades by some of the Noticees who traded during Patch 1 S. Noticee No. Name Trade Qty Trade Value No. (in ₹) 1 6 Jalpa Mitesh Jani 279279 61237272 2 7 Stardom Trading Company Pvt. Ltd. 531107 105992101 3 10 Cornhill Trading Company Pvt. Ltd. 340309 89984763 4 11 Sonal International Ltd. 293226 58100838 5 13 Kirti Kantilal Mehta 256434 61642663 6 112 Parag Chandrkant Shah 7565 3930185 Total 1707920 380887822

37. As mentioned earlier, the above mentioned Noticees have not submitted any rebuttal to the allegations made against them in the SCN and no cogent reason is available on record to decipher as to why sell orders of such miniscule quantities be placed over and over again by the same set of entities who have been found to be enjoying connection amongst themselves on the basis of multitude of factors, over a period of time. In this regard, I would like to refer to the decision of the Hon’ble Tribunal in the matter of Mrs. Kalpana Dharmesh Chheda and Anr. Vs SEBI (Appeal no. 454 of 2019, date of decision February 25, 2020). While taking into consideration its own decision in the matter of M/s. Nishith M. Shah HUF vs. SEBI (Supra) and Sapna Dilip Bombaywala vs. SEBI (Supra), the Hon’ble Tribunal have observed that:

“9. We do not find much merit in the submissions made by the learned counsel for the appellants though generally it can be stated that selling at a price higher than the LTP particularly when buy orders are available in the system cannot be considered as manipulative in itself. However, looking at the pattern of trading done by the appellants and the fact that the appellants have derived considerable financial benefit through that particular scheme or nature of trading we are of the view that the trading pattern adopted by the appellants is of a manipulative and unfair nature and would squarely fall within the ambit of the PFUTP Regulations. The pattern of trade clearly establishes this as it is on 49 occasions that the appellants sold 1 to 5 shares, mostly one share, when in fact the buy orders available in the system was much higher. This behavior cannot be justified in terms of normal rational expectations of a seller. It is on record that the appellants were among the top two net sellers during the relevant period. Therefore, when the appellants were holding a large number of shares (Appellant No. 1 – 15045 shares and Appellant No. 2 – 1009 shares), their selling miniscule quantity of one share each on more than four dozen occasions is nothing but a strategy of manipulation and unfairly benefiting by off-loading the entire shareholding after raising the price to considerable levels.” (Emphasis supplied)

38. As discussed above, in the instant case 7 Noticees had sold 870 shares of the Company in 125 trades out of which, 99 trades were executed merely for 1 share each, 6 trades were executed for 2 shares each, 13 trades were executed for 50 shares each apart from some solitary instances of trades executed for 3, 4, 5, 10, 11, 35, 41 shares, etc. It is also observed that during this period, the Noticees no. 6, 7, 10, 11, 13 and 112 have offloaded large quantities of shares of the Company and in the process have benefitted considerably. I also find from the Table 9 that out of the 125 alleged trades executed by the afore-mentioned 7 Noticees during Patch-1 of the Investigation Period, no single Noticee out of the said 7 Noticees viz. Noticees no. 6, 7, 10, 11, 13, 112 and 113, has executed the alleged trades jointly with any of other 6 Noticees on the same trading day. In fact, all of these 7 Noticees, while executing the alleged 125 trades were taking turns on different trading days to place their respective miniscule sell orders higher than the existing LTP and in this manner have cumulatively contributed to positive LTP of ₹126.05 (90% of the total net market positive LTP) during the Patch-1 of the Investigation Period.

Also, as already highlighted earlier, the Noticees are connected to each other on the basis of KYC, fund transactions, common directors, common addresses, common email addresses, etc. For instance, Noticees no. 6, 10, 112 and 113 are connected, inter alia, on the basis of a common email id viz. novagold2007@yahoo.co.in and Noticee no. 7, 10 and 113 are directly connected with each other on the basis of a common email id viz. novagold2011@yahoo.co.in. Similarly, as per the material available on record, I observe that Noticee no. 13 had fund transfers with Noticee no. 7 and 10. I further note that Noticee no. 11 is connected with Noticee no. 3, 7 and 10 on the basis of common directorship. Such a trading pattern wherein these Noticees were visibly acting in concert and were trading systematically one after another thereby raising the market price of the scrip through their LTP contributing trades, smacks of the fact that these Noticees had entered the market with a pre-meditated mindset of raising the scrip of Kelvin, which is further strengthened by the direct connections enjoyed by these 7 Noticees with each other.

The alleged trades clearly point out to a specific pattern of manipulation which is envisaged under regulations 3 and 4 of the PFUTP Regulations, 2003. Considering the foregoing, I find that the trades executed by the above Noticees are not fair and genuine trades executed in the normal course of dealing in securities without being influenced by any external extraneous reasons. On the contrary, from the above and more particularly in the absence of any justifiable explanation, I am constrained to observe that the alleged trades were possessed all the elements of a fraudulent trade practice so as to hold that the Noticees no. 6, 7, 10, 11, 13, 112 and 113 have contravened the provisions of regulations 3 and 4(1), (2) (a) and (e) of the PFUTP Regulations, 2003 while trading in the scrip of Kelvin.

39. The second allegation in the SCN is that the Noticees no. 1 to 18 had acted as buyers and Noticees no. 19 to 111 had aided by selling the shares to increase the price of the scrip and in view of the significant positive LTP contribution made by these 111 Noticees by way of trading amongst themselves, the said 111 Noticees had indulged in trades that have manipulated the price of the scrip as well as have contributed to its price rise. I note that during Patch 3 (July 24, 2013 – May 29, 2014), the price of the scrip of Kelvin had opened at ₹118.00 (July 24, 2013) and closed at ₹535.00 (May 29, 2014) spread over 205 trading days with a trading volume of 83,99,726 shares. Further analysis of the positive LTP contributing buy trades of the Group Entities during this patch revealed that the above mentioned 111 Group Entities had traded amongst themselves. These 111 Group Entities are also Noticees (Noticees no. 1-111) in the SCN before me for adjudication. Out of these 111 Noticees, Noticees no. 1 - 18 have acted as buyers and Noticees no. 19 to 111 have aided those buyers by selling the shares to them to increase the price of the scrip. The SCN alleges that these Noticees have together contributed ₹746.85 to the LTP of the scrip (37.77% of the market positive LTP) during Patch 3 of the investigation period. The details of the alleged trades executed by these 111 Noticees are provided in Table 6 of the SCN, which are again, based on the contents of the Annexure 3 to the SCN. For the purpose of easy understanding, the extract of the said Annexure – 3 of the SCN are summarised here-under:

Table 12: Extracts of trades by some of the Noticees during Patch 3 Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Cromake Viren 26/07/ 00:37:5 128. 1. 2 m 36 Shelters 5.50 4.47 0 9000 0 2013 5 50 Limited Limited Sonal Umang 08/08/ 00:02:5 138. 2. 11 Internati 20 Projects 3.00 2.22 0 14500 50500 2013 4 00 onal Ltd. Limited

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Cornhill 02/09/ Trading Ankit 00:05:1 155. 3. 10 85 1.50 0.98 0 2500 2500 2013 Company Agarwal 0 00 Pvt. Ltd. Do Max Babitaben 19/09/ 00:05:0 160. 4. 1 Steel 50 Mahendra 3.00 1.91 0 3000 2500 2013 1 00 Limited kumar Jain Sonal 25/09/ Vikas 00:02:0 160. 5. 11 Internati 65 2.00 1.27 0 800 5200 2013 Gupta 6 00 onal Ltd. Dukes Do Max 26/09/ Products 00:14:5 165. 6. 1 Steel 49 5.00 3.13 0 7000 2000 2013 India 6 00 Limited Limited Cromake Ankit 01/10/ 00:20:3 180. 7. 2 m 51 Mahendra 5.00 2.86 0 2900 2900 2013 9 00 Limited Jain HUF Stardom Dukes 03/10/ Trading Products 00:03:3 186. 8. 7 49 3.00 1.64 0 4000 7500 2013 Company India 2 00 Pvt. Ltd. Limited Sonal Namdeo 03/10/ 00:03:2 188. 9. 11 Internati 56 Kisan 2.00 1.08 -2 5000 4800 2013 7 00 onal Ltd. Tajane Cromake 07/10/ Kapilaben 00:05:4 202. 10. 2 m 81 7.50 3.85 0 3500 1500 2013 U Joshi 8 50 Limited Do Max Rakshaben 09/10/ 00:06:3 220. 11. 1 Steel 63 Arunbhai 10.00 4.76 -10 4000 9500 2013 0 00 Limited Makwana Sonal Champalal 09/10/ 00:02:2 220. 12. 11 Internati 25 Mohanlal 1.00 0.46 -2 3700 10000 2013 0 00 onal Ltd. Jain Sweetydev Sonal i 17/10/ 00:00:0 210. 13. 11 Internati 82 Hiteshku 2.00 0.96 0 1500 7000 2013 2 00 onal Ltd. mar Chopra Cornhill 18/10/ Trading Prakash 00:00:2 216. 14. 10 87 8.00 3.85 0 2000 2000 2013 Company Prajapati 5 00 Pvt. Ltd. Do Max Mohit 21/10/ 00:57:2 219. 15. 1 Steel 105 Rajkumar 0.10 0.05 0 45 4550 2013 3 90 Limited Kothari Sonal Sheetal 22/10/ 00:05:1 227. 16. 11 Internati 73 Shahsikant 7.70 3.51 0 200 1800 2013 4 00 onal Ltd. Mehta

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Cromake 23/10/ Shreya 00:01:4 230. 17. 2 m 109 15.00 6.98 0 400 2300 2013 Sanghvi X 5 00 Limited Stardom 23/10/ Trading Dinesh 00:10:5 227. 18. 7 89 0.10 0.04 0 60 300 2013 Company Mulji Patel 8 00 Pvt. Ltd. Do Max Mohit 24/10/ 00:05:1 237. 19. 1 Steel 105 Rajkumar 10.00 4.41 0 40 2600 2013 2 00 Limited Kothari Vidyadha Ramesh 28/10/ r 00:01:3 242. 20. 12 52 Chhallani 5.00 2.11 0 320 2700 2013 Ramnare 1 00 HUF sh Dubey Cromake Komilkum 01/11/ 04:25:4 259. 21. 2 m 101 ar Anilbhai 0.70 0.27 0 5000 2000 2013 0 70 Limited Chauhan Cornhill 13/11/ Trading Omprakas 00:00:2 260. 22. 10 70 22.55 9.50 0 5000 5000 2013 Company h Agarwal 4 00 Pvt. Ltd. Kirti 13/11/ Jaya Lalit 00:02:2 259. 23. 13 Kantilal 72 0.10 0.04 0 4000 50 2013 Shah 5 00 Mehta Jalpa Suraj 14/11/ 00:03:0 259. 24. 6 Mitesh 86 Prakash 0.10 0.04 0 300 3000 2013 2 00 Jani Bhalla Stardom Ruchit 14/11/ Trading 01:12:5 260. 25. 7 80 Hiralal 1.00 0.39 0 70 2370 2013 Company 6 00 Jain Pvt. Ltd. Kirti 18/11/ Omprakas 00:01:5 271. 26. 13 Kantilal 70 11.00 4.23 0 1100 7000 2013 h Agarwal 4 00 Mehta Fast Track Sonalben 18/11/ 00:35:1 271. 27. 15 Entertain 64 Vijaybhai 1.00 0.37 0 300 150 2013 5 00 ment Makwana Limited Novagol 19/11/ d Petro Omprakas 00:12:2 283. 28. 4 70 13.00 4.81 0 1750 17250 2013 Resource h Agarwal 6 00 s Ltd. Do Max Suraj 20/11/ 00:10:2 280. 29. 1 Steel 86 Prakash 4.90 1.78 0 300 3500 2013 1 00 Limited Bhalla

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Cornhill 20/11/ Trading Omprakas 00:01:1 285. 30. 10 70 5.00 1.79 0 800 6400 2013 Company h Agarwal 8 00 Pvt. Ltd.

Stardom Mukesh 21/11/ Trading 00:06:3 292. 31. 7 58 Nanubhai 2.00 0.69 0 1000 8500 2013 Company 8 00 Desai Pvt. Ltd. Novagol 21/11/ d Petro Omprakas 00:00:4 295. 32. 4 70 3.00 1.03 0 500 2000 2013 Resource h Agarwal 9 00 s Ltd. Cornhill Ramesh 22/11/ Trading 00:33:0 308. 33. 10 97 Morandma 0.50 0.16 0 310 1150 2013 Company 4 50 l Sadhwani Pvt. Ltd. Novagol Mukesh 22/11/ d Petro 01:07:0 308. 34. 4 58 Nanubhai 8.00 2.67 0 2000 13500 2013 Resource 5 00 Desai s Ltd. Fast Track Mahendra 22/11/ 00:28:1 308. 35. 15 Entertain 29 Dhanjibha 0.10 0.03 0 420 3500 2013 9 00 ment i Amin Limited Novagol Bhagwatila 25/11/ d Petro 00:02:5 322. 36. 4 98 l Bhuralaji 14.40 4.67 0 110 890 2013 Resource 4 90 Pagaria s Ltd. Jalpa Mukesh 25/11/ 01:00:5 323. 37. 6 Mitesh 58 Nanubhai 0.05 0.02 0 1649 18000 2013 2 50 Jani Desai Stardom Solex 25/11/ Trading Commerci 00:18:2 323. 38. 7 35 0.05 0.02 0 710 10000 2013 Company al Credit 9 50 Pvt. Ltd. Pvt. Ltd. Novagol Solex 26/11/ d Petro Commerci 00:03:3 335. 39. 4 35 10.00 3.08 0 6000 300 2013 Resource al Credit 8 00 s Ltd. Pvt. Ltd. Sonal Mukesh 26/11/ 00:43:1 329. 40. 11 Internati 58 Nanubhai 1.00 0.30 0 500 3000 2013 3 00 onal Ltd. Desai Do Max Jyoti 04/12/ 00:52:2 360. 41. 1 Steel 47 Dhirajlal 1.00 0.28 0 200 2900 2013 7 00 Limited Parekh Sonal Shivali 04/12/ 01:26:2 360. 42. 11 Internati 40 Dhirajlal 5.00 1.41 0 200 0 2013 3 00 onal Ltd. Parekh

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Fast Chandrika Track 04/12/ Dharmend 00:38:5 365. 43. 15 Entertain 30 5.00 1.39 0 100 2000 2013 ra 4 00 ment Sanghavi Limited Cornhill Sheetal S 05/12/ Trading 00:09:3 361. 44. 10 44 Mehta 0.10 0.03 0 3975 3900 2013 Company 3 00 HUF Pvt. Ltd. Do Max Mukesh 06/12/ 00:08:5 368. 45. 1 Steel 58 Nanubhai 3.00 0.82 0 200 1000 2013 8 00 Limited Desai Sonal Mahendra 09/12/ 00:00:3 385. 46. 11 Internati 29 Dhanjibha 5.00 1.32 0 300 2000 2013 9 00 onal Ltd. i Amin Madhube Sonalben 10/12/ 00:02:4 403. 47. 14 n Babulal 102 Dhirenku 18.50 4.81 0 70 0 2013 4 50 Modi mar Patel Novagol Rameshwa 11/12/ d Petro rlal 00:49:2 396. 48. 4 59 1.00 0.25 0 500 0 2013 Resource Gulabchan 4 00 s Ltd. d Kothari Mukesh 17/12/ IFSL 01:25:0 380. 49. 16 58 Nanubhai 1.00 0.26 0 3000 42000 2013 Limited 8 00 Desai Do Max Viren 18/12/ 00:01:0 390. 50. 1 Steel 36 Shelters 8.00 2.09 0 1000 3500 2013 0 00 Limited Limited Jalpa Yash 23/12/ 00:04:3 390. 51. 6 Mitesh 111 Parag 11.90 3.15 0 25 0 2013 8 00 Jani Shah Stardom Mukesh 23/12/ Trading 00:12:4 390. 52. 7 58 Nanubhai 0.25 0.06 0 922 5000 2013 Company 0 00 Desai Pvt. Ltd. 26/12/ IFSL Avinash 01:21:1 380. 53. 16 95 0.05 0.01 0 50 2300 2013 Limited Porwal 5 00 Do Max Mukesh 30/12/ 00:00:1 379. 54. 1 Steel 58 Nanubhai 1.90 0.50 0 4000 4000 2013 0 90 Limited Desai Dukes Do Max 07/01/ Products 00:00:0 350. 55. 1 Steel 49 11.00 3.24 0 5000 0 2014 India 3 00 Limited Limited Kirti 09/01/ Rushabh 03:01:5 325. 56. 13 Kantilal 108 1.00 0.31 0 3000 3000 2014 Vipul Shah 5 00 Mehta Cornhill Geeta 09/01/ Trading 00:01:5 340. 57. 10 99 Bharat 0.10 0.03 0 1905 2500 2014 Company 5 00 Sanghvi Pvt. Ltd.

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Dukes Do Max 10/01/ Products 00:00:0 340. 58. 1 Steel 49 15.00 4.62 0 10000 0 2014 India 8 00 Limited Limited Fast Track Jitendra C 16/01/ 00:00:0 350. 59. 15 Entertain 21 Janani 11.00 3.24 0 2500 0 2014 7 00 ment HUF Limited Maruti 24/01/ 00:04:2 324. 60. 9 Shankar 53 Atul Jain 17.60 5.73 0 1500 2200 2014 6 50 Gaude ACIL Geeta 24/01/ Cotton 00:05:5 338. 61. 5 99 Bharat 3.00 0.90 0 130 1295 2014 Industrie 6 00 Sanghvi s Limited Maruti Pallavi 30/01/ 00:10:0 360. 62. 9 Shankar 104 Milind 10.00 2.86 0 300 200 2014 5 00 Gaude Shirude Dukes Do Max 31/01/ Products 00:01:3 335. 63. 1 Steel 49 10.15 3.12 0 1200 10800 2014 India 9 00 Limited Limited Novagol Dukes 31/01/ d Petro Products 00:03:5 335. 64. 4 49 5.00 1.52 0 700 11300 2014 Resource India 0 00 s Ltd. Limited Zimig Dukes Trading 03/02/ Products 00:32:3 345. 65. 3 Company 49 17.20 5.25 0 400 400 2014 India 8 00 Private Limited Limited Zimig Trading 05/02/ Nitin 00:01:1 365. 66. 3 Company 92 4.00 1.11 0 1000 1700 2014 Kagzi 5 00 Private Limited Zimig Madhu Trading 06/02/ Karnesh 00:07:0 360. 67. 3 Company 110 0.10 0.03 0 3800 1000 2014 Shyamsuk 0 00 Private ha Limited Maruti 07/02/ Ravi 00:01:0 370. 68. 9 Shankar 57 0.45 0.12 0 500 3350 2014 Vajawat 9 20 Gaude Dukes Jalpa 10/02/ Products 00:01:3 360. 69. 6 Mitesh 49 9.30 2.65 0 3000 9000 2014 India 6 00 Jani Limited Maruti Ramesh 13/02/ 00:00:4 360. 70. 9 Shankar 9 Chhallani 0.10 0.03 0 500 1800 2014 3 10 Gaude HUF

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Vidyadha Laxmi 13/02/ r 00:00:1 358. 71. 12 67 Kanta 0.90 0.25 0 500 1500 2014 Ramnare 7 90 Tolsariya sh Dubey ACIL Dalmia 13/02/ Cotton 00:17:5 358. 72. 5 27 Pramod 1.00 0.28 0 500 0 2014 Industrie 4 00 Kumar s Limited Vidyadha Vandana 14/02/ r 00:00:3 349. 73. 12 77 Anilkumar 0.90 0.26 0 600 300 2014 Ramnare 8 90 Bhandari sh Dubey

Jalpa 14/02/ Prachi 00:00:0 356. 74. 6 Mitesh 94 6.00 1.71 0 4800 0 2014 Kagzi 4 00 Jani Suryama ngal Anand 17/02/ Media 00:04:2 365. 75. 8 62 Kumar 7.00 1.96 0 200 1000 2014 Entertain 1 00 Nahar ment Limited 17/02/ IFSL Prachi 00:10:3 365. 76. 16 94 0.10 0.03 0 2700 1800 2014 Limited Kagzi 9 00 Vidyadha Gopi 18/02/ r 00:00:0 354. 77. 12 46 Krishna 7.90 2.28 0 500 1500 2014 Ramnare 4 90 Manepally sh Dubey ACIL Anand 18/02/ Cotton 01:25:3 365. 78. 5 62 Kumar 11.00 3.11 0 750 750 2014 Industrie 2 00 Nahar s Limited Bharati Kirti 18/02/ Bharatkum 00:01:4 366. 79. 13 Kantilal 60 1.00 0.27 0 500 500 2014 ar 5 00 Mehta Upadhyay ACIL Anand 20/02/ Cotton 00:53:4 355. 80. 5 62 Kumar 2.75 0.78 0 250 500 2014 Industrie 8 00 Nahar s Limited Vidyadha Dhirajlal 21/02/ r 00:00:2 359. 81. 12 34 Jagjivanda 4.00 1.13 0 500 3300 2014 Ramnare 2 00 s Parekh sh Dubey

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Suryama ngal Praveench 21/02/ Media andra 00:12:4 365. 82. 8 42 5.00 1.39 0 500 2500 2014 Entertain Amichand 2 00 ment HUF Limited ACIL Kunal 21/02/ Cotton Prabhakar 00:09:1 365. 83. 5 90 10.00 2.82 0 1000 1300 2014 Industrie Deshmuk 6 00 s Limited h Vidyadha Kamalkish 25/02/ r 00:00:0 368. 84. 12 31 ore Karwa 6.00 1.66 0 500 1500 2014 Ramnare 7 00 HUF sh Dubey

Cromake Devibai 25/02/ 01:34:4 370. 85. 2 m 76 Bhawarlal 2.00 0.54 0 300 2000 2014 5 00 Limited Gandhi

ACIL Shardaben 25/02/ Cotton 00:00:3 380. 86. 5 54 Mohanbha 10.00 2.70 0 1000 1000 2014 Industrie 3 00 i Makwana s Limited

Do Max Vijaybhai 25/02/ 00:14:2 380. 87. 1 Steel 55 Mohanbha 1.00 0.26 0 1500 0 2014 2 00 Limited i Makwana Sonal Mahendra 25/02/ 00:22:0 380. 88. 11 Internati 29 Dhanjibha 0.10 0.03 0 200 3800 2014 6 00 onal Ltd. i Amin Bharati Sonal 25/02/ Bharatkum 00:25:2 382. 89. 11 Internati 2.00 0.53 0 200 10000 2014 ar 1 00 onal Ltd. Upadhyay Zimig Vimal Trading 26/02/ Kumar 02:46:0 392. 90. 3 Company 38 2.00 0.51 -1 200 1000 2014 Praveench 8 00 Private and HUF Limited Makwana Do Max 26/02/ Arunbhai 00:07:2 395. 91. 1 Steel 32 2.00 0.51 0 230 2000 2014 Mohanbha 5 00 Limited i HUF Maruti Srikant 28/02/ 00:01:3 405. 92. 9 Shankar 43 Karwa 10.55 2.67 0 800 1550 2014 5 00 Gaude HUF Do Max 28/02/ Avinash 00:00:1 408. 93. 1 Steel 95 12.00 3.03 0 1200 1200 2014 Porwal 9 00 Limited

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Zimig Trading Mahendra 03/03/ 00:08:1 418. 94. 3 Company 29 Dhanjibha 1.00 0.24 0 3000 0 2014 9 00 Private i Amin Limited Jalpa Mahendra 05/03/ 00:02:2 426. 95. 6 Mitesh 29 Dhanjibha 1.00 0.24 0 1000 3000 2014 4 00 Jani i Amin Bharati Cromake 07/03/ Bharatkum 01:56:5 441. 96. 2 m 60 11.00 2.56 0 300 1000 2014 ar 1 00 Limited Upadhyay Suryama ngal Mamta 07/03/ Media 00:53:3 440. 97. 8 83 Pravin 0.40 0.09 0 500 4500 2014 Entertain 6 00 Gandhi ment Limited Suryama ngal 07/03/ Media Avinash 00:49:1 442. 98. 8 95 2.00 0.45 0 160 1400 2014 Entertain Porwal 7 00 ment Limited ACIL 10/03/ Cotton Ramesh C 00:04:5 460. 99. 5 24 14.00 3.14 0 4300 700 2014 Industrie Janani 9 00 s Limited Vinod 11/03/ Shakuntala 00:00:5 450. 100. 17 Gajanan 84 12.95 2.96 0 200 0 2014 Karwa 7 00 Dhadave Do Max Mahendra 11/03/ 01:49:4 464. 101. 1 Steel 29 Dhanjibha 4.00 0.87 0 250 2750 2014 0 00 Limited i Amin Novagol Chhaya 12/03/ d Petro 00:29:5 469. 102. 4 69 Deepak 1.00 0.21 0 500 2000 2014 Resource 3 00 Thakker s Ltd. Do Max Porwal 12/03/ 00:09:1 469. 103. 1 Steel 66 Manish 9.00 1.96 0 45 1050 2014 1 00 Limited Kumar Zimig Trading Mahendra 13/03/ 00:07:1 474. 104. 3 Company 29 Dhanjibha 4.00 0.85 0 600 2000 2014 3 00 Private i Amin Limited Kirti 13/03/ Prakash 00:25:1 476. 105. 13 Kantilal 87 1.00 0.21 0 700 1300 2014 Prajapati 1 00 Mehta

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Vinod 14/03/ Sulochana 00:00:2 474. 106. 17 Gajanan 96 1.00 0.21 0 275 1725 2014 R Karwa 6 00 Dhadave Stardom Jain 18/03/ Trading 00:14:1 475. 107. 7 79 Dinesh 0.50 0.11 0 250 500 2014 Company 4 00 Kumar Pvt. Ltd. Suryama ngal Patel 19/03/ Media Ambalal 00:00:0 478. 108. 8 33 1.00 0.21 0 600 0 2014 Entertain Ranchhod 8 00 ment bhai HUF Limited Vinod Dhirajlal 19/03/ 00:00:1 476. 109. 17 Gajanan 34 Jagjivanda 0.50 0.11 0 250 2200 2014 9 50 Dhadave s Parekh Zimig Trading Vikas 20/03/ 00:59:0 480. 110. 3 Company 93 Kumar 3.50 0.73 0 250 1800 2014 3 00 Private Jain Limited Novagol Bharati 21/03/ d Petro Bharatkum 01:25:2 499. 111. 4 60 1.00 0.20 0 1000 1000 2014 Resource ar 1 00 s Ltd. Upadhyay Suryama ngal Rakeshku 22/03/ Media mar 00:06:5 513. 112. 8 88 23.00 4.69 0 700 600 2014 Entertain Narayanbh 0 00 ment ai Prajapati Limited Stardom Bharati 24/03/ Trading Bharatkum 00:34:2 520. 113. 7 60 5.00 0.97 0 660 3000 2014 Company ar 2 00 Pvt. Ltd. Upadhyay Bharati Jalpa 24/03/ Bharatkum 01:01:0 520. 114. 6 Mitesh 60 10.00 1.96 0 1000 4000 2014 ar 5 00 Jani Upadhyay Murali Vinod 24/03/ Krishna 00:00:1 512. 115. 17 Gajanan 45 0.50 0.10 0 350 1600 2014 Manepally 1 50 Dhadave HUF Vidyadha Murali 25/03/ r Krishna 00:00:0 511. 116. 12 45 0.50 0.10 0 350 630 2014 Ramnare Manepally 8 25 sh Dubey HUF

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Cornhill Bharati 25/03/ Trading Bharatkum 00:03:2 509. 117. 10 60 0.50 0.10 0 450 3950 2014 Company ar 0 00 Pvt. Ltd. Upadhyay

Maruti Ramesh 25/03/ 00:10:4 509. 118. 9 Shankar 52 Chhallani 0.55 0.11 0 500 100 2014 4 55 Gaude HUF Sarthak Cromake 27/03/ Sureshku 01:16:2 509. 119. 2 m 107 25.70 5.32 0 100 0 2014 mar 3 00 Limited Kothari Praveench Do Max and 28/03/ 02:38:4 510. 120. 1 Steel 68 Mahaveer 1.00 0.20 0 190 3600 2014 1 00 Limited Kumar Jain Vidyadha Abhaykum 28/03/ r ar 00:02:3 509. 121. 12 75 1.40 0.28 0 320 180 2014 Ramnare Parasmal 8 90 sh Dubey Bora Zimig Dukes Trading 02/04/ Consumer 05:14:5 485. 122. 3 Company 26 1.00 0.21 0 700 300 2014 Care 1 00 Private Limited Limited Stardom Krunal 03/04/ Trading 00:01:0 502. 123. 7 74 Ramesh 17.70 3.65 0 400 3000 2014 Company 5 00 Janani Pvt. Ltd. Heema Sanjay 04/04/ 01:21:2 507. 124. 18 Infocom 71 Madanlal 1.00 0.20 -1 50 3000 2014 0 00 Limited Sanghvi Sanjay 04/04/ IFSL 00:03:2 509. 125. 16 71 Madanlal 1.00 0.20 0 500 2000 2014 Limited 7 00 Sanghvi Zimig Dukes Trading 07/04/ Consumer 00:00:1 530. 126. 3 Company 26 21.00 4.13 0 500 8000 2014 Care 7 00 Private Limited Limited Seema 09/04/ IFSL 00:08:3 527. 127. 16 106 Haresh 12.00 2.33 0 5 995 2014 Limited 6 00 Shah Sanghvi 09/04/ IFSL Sanjay 00:22:2 528. 128. 16 28 1.50 0.28 0 700 1000 2014 Limited Madanlal 2 00 HUF

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Jalpa 10/04/ Balkishan 00:00:2 524. 129. 6 Mitesh 37 0.50 0.10 0 600 0 2014 Innani 4 50 Jani Stardom Chhaya 16/04/ Trading 00:47:3 517. 130. 7 Deepak 1.00 0.19 0 44 1686 2014 Company 0 00 Thakker Pvt. Ltd. Cromake Chhaya 21/04/ 03:05:3 515. 131. 2 m 69 Deepak 5.50 1.08 0 39 374 2014 7 50 Limited Thakker Stardom Inventure 08/05/ Trading 00:10:3 521. 132. 7 19 Finance 2.00 0.39 0 500 4450 2014 Company 0 00 Pvt. Ltd. Pvt. Ltd. Novagol Inventure 08/05/ d Petro 00:39:1 525. 133. 4 19 Finance 0.40 0.08 -1 510 500 2014 Resource 7 40 Pvt. Ltd. s Ltd. Do Max Inventure 08/05/ 00:39:3 525. 134. 1 Steel 19 Finance 0.10 0.02 -1 10 1500 2014 5 50 Limited Pvt. Ltd. Jalpa Inventure 12/05/ 00:03:1 520. 135. 6 Mitesh 19 Finance 1.00 0.19 0 1000 4400 2014 4 00 Jani Pvt. Ltd. ACIL Anup 12/05/ Cotton Prabhakar 00:30:2 521. 136. 5 100 1.50 0.29 0 200 300 2014 Industrie Deshmuk 3 00 s Limited h Mayuri Cromake 13/05/ Prabhakar 02:39:4 521. 137. 2 m 91 1.10 0.21 0 500 0 2014 Deshmuk 2 00 Limited h Stardom Inventure 13/05/ Trading 04:07:5 540. 138. 7 19 Finance 19.00 3.65 0 2000 2500 2014 Company 4 00 Pvt. Ltd. Pvt. Ltd. Kirti Inventure 13/05/ 04:37:0 540. 139. 13 Kantilal 19 Finance 10.00 1.89 0 400 3800 2014 9 00 Mehta Pvt. Ltd. Cromake 15/05/ 00:19:1 526. 140. 2 m 78 Pawan Jain 0.50 0.10 -1 2000 500 2014 6 00 Limited Cromake Vikas 16/05/ 00:22:4 535. 141. 2 m 48 Kumar 9.10 1.73 0 600 1400 2014 6 00 Limited Jain HUF Jalpa Nainesh 19/05/ 00:02:2 534. 142. 6 Mitesh 22 Gunvantla 6.00 1.14 -2 400 1500 2014 0 00 Jani l Jain

Buye Selle Tra r Buyer r Seller Time LTP LTP Price Quantity Batch de Trade Sl. No. Notic Noticee Notic Noticee Differ Differ Percen Differe Differen Date Pric Quantity ee Name ee Name ence ence tage nce ce e No. No. Jalpa Vaishali 19/05/ 00:04:5 536. 143. 6 Mitesh 39 Nainesh 2.00 0.37 0 200 1800 2014 0 00 Jani Jain ACIL Dinesh 20/05/ Cotton 00:15:2 530. 144. 5 41 Kumar 1.00 0.19 0 260 600 2014 Industrie 3 00 Jain HUF s Limited Hema Cromake 21/05/ Prabhakar 02:22:2 530. 145. 2 m 61 2.00 0.38 0 750 250 2014 Deshmuk 2 00 Limited h Jalpa 21/05/ 03:43:5 530. 146. 6 Mitesh 78 Pawan Jain 1.60 0.30 0 45 800 2014 0 00 Jani Jalpa Dhirajlal 23/05/ 00:00:1 530. 147. 6 Mitesh 34 Jagjivanda 2.00 0.38 0 200 250 2014 7 00 Jani s Parekh Jalpa Nainesh 23/05/ 04:57:4 532. 148. 6 Mitesh 22 Gunvantla 2.00 0.38 0 600 1000 2014 3 00 Jani l Jain Rakeshku Cromake 26/05/ mar 00:08:5 533. 149. 2 m 88 1.00 0.19 0 500 700 2014 Narayanbh 4 00 Limited ai Prajapati Stardom Rakeshku 26/05/ Trading mar 00:25:4 533. 150. 7 88 0.50 0.09 0 700 1350 2014 Company Narayanbh 9 00 Pvt. Ltd. ai Prajapati Suryama ngal Nainesh 27/05/ Media 00:02:3 532. 151. 8 22 Gunvantla 2.00 0.38 0 1250 0 2014 Entertain 9 00 l Jain ment Limited Karnesh Cromake 27/05/ Pannalal 02:38:4 533. 152. 2 m 103 1.00 0.19 0 900 0 2014 Shyamsuk 5 00 Limited ha Rakeshku Cromake 28/05/ mar 01:04:4 530. 153. 2 m 88 0.10 0.02 0 50 600 2014 Narayanbh 8 00 Limited ai Prajapati Zimig Trading 29/05/ Omprakas 00:08:0 534. 154. 3 Company 70 4.90 0.92 0 500 9500 2014 h Agarwal 6 90 Private Limited Do Max 29/05/ 03:35:1 535. 155. 1 Steel 78 Pawan Jain 0.10 0.02 0 100 900 2014 9 00 Limited

40. I can note from the table above that 155 trades executed amongst the 111 Noticees have been imputed as LTP contributing trades. Out of the 111 Noticees, Noticees no. 1 to 18 have acted as buyers while Noticees no. 19 to 111 have acted as counterparty sellers in the alleged manipulation of price of the scrip. The total contribution made the Noticees by way of trades amongst themselves was ₹746.85/- in 155 trades involving 202204 shares of Kelvin. A further analysis of these trades revealed that the time difference between the buy orders and sell orders ranged from mere 2 seconds to a bit more than 5 hours, but no difference in buy order limit price and sell order limit price was noticed. In an illiquid scrip like Kelvin, where straight jacket formula of precise and strict matching of price, time and quantity is not feasible to apply, such matching and concentrated trades by a select group of connected entities cannot be a mere coincidence or business decisions simpliciter as the Noticees have tried to project. In the instant matter, it has already been pointed out that the Noticees mentioned in the Table above are connected to each other on the basis of KYC, fund transactions, common directors, common addresses, common email addresses etc. Further, as shown above, these Noticee have together contributed ₹746.85/- to the net LTP of the scrip.

The alibi taken by the Noticees that the LTP contributed by them is miniscule, is at best fraught with vagueness. It is true that in some cases the individual LTP contribution of a particular Noticee has been found to be miniscule. However, the instant case is not such that each of the Noticees had been acting in isolation instead, the Noticees have apparently traded as a cohesive group with a pre-determined mindset to manipulate the price of the scrip by cumulatively contributing to the LTP of the scrip over a long period of time, in which case, the quantum of each individual contribution to the LTP of the scrip, be it small or big, holds significance. The records before me clearly bear that these Noticees were connected to each other by way of common addresses, common email addresses, some fund transactions, common directors, etc. Where such direct and evidently crucial connection is found to be existent amongst the Noticees who have traded in similar fashion consistently to increase the LTP, the contribution of each participant in such trade, howsoever miniscule purportedly in quantity it may be, cannot be ignored.

It is relevant to mention here the observations of the Hon’ble Tribunal in the matter of Hemant Sheth & Ors vs SEBI (Appeal No. 205 of 2019 – Date of Decision March 04, 2020), as reproduced herein below:

“In a scheme of manipulative and unfair trading it is not necessary that every participant should be indulging in every type of trading violation or even in the same / similar magnitude. Once they are found to be part of a group trying to manipulate the volume or price of the scrip they became party to the violation. Hair splitting arguments that some traded more than others or on more days or some indulged in synchronized reversal and self trade while others did only one of those types do not cast away their violations.”

41. In fact, the allegation of substantial LTP contribution by the Noticees assumes all the more gravity when analysed in the context of NHP contribution by these Noticees. As can be seen from the SCN, during Patch 3, the price of the scrip moved from ₹118 to ₹535 (i.e., an increase of ₹417). The details of NHP (New High Price) contribution by 21 of the Group Entities as buyers, who had traded in the scrip and their contribution in the new high price established during the investigation period is given in Table 7 of the SCN. It is further revealed that these Group Entities had contributed ₹332.60 to the new high price (78.79% of total market NHP) in 67 trades with 42 counterparties to their trades. Of these 21 Group Entities, 16 are Noticees in the SCN in the instant proceedings before me. The trading details of these 16 Noticees are given in the table below:

Table 13: Extracts of trades by the Noticees during Patch 3 w.r.t. NHP No. % of Noti Qty in of Sl. NHP total cee Noticee Name NHP NHP No. (₹) mkt No. Trades Trade NHP s 1. 1 Do Max Steel Limited 24540 7 52.6 12.46 2. 2 Cromakem Limited 28700 8 38.9 9.21 3. 3 Zimig Trading Company Private Limited 1100 2 12 2.84

4. 4 Novagold Petro Resources Ltd 8630 6 34.5 8.18 5. 6 Jalpa Mitesh Jani 450 1 5 1.18 6. 7 Stardom Trading Company Pvt. Ltd 7560 4 19.5 4.61 Suryamangal Media Entertainment 7. 8 1420 4 19 4.51 Limited 8. 10 Cornhill Trading Company Pvt. Ltd 5310 2 6.5 1.54 9. 11 Sonal International Ltd 28325 6 34.1 8.07 10. 12 Vidyadhar Ramnaresh Dubey 320 1 5 1.18 11. 13 Kirti Kantilal Mehta 1550 3 7 1.66 12. 14 Madhuben Babulal Modi 70 1 17.5 4.15 13. 15 Fast Track Entertainment Limited 12100 3 11 2.6 14. 114 Sapan Chemicals Limited 11150 8 40.5 9.6 15. 115 Jayshree Shankar Bhosle 8050 2 8 1.9 16. 116 Rupesh Balkrishna Bhoir 2500 2 6 1.42 Total 141775 60 317.1 75.11

42. It is evident from the table above that 16 Noticees, viz., Noticees no. 1, 2, 3, 4, 6, 7, 8. 10. 11, 12, 13, 14, 15, 114, 115 and 116 together had traded 141775 shares of Kelvin in 60 trades wherein cumulative NHP of ₹317.1 was contributed. This NHP by the 16 aforementioned Noticees amounts to 75.11% of the total NHP contribution during the relevant period. Further, when the NHP trades of said 21 Group Entities are analysed, it is observed that 43 Group Entities had indulged in trades amongst themselves contributing to the NHP. The trade details of these Noticees, as buyers and as sellers, are presented in two separate tables herein below:

Table 14: Extracts of trades by the Noticees during Patch 3 w.r.t. to NHP from buy side NHP LTP as buyer No. Noti % of Sl. with of cee Noticee Name Qty Mkt No. group Trad No. NHP entities (in es ₹) 1. 1 Do Max Steel Limited 24.5 4 14040 5.81 2. 2 Cromakem Limited 20.9 5 16100 4.95 3. 3 Zimig Trading Company Private Limited 12 2 1100 2.84 4. 4 Nova Gold Petro Resources Limited 31.9 3 8110 7.56 5. 7 Stardom Trading Company Pvt. Ltd. 17 3 6660 4.03 Suryamangal Media Entertainment 6. 8 14 2 860 3.32 Limited 7. 10 Cornhill Trading Company Pvt. Ltd. 0.5 1 310 0.12 8. 11 Sonal International Ltd. 5 2 19500 1.18 9. 12 Vidyadhar Ramnaresh Dubey 5 1 320 1.18 10. 13 Kirti Kantilal Mehta 1 1 700 0.24 11. 14 Madhuben Babulal Modi 17.5 1 70 4.15 12. 15 Fast Track Entertainment Limited 5 1 100 1.18 13. 114 Sapan Chemicals Limited 8 4 4200 1.9 14. 115 Jayshree Shankar Bhosle 8 2 8050 1.9 15. 116 Rupesh Balkrishna Bhoir 5 1 2000 1.18 Total 175.3 33 82120 41.54

43. As is seen from the Table above, 15 of the aforesaid 16 Noticees, viz., Noticees no. 1, 2, 3, 4, 7, 8, 10, 11, 12, 13, 14, 15, 11, 115 and 116 have as buyers cumulatively contributed ₹175.3 as NHP in 33 trades with the Group Entities wherein 82120 shares of Kelvin were traded. This constituted 41.54% of the total market NHP. Similarly, some of the Noticees had contributed to NHP as sellers. The details of trades of these Noticees as sellers are given below:

Table 15: Extracts of trades by the Noticees during Patch 3 w.r.t. to NHP from sell side NHP LTP No. Noti as seller % of of Sl. No. cee Noticee Name with group Qty Mkt Trad No. entities (in NHP es ₹) 1. 19 Inventure Finance Pvt. Ltd. 9 1 2000 2.13 2. 20 Umang Projects Limited 3 1 14500 0.71 3. 26 Dukes Consumer Care Limited 10 1 500 2.37 4. 29 Mahendra Dhanjibhai Amin 6 3 3600 1.42 5. 30 Chandrika Dharmendra Sanghavi 5 1 100 1.18 6. 35 Solex Commercial Credit Pvt. Ltd. 10 1 6000 2.37 7. 36 Viren Shelters Limited 5.5 1 9000 1.3 8. 49 Dukes Products India Limited 8 2 11000 1.9 9. 50 Babitaben Mahendrakumar Jain 2.5 1 3000 0.59 10. 51 Ankit Mahendra Jain HUF 4.9 1 2900 1.16 11. 52 Ramesh Chhallani HUF 5 1 320 1.18 12. 56 Namdeo Kisan Tajane 2 1 5000 0.47 13. 58 Mukesh Nanubhai Desai 8 1 2000 1.9 14. 60 Bharati Bharatkumar Upadhyay 6 2 960 1.42 15. 63 Rakshaben Arunbhai Makwana 10 1 4000 2.37 16. 81 Kapilaben U Joshi 7.5 1 3500 1.78 17. 87 Prakash Prajapati 1 1 700 0.24 18. 88 Rakeshkumar Narayanbhai Prajapati 13 1 700 3.08 19. 95 Avinash Porwal 4 2 1210 0.95 20. 97 Ramesh Morandmal Sadhwani 0.5 1 310 0.12 21. 98 Bhagwatilal Bhuralaji Pagaria 13.9 1 110 3.29 22. 102 Sonalben Dhirenkumar Patel 17.5 1 70 4.15 23. 105 Mohit Rajkumar Kothari 7 1 40 1.66 24. 109 Shreya Sanghvi X 2 1 400 0.47 Total 161.3 29 71920 38.21

44. As may be seen from the Table above, 24 of the Noticees, viz., Noticees no. 19, 20, 26, 29, 30, 35, 36, 49, 50, 51, 52, 56, 58, 60, 63, 81, 87, 88, 95, 97, 98, 102, 105 and 109 have as sellers, cumulatively contributed ₹161.3 as NHP in 29 trades with the 15 of the Noticees, viz., 1, 2, 3, 4, 7, 8, 10, 11, 12, 13, 14, 15, 11, 115 and 116 wherein 71920 shares of Kelvin were traded. This constituted 38.21% of the total market NHP.

45. Thus, a combined reading of Tables 13, 14 and 15 reveals that 16 Noticees, viz., Noticees no. 1, 2, 3, 4, 6, 7, 8. 10. 11, 12, 13, 14, 15, 114, 115 and 116 have together traded 141775 shares of Kelvin in 60 trades wherein cumulative NHP of ₹317.1 was contributed. Of these, 15 of the Noticees, viz., Noticees no. 1, 2, 3, 4, 7, 8, 10, 11, 12, 13, 14, 15, 11, 115 and 116 have as buyers cumulatively contributed ₹175.3 as NHP in 33 trades with the Group Entities wherein 82120 shares of Kelvin were traded and 24 of the Noticees, viz., Noticees no. 19, 20, 26, 29, 30, 35, 36, 49, 50, 51, 52, 56, 58, 60, 63, 81, 87, 88, 95, 97, 98, 102, 105 and 109 have as sellers cumulatively contributed ₹161.3 as NHP in 29 trades with the 15 of the Noticees, viz., 1, 2, 3, 4, 7, 8, 10, 11, 12, 13, 14, 15, 11, 115 and 116 wherein 71920 shares of Kelvin were traded.

46. Before I proceed any further, it is relevant here to revisit the significance and inter-relationship between LTP, NHP and closing price in trading of an illiquid scrip like Kelvin as in the instant case. LTP or the Last Traded Price, as the name suggests, stands for the price of a stock on which the last transaction or trade has occurred. It is a reliable metric to assess the value of the stock at any point of trading hours and to ascertain how the prices have fluctuated in the past. The LTP always moves with every successful trade. LTP is generally used to derive the value at which a stock is perceived, and to estimate the possible range of market prices of a stock based on its past trading history. Another thing to note is that LTP can only be determined if an actual transaction happens. It is merely subjective to the last price at which investors exchanged stocks. In conclusion, LTP plays significant role in prediction of stock price movement and determination of the appropriate ask/bid price. New High Price or NHP is the highest price of a particular share that has earlier been not achieved.

This may be achieved as an outcome of sustained LTP contributing trades executed by the traders either as a function of demand–supply forces or deliberately to inflate price of a scrip. Closing price of the day is the weighted average price of the last 15 minutes of trading, whereas the LTP of the day is the actual last traded price. As regards the liquidity of a scrip, the same is dependent on the trading volume of the scrip meaning thereby, the number of shares being bought and sold, serves as a valuable metric in determining the liquidity of a scrip which plays a crucial role in estimating how close to the current trading price, the bid and ask prices should be, so as to become the LTP. If the trading volume of a stock is higher it will enhance the liquidity of the scrip facilitating easy entry and exits by the traders as a consequence of which, it may not be easy for any traders to deliberately match their orders so as to adversely influence or move the price of a scrip to their adavantage, while the same is easy to achieve in a relatively illiquid scrip like Kelvin. As can be seen, there is a constant interplay between the closing price, LTP and NHP.

If LTP of a scrip is consistently high, it may lead to establishment of NHPs which in turn, is likely to push the closing price of the said scrip northwards thereby infating the market price of the scrip over a period of time. In the instant case, it is observed that the scrip witnessed sustained increase of market price over a period of time due to consistent contribution to the LTPs and repeated creation of NHPs by the trading acts of the Noticees.

47. It is relevant here to iterate the system of circuit breaker that SEBI has prescribed as a measure to stem the steep fall or a sharp rise in the price of a security / stock or the index as a whole. It is a common knowledge that the system of circuit breaker applies at three stages of the index movement, either way, at 10 per cent, 15 per cent and 20 per cent. These breakers, when triggered, bring about a coordinated trading halt in all equity and equity derivative markets. In case of illiquid securities as a price containment measure, the circuit filters, according to BSE, are reduced to 10 per cent or 5 per cent or 2 per cent as the case may be, based on the criteria decided by its Surveillance Department. In this scenario, the closing price and the consistently increasing LTP assumes special significance. If LTP and the closing price of an illiquid stock like Kelvin is high or steadily increasing, then the opening price on the subsequent day would be high as well, although within the prescribed price bands upto 10% either way. The modus operandi of the Noticees to consistently increase the price of an illiquid scrip like Kelvin by increase of LTP, NHP and closing price is no different from the ones adopted in other similar cases where such modus operandi is followed to artificially generate of Long Term Capital Gains [LTCG] in illiquid scrips. In the present case too, similar modus operandi has been adopted by the Noticees by contributing ₹746.85 to the LTP (37.77% of the market positive LTP) of the scrip wherein, the Noticees no. 1 to 18 have acted as buyers and another group of Noticees no. 19 to 111 have aided those buyers in contributing to the LTP of the scrip by selling the shares of Kelvin in a manner only to increase the price of the scrip during Patch 3. It is also seen that apart from the above 18 Noticees, i.e., Noticees no. 1 to 18, who traded as buyers, the Noticees no. 114, 115 and 116 have also acted as buyers and were found to have played their role in establishing NHP of ₹21/- in the scrip through cumulative purchase of 14250 shares of Kelvin in 7 trades. These three Noticees have in the process cumulatively traded 726857 shares of the Company for an amount of ₹191015567/-.

48. I note that some of the Noticees have contended in their submissions that they had also participated in trades which had no LTP impact or zero LTP impact and such trades have not been taken into consideration while imputing the allegation of manipulative trades against them. In this regard, I note that Table 5 of the SCN contains detail of trades executed by some of the Noticees and the said extracts contain various details including Net LTP, Positive LTP and Negative LTP. However, those trades are not relevant to the instant case. The contention of the Noticees that their trades had also resulted in change in beneficial ownership aand hence should be considered as genuine trades, is also not relevant since there is no such allegation in the SCN. Some of the Noticees have argued that the sell orders were already available in the system when they placed their buy orders. I note that none of these submissions by the Noticees provides any explanation regarding their pecuiliar pattern of trading followed by them as discussed in the earlier parts of this Order. I note that though the trades executed by the Noticees may have been on the basis of best available counter sell orders, but the notable fact is that the Noticees chose to place buy orders above LTP in small quantities consistently despite the presence of large sell orders in the system and the Noticees have continued this pattern of buying/selling shares of Kelvin on several days, as can be inferred from Table 12 above.

49. It is noticed that in some instances, as can be seen from Table 12 above, some of the Noticees (i.e., Noticees 1 to 18) had placed buy orders in small quantities by either matching with or placing slightly higher than sell order prices (which were already above LTP at the time the buy orders were placed) and in other instances by placing buy orders at prices above the LTP which were subsequently matched by sell orders, thereby contributing to significant positive LTP of the scrip. It is clearly discernible that had the Noticees not executed their buy trade on each day, the sell orders existing in the system would not have been matched and lapsed automatically and consequently, there would have been no LTP contribution and no artificial price rise in the scrip. Even if the sell orders are available/pending in the system at a price higher than the LTP, it is highly unlikely and illogical that buy traders will put in buy orders offering a purchase rate higher than the LTP for a small quantity of shares only to match the sell orders so much so to let their buy trades resulting a cumulative price impact of ₹746.85 worth of LTP contribution (approximately 37.77% of total market positive LTP) in the Patch 3. I note that none of the Noticees has provided any rationale or plausible explanation for such trades except for stating that they were limit orders placed by them in the ordinary course of business, or these are only singular trades, etc. I find it relevant to mention that limit orders are with respect to price of the scrip but in the instant case the conclusion regarding the manipulative trading is not only drawn from the price alone but from the pattern of trading, i.e., placing buy orders for very small quantities at prices above LTP for 205 trading days in an illiquid scrip like Kelvin. Further, connection amongst the counterparties also cannot be ignored. Since these Noticees have failed to provide any rationale for this pattern of trading, I am not inclined to accept their contentions and find that such buy orders were placed to influence the price of the scrip of Kelvin.

50. Some of the Noticees have contended that they have not earned any profit from the trades and are still owning a good part of their shareholding in Kelvin. I note that allegation of profit earning has not been attributed in the SCN. Though profit earning is an important motive for undertaking the trades, however, it is not the sole criterion to determine whether the trades executed are manipulative or not, which has to be determined by taking into account the attending facts and circumstances of the case. I find that trading at LTP variation and trading amongst themselves is not per se illegal, but considering the relationship between these Noticees, their trading activity need to be viewed in totality. The discussion in the foregoing paragraphs clearly indicate that there are sufficient facts and circumstances to establish that the trades executed by the Noticees were not fair and transparent. The upward movement of price of the scrip and contribution to LTP through the alleged trades executed amongst connected entities clearly exhibit that the alleged trades have been manipulative in nature. In view of the discussion above, I conclude that the Noticees no. 1 to 18 were not acting as genuine buyers while dealing with Noticees no. 19 to 111 who were connected to them and that the intent of these Noticees was to mark the price higher through their repeated trades and not merely to enter into the buy transactions as genuine investors in due course of investment activities. In view of the significant positive LTP contribution made by these Noticees by trading amongst themselves, I do not have any hesitation in holding that Noticees 1 to 111 had indulged in trades that manipulated the price of the scrip by contributing to the price rise and have, therefore, violated regulations 3(a), (b), (c), (d) and regulations 4(1), 4(2) (a), (e) of the PFUTP Regulations, 2003.

51. Having dealt with the replies/submissions of the Noticees on merit on the basis of the factual details of the case, I now proceed to deal with the legal submissions of the Noticees. In their submissions, some of the Noticees have relied upon the judgments of the Hon’ble Supreme Court and aloso of the Ld. Tribunal in various matters. I have perused those orders/judgments cited by the Noticees in their defense. Before I proceed to deal with those orders/judgments, I find it apt and worthwhile to highlight the legislative intent behind the enactment of the provisions the SEBI Act, 1992 and the Regulations made thereunder with regard to manipulative trades in the securities market. It is a public knowledge that the Joint Parliamentary Committee setup to investigate into the stock market scam of 2001 had stated in its report that the foremost duty of SEBI is to ensure safety and integrity of the market which is a pre-requisite for protection of the interests of investors in securities. The report also noted that it is SEBI’s primary job to ferret out irregularities like price rigging and defuse them before they blow up.

When the SEBI Act was enacted in 1992, section 11(2)(e) was the principal provision prohibiting any fraudulent transactions in securities. Section 12A of the SEBI Act, 1992, which is now the mainstay of anti-manipulation measures of SEBI, was inserted vide an amendment in 2002 pursuant to the recommendations of the JPC Report of 2001. Thereafter, the regulatory architecture dealing with market manipulation was overhauled by notifying the PFUTP Regulations, 2003. The importance of curbing manipulative practices in the securities market has been stressed upon by no less than Hon’ble Supreme Court while delivering its judgments in various matters. The Hon’ble Supreme Court in the matter of N. Narayanan v. SEBI [(2013) 12 SCC 152] have observed that “if market abuse is not properly curbed, then it would result in defeating the very object and purpose of SEBI Act. …..Prevention of market abuse and preservation of market integrity is the hallmark of Securities Law.” The Hon’ble Supreme Court have also relied upon and quoted from Palmer’s Company Law stating that “Market manipulation is normally regarded as the “unwarranted” interference in the operation of ordinary market forces of supply and demand and thus undermines the “integrity” and efficiency of the market.” The Hon’ble Supreme Court have also observed that “Section 12A read with Regulations 3 and 4 of the Regulations 2003 essentially intended to preserve ‘market integrity’ and to prevent ‘Market abuse’.”

52. Similarly, in another judgment in the matter of Kishore Ajmera v. SEBI [AIR2016SC1079], the Hon’ble Supreme Court have held that Investors' confidence in the Capital/Securities Market is a reflection of the effectiveness of the regulatory mechanism in force. All such measures are intended to pre-empt manipulative trading and check all kinds of impermissible conduct in order to boost the investors' confidence in the Capital market. The primary purpose of the statutory enactments is to provide an environment conducive to increased participation and investment in the securities market which is vital to the growth and development of the economy.” Recently, in the matter of Rakhi Trading v. SEBI [(2018)13SCC753], the Apex Court have held that “The smooth operation of the securities market and its healthy growth and development depends upon large extent on the quality and integrity of the market. Unfair trade practices affect the integrity and efficiency of the securities market and the confidence of the investors.” It is relevant to note that in this case, the Hon’ble Supreme Court have specifically held that it is not necessary that there could be a violation of the PFUTP Regulations, 2003 only if there is a direct market impact on account of sham transactions.

On the other hand, the apex court recognised that there may be indirect factors that may also affect the market integrity. The Hon’ble Supreme Court interpreted regulation 4(2) of the PFUTP Regulations and have stated that “.. dealing in securities shall be deemed to be fraudulent if the trader indulges in an act which creates a false or misleading appearance of trading in the securities market. It is a deeming provision. Such trading also involves an act amounting to manipulation of the price of the security in the sense that the price has been artificially and apparently prefixed. The price does not at all reflect the value of the underlying asset. It is also a transaction in securities entered into without any intention of performing it and without any intention of effecting a change of ownership of such securities, ownership being understood in the limited sense of the rights in the contract. ….. The stock market is not a platform for any fraudulent or unfair trade practice. The field is open to all the investors. By synchronization and rapid reverse trade, as has been carried out by the traders in the instant case, the price discovery system itself is affected.

Except the parties who have pre-fixed the price nobody is in the position to participate in the trade. It also has an adverse impact on the fairness, integrity and transparency of the stock market.” With the aforesaid observations, the Supreme Court have overturned the Tribunal’s view in the following words: “According to SAT, only if there is market impact on account of sham transactions, could there be violation of the PFUTP Regulations. We find it extremely difficult to agree with the proposition. As already noted above, SAT has missed the crucial factors affecting the market integrity, which may be direct or indirect.”

53. It is no body’s guess that the object of enactment of any anti-manipulation legislation is to curb activities that distort market efficiency, to preserve market integrity and to prevent market abuse. The jurisprudence that has evolved in this field over the years now recognises that trades that may have an indirect impact on the fair price discovery system would fall within the scope of the prohibition under the Regulations, even though there may not be direct factors to show such manipulation. The Hon’ble Supreme Court in Rakhi Trading (Supra) have held that “Whether a transaction has been executed with the intention to manipulate the market or defeat its mechanism will depend upon the intention of the parties which could be inferred from the attending circumstances because direct evidence in such cases may not be available. The nature of the transaction executed, the frequency with which such transactions are undertaken, the value of the transactions, whether they involve circular trading and whether there is real change of beneficial ownership, the conditions then prevailing in the market are some of the factors which go to show the intention of the parties.

This list of factors, in the very nature of things, cannot be exhaustive. Any one factor may or may not be decisive and it is from the cumulative effect of these that an inference will have to be drawn.” (Emphasis Supplied) From the facts before us, it is clear that the traders in question did not intend to transfer beneficial ownership and therefore these trades are non genuine. Rather than allowing the market forces to operate in their natural course, the traders repeatedly carried out the impugned transactions which deprived other market players from full participation. The repeated reversals and predetermined arrangement to book profits and losses respectively, made it clear that the parties were not trading in the normal sense and ordinary course. Resultantly, there has clearly been a restriction on the free and fair operation of market forces in the instant case.” 54. Similarly, in Securities and Exchange Board of India and Ors. v. Kanaiyalal Baldevbhai Patel and Ors., the Hon’ble Supreme Court have held that a trade practice is unfair if the conduct undermines the ethical standards and good faith dealings between the parties engaged in business transactions.

The relevant part of the judgment is reproduced herein below: “31. Although unfair trade practice has not been defined under the regulation, various other legislations in India have defined the concept of unfair trade practice in different contexts. A clear-cut generalized definition of the ‘unfair trade practice’ may not be possible to be culled out from the aforesaid definitions. Broadly trade practice is unfair if the conduct undermines the ethical standards and good faith dealings between parties engaged in business transactions. It is to be noted that unfair trade practices are not subject to a single definition; rather it requires adjudication on case to case basis. Whether an act or practice is unfair is to be determined by all the facts and circumstances surrounding the transaction. In the context of this regulation a trade practice may be unfair, if the conduct undermines the good faith dealings involved in the transaction. Moreover, the concept of ‘unfairness’ appears to be broader than and includes the concept of ‘deception’ or ‘fraud’.

………………… ………………… 60. Coupled with the above is the fact that the said conduct can also be construed to be an act of unfair trade practice, which though not a defined expression, has to be understood comprehensively to include any act beyond a fair conduct of business including the business in sale and purchase of securities. However, the said question, as suggested by my learned Brother, Ramana, J. is being kept open for a decision in a more appropriate occasion as the resolution required presently can be made irrespective of a decision on the said question.” 55. To summarise, the Hon’ble Supreme Court have held that both direct and indirect impact of transactions on the market have to be considered. Further, the Hon’ble Supreme Court have also held that synchronised trades or trades below prevailing market price may have an impact on the price discovery system affecting the fairness, integrity and transparency of the stock markets and such transactions would get covered under the definition of ‘fraud’ as defined under the PFUTP Regulations, 2003. These judgments of the Hon’ble Supreme Court have lent credence to the principles that transactions on the exchange platform that may otherwise appear to be legitimate need not necessarily be legal if there is an intention to manipulate the market and such an intention can be gathered from the facts and circumstances in the instant case.

56. As noted in the preceding paragraphs, both the Hon’ble Supreme Court and Ld. Tribunal have held that even legitimate transactions entered into with a view to manipulate the markets would attract the provisions of the PFUTP Regulations, 2003. The established jurisprudence is that any deliberate attempt to interfere with the free and fair operation of the market and create artificial, false or misleading appearances with respect to the price of security would be considered as a manipulative, unfair and fraudulent trade practise as defined under the PFUTP Regulations, 2003. 57. I note that some of the Noticees have relied upon the observations of the Ld. Tribunal in the matter of M/s Nishith M. Shah v. SEBI (Appeal No. 97 of 2019 decided on January 16, 2020). The Ld. Tribunal had held in the said matter that “in the absence of any finding of collusion between the buyer and the seller the charge contributing to the LTP cannot be sustained.” While arriving at the said conclusion, the Tribunal had also relied on its earlier decisions in the matter of Jagruti Securities Limited vs SEBI (Appeal No. 102 of 2006 decided on October 27, 2008) and Vikas Ganeshmal Bengani vs Whole Time Member, SEBI (Appeal No. 225 of 2009 decided on February 25, 2010).

58. It is also to be noted that the Ld. Tribunal have discussed various aspects of manipulative trades in their several earlier orders and in the process, have laid down certain principles for determining whether an impugned trade is a manipulative trade or not. Some of the cases and their findings are enumerated herein below: (a) It is also worthwhile to note that the Hon’ble Tribunal has in the matters of KNC Shares & Securities Pvt. Ltd. v. SEBI (Appeal No. 39 of 2009 decided on September 07, 2010) and Shailesh Jain v. SEBI (Appeal No. 15 of 2012 decided on May 01, 2012) have held that a charge of unilateral price manipulation by placing orders above the last traded price can be sustained if there is material to show that such trades were placed when sell orders for a lower price was available in the system. (b) In the matter of Systematix Shares & Stocks (India) Limited (Appeal No. 21 of 2012 decided on April 23, 2012) it was held by the Ld. Tribunal that “Obviously, an attempt was made to inflate the share price by trading in single shares above the last traded price over a period of time.

The adjudicating officer found that during the investigation period there was more buying interest in the scrip than that of selling which is revealed through the quantum of buy and sell orders. He has established that the trading in minimum number of shares per day was for the purpose of setting a new high price so that it would serve as the opening price in the next day and the process continued over a period of time.” In this matter, a similar charge was upheld when it could be shown that appellant in the matter was trading in small quantities even when there was substantial buying interest in the scrip and the sole motivation for resorting to such a practise was to manipulate the price of the scrip. (c) In Saumil Bhavnagari v. SEBI (Appeal No. 28 of 2014 decided on March 21, 2014) it was held that “From the nature of the trading, it is clear that the appellant has sought to create a misleading impression that a large number of persons were trading in the scrip. This lends support to the finding of the adjudicating officer in paragraph 20 of the impugned order. “… but by purchasing shares at the higher price in LTP in most of the trades, the noticee had given a wrong impression about the liquidity of the scrip in the market.

It must not be forgotten that every trade establishes the price of the scrip and the noticee’s trading at higher than LTP resulted in the price of the scrip going up and were done with a view to set the price at a desired level and thereby influencing the innocent/gullible investors. By purchasing at a higher price in most of his trades, the noticee had given the wrong impression about the price of the scrip in the market. ……………….. ……………….

12. It is an accepted state of affairs that in cases of manipulation of the volume and / or price of a particular scrip, it is usually an arduous task to obtain direct evidence. However, the analysis of the trade and order logs as undertaken hereinabove, establishes the malafide intention of the appellant.” The Ld. Tribunal here had observed that in those cases where the malafide intention of the trades executed could be shown, a charge of unilateral price manipulation could be sustained. (d) In Shri Lakhi Prasad Kheradi v. SEBI (Appeal No 232 of 2017 decided on June 21, 2018), the Hon’ble Tribunal has held that “Facts recorded in paras 15 to 17 of the impugned order clearly establish that the trades executed by the appellant had the effect of net positive LTP of Rs. 85.35. Very fact that the appellant had indulged in self trades/ LTP/ NHP without giving any justifiable reason, clearly justifies the inference drawn by the AO that the trades executed by the appellant were manipulative trades.” (e) In the case of Mrs Kalpana Dharmesh Chheda v. SEBI (Appeal No. 454 of 2019 decided on February 25, 2020) it was held by the Ld. Tribunal that “looking at the pattern of trading done by the appellants and the fact that the appellants have derived considerable financial benefit through that particular scheme or nature of trading we are of the view that the trading pattern adopted by the appellants is of a manipulative and unfair nature and would squarely fall within the ambit of the PFUTP Regulations. The pattern of trade clearly establishes this as it is on 49 occasions that the appellants sold 1 to 5 shares, mostly one share, when in fact the buy orders available in the system was much higher. This behavior cannot be justified in terms of normal rational expectations of a seller.”

59. Thus, to sum up, the Ld. Tribunal have, through various judgments passed in the past, have observed that a charge of unilateral price manipulation, without establishing collusion between buyer and seller, could attract the provisions of the PFUTP Regulations, 2003, if any one of the following is established - (1) Malafide intention that can be established through an analysis of the trade and order log. (2) In cases where no justifiable reasons have been provided for entering into such transactions in terms of normal rational expectations of a seller. (3) Evidence on record show that such trades were placed when sell orders for a lower price was available in the system. 60. The decisions of the Hon’ble Supreme Court and Ld. Tribunal cited by the Noticees no doubt stress that inferences to be made from evidences and circumstances must be carefully distinguished from surmises and conjectures. It is also a matter of fact that the same decisions of the Hon’ble Supreme Court and the Ld. Tribunal also have emphasised that an inference can be drawn when there are objective facts, direct or circumstantial, from which other facts sought to be established can be inferred.

The standard of proof here, is not required to be a proof beyond reasonable doubt but the preponderance of probabilities tending to draw an inference that the fact must be more probable. In my view, the standard of proof cannot be put in a straight-jacket formula. The probability value of a fact could be very well gauged from the attending facts and circumstances in a given case. The contention of the Noticees that there are no circumstances to link the Noticees with other Group Entities do not hold much water because, the circumstances of the case and all attendant facts pertaining to the Noticees as delineated above in this order, do not permit probability of any other inference. In fact, the contention of the Noticees while disputing their connections was not only found to be bald and vague but also did not in any manner, contradict the basis of various connections depicted in the Annexure 1 to the SCN. The contention of the Noticee that the SCN has imputed allegations without any basis and has proceeded on conjectures and surmises, is bereft of any merit considering the attendant circumstances, the connection amongst the Noticees and the peculiarity of trades executed by the Noticees, as explained in detail supra.

In this connection it is relevant to be guided by the decision of the Hon'ble Supreme Court in the matter of Collector of Customs vs. D. Bhoormull, wherein it was held that: “...The prosecution or the department is not required to prove its case with mathematical precision to a demonstrable degree; for, in all human affairs absolute certainty is a myth, and-as Prof. Brett felicitously puts it - "all exactness is a fake". El Dorado of absolute proof being unattainable, the law, accepts for it probability as a working substitute in this work-a-day world. The law does not require the prosecution to prove the impossible. All that it requires is the establishment of such a degree of probability that a prudent man may, on its basis, believe in the existence of the fact in issue. Thus, legal proof is not necessarily perfect proof; often it is nothing more than a prudent man's estimate as to the probabilities of the case.... Since it is exceedingly difficult, if not absolutely impossible, for the prosecution to prove facts which are especially within the knowledge of the opponent or the accused, it is not obliged to prove them as part of its primary burden.” 61. I also find relevance of observations of the Ld.

Tribunal in the matter of Ketan Parekh v. SEBI (Appeal No. 2 of 2004 – decided on July 14, 2006), wherein it was held that: “...Whether a transaction has been executed with the intention to manipulate the market or defeat its mechanism will depend upon the intention of the parties which could be inferred from the attending circumstances because direct evidence in such cases may not be available....”

62. Before I proceed to issue directions in the instant matter, I need to iterate that the modus operandi adopted by the Noticees in the instant case is no different from the one adopted in various other matters investigated by SEBI pertaining to artificial generation of LTCG. Though the whole modus operandi has been clearly delineated in the interim order followed by the SEBI order dated March 31, 2015, I find it necessary to briefly reiterate the same in my concluding section. In the instant case, a scrip was chosen which was earlier suspended and had barely any recognisable financials. The Company (Kelvin) raises funds through preferential allotment despite its nondescript financials. The preferential allottees have chosen to invest in the shares of the Company, which barely had any financial worth and business performance in the preceding years, that too at a premium to the prevailing market price of the scrip. The preferential allottees sell their shares to connected entities in physical as well as dematerialized form after April 01, 2012. Suddenly after July 24, 2013, the Group Entities, including the Noticees, start trading heavily in Kelvin with huge trading volume concentration on BSE.

The Group Entities, including the Noticees, were observed to be buying and selling shares of the company amongst each other thereby creating an artificial trading volume. It was also noticed that except for the trading volume created from the trades executed by these Group Entities, including the Noticees amongst each other, the volume of trading in Kelvin was otherwise very low. Through their trades the Noticees were found to have significantly exerted an upward pressure on the price, an act inconsistent with the normal buyer behaviour. It is a fact that increasing LTP over a period of time involves consistent involvement of several entities. Such consistent increase in LTP requires considerable NHPs to be created as LTP sothat closing price could be consistently pushed up despite the applicable price bands. A consistent increase in closing price ensures that opening price of the scrip on the subsequent day is also suo moto inflated for the scrip. To escape the regulatory radar, the manipulative trading activities are continuously performed over a long period of time just like in the instant case.

Similarly, there are host of entities, some acting as buyers and others acting as sellers, who are otherwise connected with each other through common addresses or common directors or common email id or fund transactions amongst them, to pull of such manipulation. This group of entities by consistently trading amongst themselves have successfully been pushing the LTP and NHP upwards, sometimes even by placing miniscule orders. While there is a group of buyers or sellers that consistently placed trade orders above LTP, there would always be a group of buyers that may place order at LTP or below LTP just to avoid regulatory radar. Similarly, there are seller counterparties who are connected to others in the group and whose trade match with the connected entities who are buyers. Further, there would be a set of entities who would be trading in miniscule quantities while others who would be disposing of their shareholding at one go. As a matter of fact, in such cases where a large number of entities are involved in manipulation of price and volume of a particular scrip, in order to give objectivity, the Board must fix a benchmark for initiating action in respect of certain entities.

In the instant case as well, the Board exercised intelligible differentia based on the material before it and issued SCNs to the relevant entities. In a nutshell, there is no straight jacket formula for describing manipulative trades hence the attendant circumstances have to be taken into consideration, as has been done in the instant case since the modus operandi of fraudulent trade practice would change from case to case. No two manipulative trades can be expected to be the same. There would always a be a new and smarter breed of manipulator ready to outdo or outgrow the old methods. As a regulator, it is the bounden duty of the Board to keep evolving with the times so as to truly give meaning to the preamble and object of the SEBI Act, 1992. In cases like the instant matter, having absolute proof is practically implausible. The gravitas of the impact of the manipulative trades in the instant case cannot be passed off or seen and analysed within the spectrum of usual manipulative trades. Each case deserves to be dealt on its own merit and attending facts and circumstances with the larger objective of investor protection in mind.

Similarly, each violator must be accorded punishment commensurate with the gravity and nature of his default. I also note from the records before me that adjudication proceedings have been initiated and are pending against all the 116 Noticees. Having established that all the Noticees in the instant proceedings have indulged in manipulative trades albeit of varied quantum, as has been alleged in the SCN, I would now set out to issue directions to the Noticees taking into account the extent of connections enjoyed by the Noticees with eah other, the nature and quantum of manipulative trades executed by different Noticees and various other acts of fraudulent trade indulged in by them which have been dealt in the foregoing paras of this order. 63. The following table delineates in a nutshell, the nature of trade of each of the Noticees that were found to be manipulative. Table 16: Nature of manipulative trades and Noticees involved Contribution +ve LTP +ve LTP NHP +ve LTP +ve LTP to LTPs and contribution contribution Contribution in contribution contribution NHPs of the in Patch-1 in Patch-3 Patch-3 in Patch-1 in Patch-1 scrip by and Patch-3 and Patch-3 Noticees and NHP contribution in Patch-3 Noticees no. 6, 7, 10, 11, 1 to 111 (111 1, 2, 3, 4, 7, 8, 10, 6, 7, 10, 11 7, 10, 11 and 13, 112 and Noticees) 11, 12, 13, 14, 15, and 13 (5 13 (4 Noticees) 113 (7 19, 20, 26, 29, 30, Noticees) Noticees) 35, 36, 49, 50, 51, 52, 56, 58, 60, 63,

81, 87, 88, 95, 97, 98, 102, 105, 109, 114, 115 and 116. (39 Noticees) 64. As can be seen from the Table above, Noticees no. 6, 7, 10, 11 and 13 have indulged in manipulative trades and contravened the provisions of the PFUTP Regulations, 2003 during Patch 1 as well as Patch 3. In fact, Noticees no. 7. 10, 11 and 13 have acted contrary to the provisions of the Regulations by their +ve LTP contributions during Patch 1 and Patch 3 and NHP contribution during Patch 3 as well. Similarly, there are 39 Noticees who have contributed NHP during Patch 3. I also note that some of these Noticees have been restrained or prohibited by the interim order. Considering the above and also considering the specific role played by each of the Noticees either as a seller or a buyer while executing manipulative trades in the scrip of the Company, the extent of connections enjoyed by a Noticee with the group, my observations about the acts of all the Noticees who dealt in the scrip of the Company as a group, I, in exercise of the powers conferred upon me under section 19 read with sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992, in order to protect the interest of investors and the integrity of the securities market and to meet the ends of justice, hereby issue the following directions:

A. The proceedings against the following Noticees, who are already under the restraint placed by the ad interim ex-parte order dated August 14, 2014 and against whom the allegations have been found established, are disposed of without any further directions of debarment. Table 17: Details of the Noticees Noticee Sl. No. Name of the Noticee PAN No. 1. 1 Do Max Steel Limited AACCD7020L 2. 2 Cromakem Limited AAECC0841Q 3. 3 Zimig Trading Company Private Limited AAACZ6848C 4. 4 Nova Gold Petro Resources Limited AAACO2454R 5. 5 ACIL Cotton Industries Limited AABCA7788F 6. 6 Jalpa Mitesh Jani AMVPJ5720H 7. 7 Stardom Trading Company Pvt. Ltd. AAHCS1332H 8. 10 Cornhill Trading Company Pvt. Ltd. AACCC0591P 9. 11 Sonal International Ltd. AACCS1185R 10. 13 Kirti Kantilal Mehta AKSPM3939N

Noticee Sl. No. Name of the Noticee PAN No. 11. 15 Fast Track Entertainment Limited AAACF7961Q 12. 19 Inventure Finance Pvt. Ltd. AAACM0623J 13. 58 Mukesh Nanubhai Desai AATPD0728R 14. 114 Sapan Chemicals Limited AAFCS2725Q 15. 115 Jayshree Shankar Bhosle AFMPB0449P 16. 116 Rupesh Balkrishna Bhoir ALZPB9604R

B. The following Noticees are cautioned and directed to be careful and to refrain from indulging in such unfair trade practices in future or in any other similar act whatsoever, which will violate the sanctity of the SEBI Act, 1992 and the Rules and Regulations made thereunder: Table 18: Details of the Noticees Noticee Sl. No. Name of the Noticee PAN No. 18 1. Heema Infocom Limited AADCH2621N 20 2. Umang Projects Limited AAACU8715B 22 3. Nainesh Gunvantlal Jain HUF AAAHN3298K 25 4. Champalal Mohanlal Jain AAAPJ9174C 27 5. Dalmia Pramod Kumar HUF AABHD3494G 28 6. Sanghvi Sanjay Madanlal HUF AABHS896N 30 7. Chandrika Dharmendra Sanghavi AABPS8536Q 31 8. Kamalkishore Karwa HUF AACHK9840E 32 9. Makwana Arunbhai Mohanbhai HUF AACHM6405R 33 10. Patel Ambalal Ranchhodbhai HUF AACHP4026P 34 11. Dhirajlal Jagjivandas Parekh AACPP8180A 37 12. Balkishan Innani HUF AADHB8997E 38 13. Vimal Kumar Praveenchand HUF AAEHV8290D 39 14. Vaishali Nainesh Jain AAEPJ2561P

Noticee Sl. No. Name of the Noticee PAN No. 40 15. Shivali Dhirajlal Parekh AAEPP2449Q 41 16. Dinesh Kumar Jain HUF AAFHD8458Q 42 17. Praveenchandra Amichand HUF AAFHP5115A 44 18. Sheetal S Mehta HUF AAFHS8024K 45 19. Murali Krishna Manepally HUF AAGHM2011M 46 20. Gopi Krishna Manepally HUF AAGHM2012J 47 21. Jyoti Dhirajlal Parekh AAGPP4875J 48 22. Vikas Kumar HUF AAHHV3712M 50 23. Babitaben Mahendrakumar Jain AAJPJ4929L 51 24. Ankit Mahendra Jain HUF AAKHA9197C 52 25. Ramesh Challani HUF AALHR9880C 54 26. Shardaben Mohanbhai Makwana AAPPM6035J 55 27. Vijaybhai Mohanbhai Makwana AAPPM6445E 56 28. Namdeo Kisan Tajane AAQPT4000M 57 29. Ravi Vajawat AASPV1975F 59 30. Rameshwarlal Gulabchand Kothari AAVPA0108L 61 31. Hema Prabhakar Deshmukh AAZPD5085B 63 32. Rakshaben Arunbhai Makwana ABHPW9090J 64 33. Sonalben Vijaybhai Makwana ABHPM9092L 65 34. Vikas Gupta ABOPG4132E 66 35. Porwal Manish Kumar ABOPP8114D 67 36. Laxmi Kanta Tolasariya ABTPT0016D 68 37. Praveenchand Mahaveer Kumar Jain ABWPM6494R 69 38. Chaya Deepak Thakker ABWPT3678G

Noticee Sl. No. Name of the Noticee PAN No. 71 39. Sanjay Madanlal Sanghvi ACQPS5671M 72 40. Jaya Lalit Shah ACTPR0863K 73 41. Sheetal Shashikant Mehta ACXPM5128N 75 42. Abhaykumar Parasmal Bora ADHPB4825G 76 43. Devibai Bhawarlal Gandhi AEEPG7912H 77 44. Vandana Anilkumar Bhandari AEJPB4820Q 78 45. Pawan Jain AEKPJ9968A 79 46. Jain Dinesh Kumar AFAPD5513L 80 47. Ruchit Hiralal Jain AFCPJ6983L 81 48. Kapilaben U Joshi AFLPD0265J 82 49. Sweetydevi Hiteshkumar Chopra AFYPB2359C 83 50. Mamta Pravin Gandhi AFZPG5363E 85 51. Ankit Agarwal AGJPA1748G 86 52. Suraj Prakash Bhalla AGKPB1054B 87 53. Prakash Prajapat AHMPP5481H 89 54. Dinesh Mulji Pate AIGPP8011N 90 55. Kunal Prabhakar Deshmukh AJCPD4157A 91 56. Mayuri Prabhakar Deshmukh AJCPD8627M 92 57. Nitin Kagzi AJGPK7846K 93 58. Vikas Kumar Jain AJLPJ2277L 94 59. Prachi Kagzi AJSPP5881H 96 60. Sulochana R Karwa ALFPK4226Q 97 61. Ramesh Morandmal Sadhwani ALJPS5991A 99 62. Geeta Bharat Sanghvi AMVPS6299J

Noticee Sl. No. Name of the Noticee PAN No. 100 63. Anup Prabhakar Deshmukh ANZPD8205A 101 64. Komilkumar Anilbhai Chauhan AOMPC0772K 103 65. Karnesh Pannalal Shyamsukha AQSPS3383G 104 66. Pallavi Milind Shirude AVJPS3232Q 108 67. Rushabh Vipul Shah BMMPS8777F 110 68. Madhu Karnesh Shyamsukh CAJPS1111F 112 69. Parag Chandrkant Shah ARRPS2518R

C. The following Noticees are debarred from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly in any manner, for respective periods as specified herein below: Table 19: Details of action against Noticees Noticee Sl. No. Name of the Noticee PAN Period No. Suryamangal Media 8 1 year 1. AAHCS4914K Entertainment Limited 9 1 year 2. Maruti Shankar Gaude AQQPG4855K Vidyadhar Ramnaresh 12 1 year 3. AHNPD1452H Dubey 14 3 months 4. Madhuben Babulal Modi AOYPM7851H 16 3 months 5. IFSL Limited AAAC4383H 17 3 months 6. Vinod Gajanan Dhadave AIYPD1020H 21 3 months 7. Jitendra C Janani HUF AAAHJ0488F 23 6 months 8. Omprakash Agarwal HUF AAAHO2774F 24 3 months 9. Ramesh C Janani HUF AAAHR0144Q Dukes Consumer Care 26 6 months 10. AABCD4645E Limited

Noticee Sl. No. Name of the Noticee PAN Period No. Mahendra Dhanjibhai 29 3 months 11. AABPA4050H Amin Solex Commercial Credit 35 3 months 12. AADCS7899F Pvt. Ltd. 36 3 months 13. Viren Shelters Limited AADCV0856B 43 3 months 14. Srikant Karwa HUF AAFHS1862M Dukes Products India 49 1 year 15. AAICS0162N Limited 53 3 months 16. Atul Jain AALPJ3459K Bharati Bharatumar 60 1 year 17. AAVPU3814B Upadhyay 62 6 months 18. Anand Kumar Nahar ABCPN0097M 70 1 year 19. Om Prakash Agarwal ACLPA3472F 74 3 months 20. Krunal Ramesh Janani ADFPJ1887Q 84 3 months 21. Shakuntala Karwa AGFPK2166G Rakeshkumar Narayanbhai 88 6 months 22. AHMPP6874C Prajapati 95 3 months 23. Avinash Porwal AJZPP1664P Bhagwatilal Bhuralaji 98 3 months 24. ALZPP3198A Pagaria Sonalben Dhirenkumar 102 3 months 25. APLPP4465J Patel 105 3 months 26. Mohit Rajkumar Kothari AXDPK5755C 106 3 months 27. Seema Haresh Shah AXFPS1272E Sarthak Sureshkumar 107 6 months 28. AYUPK7834Q Kothari 109 3 months 29. Shreya Sanghvi X BMTPS0594M 111 3 months 30. Yash Parag Shah EFMPS7289C 113 1 year 31. Chirag Dineshkumar Shah CFPPS4835H

65. It is further clarified that during the period of restrain the existing holding of securities, including the units of mutual funds shall remain under freeze in respect of the aforesaid 31 Noticees. 66. The obligation of the aforesaid 31 Noticees, in respect of settlement of securities, if any, purchased or sold in the cash segment of the recognized stock exchange(s), as existing on the date of this Order, can take place irrespective of the restraint/prohibition imposed by this Order only, in respect of pending unsettled transactions, if any. Further, all open positions, if any, of the Noticees debarred in the present Order, in the F&O segment of the stock exchanges, are permitted to be squared off, irrespective of the restraint/prohibition imposed by this Order. 67. The Order shall come into force with the immediate effect. 68. A copy of this order shall be forwarded to all the Noticees, all the recognized Stock Exchange, depositories and registrar and transfer agents for ensuring compliance with the above directions.

-Sd/- DATE: AUGUST 31, 2020 S. K. MOHANTY PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA