Order in the matter of Radford Global Ltd

1. Securities and Exchange Board of India ("SEBI"), vide an ad interim ex-parte order dated December 19, 2014 (hereinafter referred to as “interim order”), restrained 108 entities, including Radford Global Ltd. (formerly known as “PS Global Ltd.” and prior to that as “Rosette Resorts Ltd.”) (hereinafter referred to as "Radford” / “the company") and its promoters and directors from accessing the securities market and further prohibited them from buying, selling or dealing in securities in any manner whatsoever, till further directions. The said directions were issued on the basis of prima facie findings that Radford and persons in charge of its affairs had allotted its 91,00,000 equity shares of ₹10 each at a premium of ₹5 on preferential basis to 48 entities aggregating to ₹13.65 crore in order to provide fictitious Long Term Capital Gains ("LTCG") to the preferential allottees so as to convert their unaccounted income into accounted one with no payment of taxes as LTCG is tax exempt. It was observed that consequent to preferential allotment of equity shares on February 16, 2012 in Radford, price of the scrip was increased substantially to the extent of 7442% (73 times) with a very small chunk of volume/purchases (i.e. 98 shares per day) by certain entities and after the expiry of the compulsory lock-in period, the average volume increased astronomically to the extent of 505066% (5050 times) and the preferential allottees were provided exit at a high price by the entities forming part of the Radford Group and suspected entities. It was, thus, prima facie observed that Radford and the preferential allottees acting in concert with Radford Group and suspected entities misused the stock exchange mechanism to generate fictitious LTCG.

2. During Pre-Patch I (i.e. February 27, 2012 to January 28, 2013), the scrip opened ₹3.20 (pre-stock split price) on February 27, 2012 and rose to a high of ₹241.35 and closed at ₹241.35 on January 28, 2013. It was noted that during this period an artificial demand for the shares of Radford was created by Radford and its related entities as Radford did not have the fundamentals to command such a high demand nor were there any external factors such as corporate announcements which could have led to such demand. When compared with the high demand, there was hardly any supply of shares of shares of Radford during Pre-Patch I. It was noted that during the said period, the scrip traded with an average volume of 98 shares per day and total volume of 11,950 shares in 121 trading days with an average of 1 to 2 trades per day.

Order in the matter of Radford Global Limited

3. Further, during the examination, upon an analysis of the order-log and trade-log the selling behaviour/ pattern of 15 sellers (hereinafter collectively referred to as "sellers") prima facie appeared to be suspicious. It was observed that price of the scrip was influenced by these sellers while trading in the scrip of Radford by selling either miniscule number of shares per day with very less quantity vis-à-vis their shareholding or by controlling the trade volume of the scrip. The selling pattern of these sellers is exemplified in the table below: Table 1: Selling pattern of the sellers. Shareholding Sr. Shares PAN Name Date Trades before placing No Sold the sell order ANUP MANILAL 1 AAKHA8826N 10/01/2013 9 2800 3800 SHAH (HUF) 16/08/2012 2 2 1500 17/08/2012 1 1 1498 21/08/2012 1 1 1497 24/08/2012 2 2 1496 ARTIBEN S 2 ATWPK6701D 27/08/2012 1 1 1494 KANSARA 30/08/2012 1 1 1493 31/08/2012 1 1 1492 06/09/2012 1 1 1491 Total 10 10 09/10/2012 1 250 500 BHARATKUMAR 10/10/2012 1 50 250 3 AGSPS5666E JAYANTILAL 19/11/2012 1 50 200 SHAH 10/01/2013 1 100 150 Total 4 450 DINA 4 AAYPM2723J SATISHKUMAR 11/05/2012 1 100 100 MEHTA 23/07/2012 1 200 1000 07/09/2012 1 200 800 13/09/2012 1 200 600 HARI MOHAN 5 ACLPK9984A 21/09/2012 1 100 400 KHANDELWAL 26/09/2012 1 100 300 04/10/2012 1 200 200 Total 6 1000 HASUMATI 6 ANIPM9254B GHANSHYAM 04/10/2012 2 200 200 MANDLIA 10/09/2012 1 100 500 13/09/2012 1 100 400 KANAIYALAL 18/09/2012 1 100 300 7 ABGPG6544G MANILAL 25/09/2012 1 100 200 GANDHI 12/10/2012 1 100 100 Total 5 500 8 AOBPS1451C 24/05/2012 1 1 1000

28/05/2012 1 1 999 07/06/2012 1 1 998 15/06/2012 1 1 997 18/06/2012 1 1 996 19/06/2012 1 5 995 21/06/2012 1 1 990 22/06/2012 2 2 989 MANISHA 26/06/2012 3 3 987 JAYESH SHAH 27/06/2012 4 4 984 28/06/2012 5 5 980 29/06/2012 6 6 975 01/08/2012 1 1 969 03/08/2012 1 1 968 08/08/2012 1 1 967 Total 30 34 MANSUKHBHAI 9 AALPT9962B 17/10/2015 1 100 100 JAGABHAI TANTI 16/01/2013 1 10 300 17/01/2013 1 15 290 18/01/2013 1 15 275 10 AGWPP5778Q PRAGNA PATEL 22/01/2013 1 10 260 24/01/2013 1 10 250 Total 5 60 21/09/2012 1 100 600 16/11/2012 1 100 500 26/11/2012 1 20 400 27/11/2012 1 20 400 29/11/2012 1 10 380 04/12/2012 1 20 350 05/12/2012 1 10 350 06/12/2012 1 10 330 07/12/2012 1 10 320 14/12/2012 1 20 300 19/12/2012 1 20 280 21/12/2012 1 20 260 11 ACJPG8162C RAJEEV GARG 26/12/2012 1 20 240 28/12/2012 1 20 220 02/01/2013 1 20 200 07/01/2013 1 20 180 10/01/2013 2 40 160 14/01/2013 1 20 120 15/01/2013 1 5 120 16/01/2013 1 5 100 17/01/2013 1 5 95 18/01/2013 1 5 90 21/01/2013 1 5 85 22/01/2013 1 5 80 23/01/2013 1 5 75

24/01/2013 1 5 70 25/01/2013 1 5 70 28/01/2013 1 5 65 Total 29 550 28/08/2012 1 100 300 03/09/2012 1 100 200 12 AELPG9023L RAMILA GANDHI 05/09/2012 1 100 100 Total 3 300 REKHABEN 17/09/2012 1 100 1100 13 AFXPS1751C LAKHABHAI 18/09/2012 1 100 0* SAGPARIA Total 2 200 31/12/2012 1 7 966 SUNIL 08/01/2013 1 10 959 14 ANFPK3652G MOHANLAL 10/01/2013 8 500 949 KANSARA Total 10 517 VEENA 15 AHGPV3775J MOHANDAS 01/11/2012 1 500 500** VALBHANI Total 111 7321 * Transferred 900 shares to her broker ** Got 500 shares dematted in her account

4. The above mentioned selling pattern of the sellers appeared to be even more surprising in light of the fact that almost on all dates when the above trades were executed, there was a huge demand for the shares of Radford and buyers had continuously placed large buy orders on upper circuit. It is noted that during Pre-patch I the percentage of sell orders in comparison to the buy orders was miniscule as can be seen in the table below: Table 2: Month-wise Order book snapshot during the Pre-Patch I period (Large buy orders as compared to miniscule sell orders) Buy order Order quantity executed % of executed quantity out of total Month (Cumulative) quantity buy order quantity February 2012 112000 100 0.09% March 2012 880200 0 0.00% April 2012 1282900 600 0.05% May 2012 1281353 703 0.05% June 2012 1252478 430 0.03% July 2012 1111890 452 0.04% August 2012 532987 118 0.02% September 2012 654282 1504 0.23% October 2012 673260 1328 0.20% November 2012 475276 820 0.17% December 2012 353053 657 0.19% January 2013 248479 5238 2.11% Grand Total 8858158 11950 0.13%

5. It is also noted that during Pre-Patch I, on most of the days, buy orders were placed on the stock exchange platform as soon as the trading session began, whereas the sell orders by the sellers were placed much later on the respective days. Few instances of placement of such buy orders at the beginning of the trading session are mentioned below: Table 3: Instances of early placement of buy orders. PRICE AT WHICH THE ORDER WAS ORDER ORDERDATE ORDERTIME PLACED QTY TYPE 29/02/2012 09:15:00 3.35 5000 Buy 07/03/2012 09:15:00 3.35 1000 Buy 10/04/2012 09:15:00 3.68 200 Buy 24/05/2012 09:15:00 4.91 5000 Buy 07/06/2012 09:15:00 5.67 5000 Buy 25/07/2012 09:15:00 12.88 10000 Buy 06/08/2012 09:15:00 14.89 1500 Buy 05/09/2012 09:15:00 24.14 1000 Buy 04/10/2012 09:15:00 43 150 Buy 19/11/2012 09:15:00 68.45 100 Buy 05/12/2012 09:15:00 111.2 500 Buy 28/01/2013 09:15:00 241.34 2400 Buy 6. From the above description and tables, the following was observed with respect to the sellers: a. Despite there being a huge demand for the shares of Radford and the sellers: holding large number of shares of Radford, some of the sellers sold shares in miniscule quantities on various occasions and thereby controlled the supply of shares. b. During Pre-Patch I (having 121 trading days) the sellers traded on 72 trading days and executed 84 trades. Out of these 72 days, on 64 days the sellers contributed to 100% of the daily traded volume. c. Some of the sellers sold shares only to maintain the average daily volume. For instance, on 17 trading days (when the average trading volume was 98 shares) the sellers sold 100 shares only despite holding large number of shares and there being large number of buy orders. d. The selling behaviour of the sellers also exhibited a suspicious sequential pattern i.e. in spite of a huge demand for the shares during Pre-Patch I, most of the sellers did not sell their shares together in one period. In fact, they sequentially sold their shares in such a manner that one seller stopped selling when the other started selling its/his/her shares. The suspicious trading pattern of the sellers is shown in Annexure A. 7. It prima facie appears from the above observations that the sellers were selling their shares in an abnormal / non-genuine manner and were acting under a pre-determined plan to fix/manipulate the price of the scrip of Radford.

8. In addition to the above observations, during the examination, certain discrepancies were noticed regarding the source of acquisition of the shares by the sellers. In this regard, the following facts are noteworthy: a) It is a matter of record that trading in the scrip of Radford was suspended on Bombay Stock Exchange Limited (“BSE”), the only stock exchange where it is listed, from January 14, 2003 to December 19, 2011 for non-compliance of the equity listing agreement. According to Radford, its current promoters had taken over it in year 2011 and it had appointed Universal Capital Securities Limited, as Registrar and Transfer Agent (hereinafter referred as "RTA") in January 2012. At that time, the company handed over the shareholder list (hereinafter referred as "RTA List") to RTA. b) It was found that 236 shareholder records were having record name as "abeyance" in RTA List. These 236 abeyance records (amounting to total of 1,38,400 shares) had the same folio number i.e. 13518. c) When inquired about the justification for the abeyance records, Radford submitted that “when the current management of Radford received the data from the prior management pertaining to the details of the shareholders, they noticed that there were no details such as name, folio nos. etc. for 1,38,400 shares.

Hence, Radford had put these shares under abeyance and requested RTA not to reject any request made by the shareholder whose names are not appearing in the share master data submitted by the company to RTA”. d) Contrary to the aforesaid reason provided by Radford, the list submitted by the old management to Registrar of Companies ("RoC") in year 2010 had the complete shareholders’ list with details and did not contain any shareholding in “abeyance” category. e) RTA, vide its letter to SEBI dated August 14, 2015, stated that the RTA List provided by Radford to it had one record named “abeyance” in different distinctive number ranges and same folio number. According to the RTA, when it sought the explanation in respect of these shares from Radford, it replied that it did not have proper control over their distinctive number master. Further, Radford had advised the RTA to point out any such discrepancies before rejecting the request from investor for transfer or demat. Furthermore, the said letter states that only after verification of folio number, number of shares and shareholder's name, Radford or RTA issued new certificate to the shareholder requesting the transfer or demat.

It is strange to note that RTA approved the share transfers, requests for demat and issuance of new share certificates without ascertaining the authenticity of entities from whom the sellers apparently received the shares i.e. without sellers confirmation notice and without checking the details like folio number, number of shares, name, distinctive numbers, etc. f) The latest available shareholder list as on January 1, 2012 on MCA website was that of the Annual General Meeting held by Radford in 2010. This list was submitted by Radford to RoC in the year 2010 (hereinafter referred to as "MCA List"). This MCA list did not contain any abeyance records. On a comparison of the MCA list with the shareholders' master list provided by Radford to RTA in January 2012, most of shareholders’ names were not matching. g) It is surprising to note that majority of shareholders (1,976 shareholders in total) of Radford in RTA List in year 2011 were different from those appearing in the MCA list (submitted to RoC in 2010) especially when the scrip was suspended on BSE. h) The Depositories (CDSL and NSDL) informed that first demat for the scrip of Radford happened only in January 2012. i) There was no apparent reason for the abeyance records to suddenly appear in the shareholder’s list submitted by new management of Radford to RTA. j) Certain complaints have also been received by SEBI from shareholders alleging that Radford had issued duplicate shares in lieu of original certificates held by them to some third party and is now refusing to transfer shares in their name.

9. Upon noticing the aforesaid discrepancies regarding the source of shares of the sellers, the physical share certificates of the sellers were also examined. The examination revealed several factors which prima facie indicate that the share certificates held by the sellers were not genuine. The said factors (details whereof are provided in Annexure B) are summarized as under: a. The company/RTA was not able to furnish necessary documentary evidence which was relied upon by it/them to ascertain the genuineness of shareholding of a few sellers whose name was not there in the MCA list namely, Rajeev Garg, Veena Mohandas Valbhani, Bharatkumar Jayantilal Shah and Ramila Gandhi. However, as per the photocopy of share certificate submitted by Radford, they were its shareholders since May 1995. b. The names of three entities (Veena Mohandas Valbhani, Bharatkumar Jayantilal Shah and Ramila Gandhi) were not part of the mailing list of shareholders for communication given by the new management of Radford to RTA. c. The physical share certificate of Manisha Jayesh Shah furnished by Radford had a sticker of PS Global Ltd affixed on share certificate of Rossette Resorts Ltd. This is a deviation from the practice followed by Radford of issuing new share certificate in lieu of old certificate. d. Company / RTA failed to produce any documentary evidence for establishing genuineness of the transfer of shares from earlier shareholder to Artiben S Kansara. e. Contradictory statements were given by RTA with respect to transfer of shares made to Anup Manilal Shah (HUF). f. Certain sellers namely, Hari Mohan Khandelwal, Kanaiyalal Manilal Gandhi, Rekhaben Lakhabhai Sagparia, Rekhaben Lakhabhai Sagparia, Mansukhbhai Jagabhai Tanti and Pragna Patel were issued shares from abeyance list.

Their names did not appear either in the MCA List or the RTA List. When inquired, Radford /RTA were not able to furnish any documentary evidence to justify how they ascertained the genuineness of these shareholders. This is also in contradiction with the RTA's policy of verification while transferring or dematerializing, wherein such policy, prima facie, does not appear to be followed. g. Dina Satishkumar Mehta and Priya Sanghvi held shares with the same folio number in MCA list as well as in RTA list. These two entities did not have any transaction with each other. h. As per Radford’s board of directors’ resolution dated February 15, 2012, it had authorized its company secretary and RTA to sign the share certificate of the company. In few instances signatures on physical share certificates of the RTA/company's authorized personnel were missing. 10. From the facts and circumstances discussed in the preceding paragraphs, it is prima facie inferred that the share certificates held by the sellers were not genuine. In this regard, it is pertinent to note that the stationary of the physical share certificate was controlled by Radford only.

Also, as seen from the physical share certificates, Radford did not number the share certificates with consecutive serial numbers. Thus, it appears that Radford was involved in issuance of non-genuine share certificates held by the sellers. This finding is further strengthened by the fact that Radford did not provide any information to SEBI when it was asked to furnish its IPO allotment list and other relevant details. 11. In this case, it is a matter of record that during Pre-Patch I, the price of the shares of Radford rose from ₹3.20, to ₹241.35. From the acts and conduct of the sellers discussed above, I prima facie find that they played a crucial role in pushing the price of scrip of Radford to such high levels especially by controlling the supply of shares. Their suspicious acts selling shares in miniscule quantities despite there being a huge demand, contributing to 100% trading volume on most of the days, placing trades in a manner so as to maintain the daily average volume and not letting the liquidity dry out by sequentially selling shares clearly show that their selling pattern was not normal and was prima facie directed towards pushing up the price of the scrip of Radford.

The same is further corroborated by the fact that the share certificates held by the sellers were prima facie not genuine. The involvement of Radford in issuance of non-genuine certificates to these sellers signifies that the sellers carried out the aforesaid acts in collusion with Radford, its promoters and directors. 12. As noted in the interim order dated December 19, 2014, Radford and other entities named therein misused the securities market system to artificially increase price of the scrip for providing long term capital gain (“LTCG”) benefits to the preferential allottees of Radford. As discussed above, the sellers played a crucial role in increasing the price of the scrip. I, therefore prima facie find that the sellers were also a part of the scheme, plan, device and artifice employed in relation to the scrip of Radford and described in the interim order dated December 19, 2014.

13. Considering the above, I am of the prima facie view that the acts of the sellers discussed hereinabove are ‘fraudulent’ as defined under regulation 2(1)(c) of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (‘the PFUTP Regulations”) and are in contravention of the provisions of regulations 3(a), (b), (c) and (d) and 4(1), 4(2)(a), (b) and (e) thereof and section 12A(a), (b) and (c) of the Securities and Exchange Board of India Act, 1992. The said provisions are reproduced hereunder:- SEBI ACT Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control. "12A. No person shall directly or indirectly— (a) use or employ, in connection with the issue, purchase or sale of any securities listed or proposed to be listed on a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of this Act or the rules or the regulations made there under; (b) employ any device, scheme or artifice to defraud in connection with issue or dealing in securities which are listed or proposed to be listed on a recognised stock exchange; (c) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person, in connection with the issue, dealing in securities which are listed or proposed to be listed on a recognised stock exchange, in contravention of the provisions of this Act or the rules or the regulations made there under;"

PFUTP Regulations "3. Prohibition of certain dealings in securities No person shall directly or indirectly— (a) buy, sell or otherwise deal in 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.

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; (b) dealing in a security not intended to effect transfer of beneficial ownership but intended to operate only as a device to inflate, depress or cause fluctuations in the price of such security for wrongful gain or avoidance of loss; …. (e) any act or omission amounting to manipulation of the price of a security;” 14. I am of the opinion that the ongoing investigation in the matter should also cover the entire scheme discussed hereinabove to find out the role of any other entity therein including RTA, connection amongst the concerned entities and other related aspects of the matter. 15. SEBI strives to safeguard the interest of genuine investors in the Indian securities market. I am of the opinion that, while investigation in the matter is underway, allowing the sellers who are prima facie found to be involved in such fraudulent, unfair and manipulative transactions to continue to operate in the market is inimical to the interests of participants in the securities market and would shake the confidence of the investors in the securities market. Considering the facts and circumstances, I deem it a fit case where, pending investigation, effective and expeditious preventive action is required to be taken by way of ad interim ex-parte in order to protect the interests of investors and preserve the safety and integrity of the market. 16. In view of the foregoing, in order to protect the interest of the investors and the integrity of the securities market, I, in exercise of the powers conferred upon me in terms of sections 11(1), 11(4) and 11B read with section 19 of the SEBI Act, pending inquiry/investigation and passing of final order in the matter, hereby restrain the following persons from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner, till further directions.

Sr. No PAN Name 1 AAKHA8826N ANUP MANILAL SHAH (HUF) 2 ATWPK6701D ARTIBEN S KANSARA 3 AGSPS5666E BHARATKUMAR JAYANTILAL SHAH 4 AAYPM2723J DINA SATISHKUMAR MEHTA 5 ACLPK9984A HARI MOHAN KHANDELWAL 6 ANIPM9254B HASUMATI GHANSHYAM MANDLIA 7 ABGPG6544G KANAIYALAL MANILAL GANDHI 8 AOBPS1451C MANISHA JAYESH SHAH 9 AALPT9962B MANSUKHBHAI JAGABHAI TANTI 10 AGWPP5778Q PRAGNA PATEL 11 ACJPG8162C RAJEEV GARG

12 AELPG9023L RAMILA GANDHI 13 AFXPS1751C REKHABEN LAKHABHAI SAGPARIA 14 ANFPK3652G SUNIL MOHANLAL KANSARA 15 AHGPV3775J VEENA MOHANDAS VALBHANI 17. This order is without prejudice to the right of SEBI to take any other action that may be initiated against the aforementioned entities in accordance with law. 18. This order shall come into force with immediate effect. The stock exchanges and the depositories are directed to ensure that all the above directions are strictly enforced. 19. The persons/entities against whom this Order is passed may file their objections, if any, within twenty one days from the date of this order and, if they so desire, avail themselves of an opportunity of personal hearing before the Securities and Exchange Board of India, on a date and time to be fixed on a specific request, received from the said persons/entities.

Sd/- DATE: November 9th, 2015 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Annexure A: Sequential trading pattern of the sellers

Total Volu Total daily me sell trade contr order Quanti volum ibute s Date PAN Name ty e d DINA SATISHKUMAR 11/05/2012 AAYPM2723J MEHTA 100 100 100% 100 MANISHA JAYESH 24/05/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 28/05/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 07/06/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 15/06/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 18/06/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 19/06/2012 AOBPS1451C SHAH 5 5 100% 5 MANISHA JAYESH 21/06/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 22/06/2012 AOBPS1451C SHAH 2 2 100% 2 MANISHA JAYESH 26/06/2012 AOBPS1451C SHAH 3 3 100% 3 MANISHA JAYESH 27/06/2012 AOBPS1451C SHAH 4 4 100% 4 MANISHA JAYESH 28/06/2012 AOBPS1451C SHAH 5 5 100% 5 MANISHA JAYESH 29/06/2012 AOBPS1451C SHAH 6 6 100% 6 HARI MOHAN 23/07/2012 ACLPK9984A KHANDELWAL 200 200 100% 200 MANISHA JAYESH 01/08/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 03/08/2012 AOBPS1451C SHAH 1 1 100% 1 MANISHA JAYESH 08/08/2012 AOBPS1451C SHAH 1 1 100% 1 16/08/2012 ATWPK6701D ARTIBEN S KANSARA 2 2 100% 2 17/08/2012 ATWPK6701D ARTIBEN S KANSARA 1 1 100% 1 21/08/2012 ATWPK6701D ARTIBEN S KANSARA 1 1 100% 1 24/08/2012 ATWPK6701D ARTIBEN S KANSARA 2 2 100% 2 27/08/2012 ATWPK6701D ARTIBEN S KANSARA 1 1 100% 1 28/08/2012 AELPG9023L RAMILA GANDHI 100 100 100% 100 30/08/2012 ATWPK6701D ARTIBEN S KANSARA 1 1 100% 1 31/08/2012 ATWPK6701D ARTIBEN S KANSARA 1 1 100% 1

03/09/2012 AELPG9023L RAMILA GANDHI 100 100 100% 100 05/09/2012 AELPG9023L RAMILA GANDHI 100 100 100% 100 06/09/2012 ATWPK6701D ARTIBEN S KANSARA 1 1 100% 1 HARI MOHAN 07/09/2012 ACLPK9984A KHANDELWAL 200 200 100% 200 KANAIYALAL 10/09/2012 ABGPG6544G MANILAL GANDHI 100 100 100% 100 KANAIYALAL 13/09/2012 ABGPG6544G MANILAL GANDHI 100 300 33% 300 HARI MOHAN 13/09/2012 ACLPK9984A KHANDELWAL 200 300 67% 300 REKHABEN LAKHABHAI 17/09/2012 AFXPS1751C SAGPARIA 100 100 100% 100 KANAIYALAL 18/09/2012 ABGPG6544G MANILAL GANDHI 100 200 50% 200 REKHABEN LAKHABHAI 18/09/2012 AFXPS1751C SAGPARIA 100 200 50% 200 21/09/2012 ACJPG8162C RAJEEV GARG 100 200 50% 200 HARI MOHAN 21/09/2012 ACLPK9984A KHANDELWAL 100 200 50% 200 KANAIYALAL 25/09/2012 ABGPG6544G MANILAL GANDHI 100 100 100% 100 HARI MOHAN 26/09/2012 ACLPK9984A KHANDELWAL 100 100 100% 100 HARI MOHAN 04/10/2012 ACLPK9984A KHANDELWAL 200 400 50% 400 HASUMATI GHANSHYAM 04/10/2012 ANIPM9254B MANDLIA 200 400 50% 400 BHARATKUMAR 09/10/2012 AGSPS5666E JAYANTILAL SHAH 250 251 100% 251 BHARATKUMAR 10/10/2012 AGSPS5666E JAYANTILAL SHAH 50 50 100% 150 KANAIYALAL 12/10/2012 ABGPG6544G MANILAL GANDHI 100 100 100% 200 MANSUKHBHAI 17/10/2012 AALPT9962B JAGABHAI TANTI 100 100 100% 250 VEENA MOHANDAS 01/11/2012 AHGPV3775J VALBHANI 500 500 100% 650 16/11/2012 ACJPG8162C RAJEEV GARG 100 100 100% 250 BHARATKUMAR 19/11/2012 AGSPS5666E JAYANTILAL SHAH 50 50 100% 150 26/11/2012 ACJPG8162C RAJEEV GARG 20 20 100% 120 27/11/2012 ACJPG8162C RAJEEV GARG 20 20 100% 120 29/11/2012 ACJPG8162C RAJEEV GARG 10 10 100% 10 04/12/2012 ACJPG8162C RAJEEV GARG 20 20 100% 20 05/12/2012 ACJPG8162C RAJEEV GARG 10 10 100% 110

06/12/2012 ACJPG8162C RAJEEV GARG 10 10 100% 110 07/12/2012 ACJPG8162C RAJEEV GARG 10 10 100% 10 14/12/2012 ACJPG8162C RAJEEV GARG 20 82 24% 182 19/12/2012 ACJPG8162C RAJEEV GARG 20 20 100% 20 21/12/2012 ACJPG8162C RAJEEV GARG 20 20 100% 20 26/12/2012 ACJPG8162C RAJEEV GARG 20 20 100% 20 28/12/2012 ACJPG8162C RAJEEV GARG 20 20 100% 120 SUNIL MOHANLAL 31/12/2012 ANFPK3652G KANSARA 7 7 100% 7 02/01/2013 ACJPG8162C RAJEEV GARG 20 20 100% 120 07/01/2013 ACJPG8162C RAJEEV GARG 20 20 100% 120 SUNIL MOHANLAL 08/01/2013 ANFPK3652G KANSARA 10 10 100% 110 ANUP MANILAL 10/01/2013 AAKHA8826N SHAH (HUF) 2800 4385 64% 4385 10/01/2013 ACJPG8162C RAJEEV GARG 40 4385 1% 4385 BHARATKUMAR 10/01/2013 AGSPS5666E JAYANTILAL SHAH 100 4385 2% 4385 SUNIL MOHANLAL 10/01/2013 ANFPK3652G KANSARA 500 4385 11% 4385 14/01/2013 ACJPG8162C RAJEEV GARG 20 20 100% 20 15/01/2013 ACJPG8162C RAJEEV GARG 5 5 100% 5 16/01/2013 ACJPG8162C RAJEEV GARG 5 15 33% 15 16/01/2013 AGWPP5778Q PRAGNA PATEL 10 15 67% 15 17/01/2013 ACJPG8162C RAJEEV GARG 5 20 25% 20 17/01/2013 AGWPP5778Q PRAGNA PATEL 15 20 75% 20 18/01/2013 ACJPG8162C RAJEEV GARG 5 40 13% 40 18/01/2013 AGWPP5778Q PRAGNA PATEL 15 40 38% 40 21/01/2013 ACJPG8162C RAJEEV GARG 5 5 100% 5 22/01/2013 ACJPG8162C RAJEEV GARG 5 15 33% 15 22/01/2013 AGWPP5778Q PRAGNA PATEL 10 15 67% 15 23/01/2013 ACJPG8162C RAJEEV GARG 5 605 1% 605 24/01/2013 ACJPG8162C RAJEEV GARG 5 40 13% 40 24/01/2013 AGWPP5778Q PRAGNA PATEL 10 40 25% 40 25/01/2013 ACJPG8162C RAJEEV GARG 5 5 100% 5 28/01/2013 ACJPG8162C RAJEEV GARG 5 5 100% 5

Annexure B: Discrepancies / observations noticed in examination of physical share certificate of the sellers

% of Sr. Share total N PAN Name Discrepancy/Observations s sold trade o vol It is observed from the copy of share certificate of Rosseto Resorts Limited submitted by the company to SEBI that the entity is a shareholder from May 15, 1995. However, there were no subsequent transfer(s) of these shares. On the contrary, the name of shareholder and folio number is present in RTA list but is not present in MCA list (which had no Abeyance records). Also 600 shares were dematerialised by the company/RTA on 17.02.2012 out of which RAJEEV 1 ACJPG8162C 550 4.60% 550 shares have been sold in 29 trades from GARG 21.09.2012 to 28.01.2013. Further, the company/RTA was unable to furnish necessary documentary evidence which it had relied upon to ascertain the genuineness of shareholding of the seller i.e. Rajeev Garg. The remaining 50 shares were there in his account as on 28.01.2013. The distinctive number range of the shares as submitted by the RTA in its list were different vis-a-vis the share certificate's copy furnished by the company to SEBI. As submitted by RTA, Sangeetha w/o Ajith Kumar had transferred 1000 shares to Manisha Jayesh Shah on 30.11.2011. The MANISHA name of Sangeetha w/o Ajith Kumar (whose 2 AOBPS1451C JAYESH 34 0.28% holding was 2000 shares) figures in the MCA SHAH list but does not figure in RTA list. These 1000 shares were dematerialised on 18.02.2012 out of which 966 shares were transferred to Sunil Kansara (entity mentioned at point 6). The remaining 34 shares were sold in 30 trades from 24.5.2012 to 8.8.2012. Manisha J Shah controlled the supply of the shares by selling 1 or 2 shares at a time, even though large buy-side orders were in the system.

The physical share certificate of Manisha Jayesh Shah as furnished by the company is that of PS Global Ltd (earlier name of Radford Global Limited). It is also observed that the sticker of the name i.e. P S Global Ltd has been affixed on the share certificate of Rossette Resorts Ltd. (P S Global was earlier known as Rossette Resorts Ltd.). This is a deviation from the process of issuing new share certificate as submitted by the company to SEBI vide letter dated Aug 21, 2015, as there is no mention of affixing sticker of new company name (PS Global Ltd.) on old company name's share certificate (Rossette Resorts Ltd.) itself. In this case the genuineness of the shareholding has not been established by the company / RTA.

It is also further observed that Manisha Jayesh Shah is related with one of the then directors of the company i.e. Manish Nareshchandra Shah (PAN: AELPS8560A) as their address (B-2,Vishwakarma Society, V.P. Road, Andheri West, Mumbai, Maharashtra, India, 400058) and phone number (26280622) registered in KYC records are same. It is also noted that Manish Nareshchandra Shah has already been debarred by SEBI from dealing in securities vide the earlier interim order

As per information submitted by the RTA, Sumerji Sethia (holding 4000 shares) had transferred 1500 shares to Artiben S Kansara. However, neither the company nor the RTA could produce necessary documentary evidence for establishing the genuineness of the transfer of shareholding from Sumerji Sethia to Artiben S Kansara. Further, name of Sumerji Sethia is present in MCA list. The said 1500 shares were dematerialised by Artiben S ARTIBEN ATWPK6701 Kansara on 18.02.2012 of which only 10 3 S 10 0.08% D shares have been sold in 10 trades from KANSARA 16.08.2015 to 6.9.2012, that too when large buy-side orders were there pending for execution. She controlled the supply of the shares by selling 1 or 2 shares at a time. Remaining 1490 shares were there in her account as on 28.01.2013.

It was also observed that she had same address and phone number as that of Sunil Mohanlal Kansara. Received 966 shares on 31.08.2012 through off market transaction from Manisha Jayesh SUNIL Shah (entity at point 2) who is related to the ANFPK3652 MOHANL then director of the company. 4 517 4.33% G AL KANSARA He sold 517 shares from 31.12.2012 to 10.01.2013 in 10 trades. Remaining 449 shares were there as on 28.01.2013 in his account. Sadhana Trivedi (500 shares), Ashok Mistry (1000 shares), Indravadan Shah (500 shares) and Vrajmohan Parikh (1000 shares) ANUP transferred 3000 shares to Anup Manilal Shah AAKHA8826 MANILAL 23.43 5 2800 (HUF) in June 2012. N SHAH % (HUF) Further, Anup Manilal Shah also received 200 shares from Sureshchandra M Raja on 31/3/2012 and 600 shares from Nirupama H.

Badani and Harish B. Badani (joint holders) on 31/3/2012.

Five share certificates (i.e. 500 shares out of 600 mentioned above) received by Anup Manilal Shah from Nirupama Badani/Harish B. Badani (joint holders) did not have authorized signature of Company secretary or RTA's authorized personnel on it. The company/RTA was not able to furnish necessary documentary evidence which it had relied upon to (i) ascertain the genuineness of shareholding of the Anup Manilal Shah, (ii) verify the transfer of shareholding from aforesaid entities to Anup Manilal Shah and (iii) grant subsequent approval for the dematerialization request of these unsigned share certificates.

Further, as per MCA list, Indravadan Shah and Vrajmohan Parikh were holding 10,000 shares each in single certificate and RTA did split the share certificates of any of these shareholders. RTA transferred 1000 shares each from Indravadan Shah and Vrajmohan Parikh to Anup Manilal Shah (HUF) without splitting shareholding of 10,000 shares each of Indravadan Shah and Vrajmohan Parikh.

Anup Manilal dematerialised Shah 3800 shares on 09.08.2012 out of which he sold 2800 shares in a single day i.e. on 10.01.2013 in 9 trades. Remaining 1000 shares were there in his account as on 28.01.2013.

The RTA, prima facie, did not seek seller confirmation before transfer of shares to Anup Manilal Shah (HUF). As per the photocopy of share certificates of Rosseto Resorts Ltd. submitted by the company to SEBI, the entity has been a shareholder from May 15, 1995 and there were no subsequent transfer(s) of these shares. However, the name of shareholder & HARI folio no. are not present in MCA list as well MOHAN as in RTA list. Shares were issued to him from 6 ACLPK9984A 1000 8.37% KHANDE Abeyance List. The 1000 shares held by him LWAL were dematerialised on 21.06.2012 The company/RTA was not able to furnish necessary documentary evidence which it relied upon to ascertain the genuineness of his shareholding. Further, these 1000 shares were sold by him in 6 trades from 23.07.2012 to 04.10.2012. His name and folio numbers are not present in MCA list and RTA list. Shares were issued to him from abeyance list. The Company has not submitted any documentary evidence KANAIYA which it relied upon to establish the ABGPG6544 LAL genuineness of the shares held by him before 7 500 4.18% G MANILAL issuance from the abeyance list. GANDHI The 500 shares held by him were dematerialised on 24.05.2012. Further, he sold all 500 shares from 10.09.2012 to 12.10.2012 in 5 trades. As per the photocopy of share certificates of Rosseto Resorts Ltd. submitted by the VEENA company to SEBI, the entity is a shareholder MOHAND from May 15, 1995 and there were no 8 AHGPV3775J AS 500 4.18% subsequent transfers of these shares. VALBHA NI However, her name and folio no. 11501 are not present in MCA list and RTA list. 500 shares were issued to her from the abeyance list which were dematerialised on 08.10.2012.

In spite of the fact that her name does not figure in the MCA list and the company showed her as a shareholder since 1995 (as per physical share certificate), the company/RTA were not able to furnish necessary documentary evidence which was relied upon to ascertain the genuineness of her shareholding.

She sold 500 shares in a single day i.e. on 1.11.2012 to Prem Lata Nahar. As per the photocopy of share certificates of Rosseto Resorts Ltd. submitted by the company to SEBI, he is a shareholder from May 15, 1995 onwards and there were no subsequent transfers for these shares. On the contrary, the name and folio number of the shareholder are not present in MCA list (which had no abeyance records in it) as well BHARAT as RTA list. He was issued shares from KUMAR abeyance list and dematerialised. 500 shares 9 AGSPS5666E 450 3.77% JAYANTIL on 8.10.2012. The company/RTA was not AL SHAH able to furnish necessary documentary evidence which it relied upon to ascertain the genuineness of his shareholding.

He had sold 450 shares from 9.10.2012 to 10.1.2013 to Taran (250 shares), Beacon (100s hares), Bharat (50 shares) and Jagruti (50 shares). Remaining 50 shares were there in his account as on 28.01.2013.

Ramila Gandhi has sold 300 shares from 28.08.2012 to 05.09.2012 through on market transactions. 200 shares were dematerialised on 24.05.2012 and 100 shares were dematerialised on 17.08.2012. 200 shares were RAMILA issued from Abeyance list by RTA. 10 AELPG9023L 300 2.51% GANDHI Remaining 100 shares were neither present in RTA list nor in the shares issued from Abeyance list by RTA. Hence, source of 100 shares is not known. Name and folio number of the entity is not present in MCA list and RTA list. The entities namely Pravin Patel (500 shares), Rekha Sojitra (400 shares), Shobhana Sohitra (200 shares) transferred shares to Rekhaben Lakhabhai Sagparia. As these three names were not present in RTA list, hence they were issued shares from the Abeyance List. The said 1100 shares were dematerialised on REKHAB 16.08.2012. Out of which, 100 shares were EN sold to Manjulaben on 17.09.2012 and 100 LAKHAB 11 AFXPS1751C 200 1.67% shares were sold to Ankit Kachhara on HAI 18.09.2012. SAGPARI A The entity was issued shares from Abeyance List. Further the entity's name did not feature in MCA List as well as RTA List. The company/RTA was unable to furnish necessary documentary evidence to ascertain the genuineness of shareholding of Rekhaben Lakhabhai Sagparia. The name of the entity is not present in MCA list and RTA list. Hasumati Ghanshya HASUMA Mandlia was issued 200 shares from the TI Abeyance list. The share certificate was issued 12 ANIPM9254B GHANSH 200 1.67% in lieu of old certificate. However, when YAM inquired, the company/RTA could not MANDLIA furnish old certificate for verification and ascertaining the genuineness of shareholding of Hasumati Ghanshya Mandlia. The said 200 shares were dematerialised by the entity on 27.09.2012. The entity has sold 150 shares to Navin Munyal and 50 shares to Prem Lata on market. As per the share certificate, Mr. Purshotam Senjalia had transferred 100 shares to Mansukhbhai Jagabhai Tanti on 01.07.1996. However, name of Mansukhbhai Jagabhai Tanti is not present in RTA list and MCA list. Hence, shares were issued from the abeyance MANSUK list. The company/RTA was not able to HBHAI 13 AALPT9962B 100 0.84% furnish necessary documentary evidence to JAGABHA ascertain the genuineness of shareholding of I TANTI Mansukhbhai Jagabhai Tanti.

100 shares were dematerialised on 8.10.2012. All the 100 shares were sold in 1 instance to Pooja Agarwal on 17.10.2012 through on-market transaction. As per MCA list, Folio number 13742 corresponds to Priya Sanghvi and as per RTA list, it corresponds to Rajendra Popatlal Patel. As per information furnished by RTA, Rajendra Popatlal Patel had transferred 100 shares to Dina Mehta but name of the Rajendra Popatlal Patel is not present in the DINA MCA list. Further, Rajesh Popatlal Patel's SATISHK 14 AAYPM2723J 100 0.84% share certificate mentions "issued in lieu of UMAR old certificate". However, when inquired, the MEHTA company/RTA could not furnish old certificate for verification and to ascertain the genuineness of shareholding of the suspected seller, Dina Satishkumar Mehta. These 100 shares were dematerialised on 26.04.2012. She sold entire 100 shares in 1 trade to Prem Lata Nahar on 11.05.2012 on-market.

Her name is not present in the MCA list and the RTA list. The share certificate mentioned that it was "issued in lieu of old certificate". However, when inquired, the company/RTA could not furnish old share certificate for verification and to ascertain the genuineness AGWPP5778 PRAGNA 15 60 0.50% of her shareholding. The entity was issued 300 Q PATEL shares by RTA from the Abeyance list and the same were dematerialised on 10.01.2013. Out of these 300 shares, 60 shares were sold in 5 trades during the period 16.01.2013 to 24.01.2013 and the remaining 240 shares were there in her account on 28.01.2013. 61.26% of shares, whose source of acquisition 61.26 Total 7321 is questionable, were sold on-market during % the examination period.

Sd/-

DATE: November 9th, 2015 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA