Order in the matter of Ruchi Soya Industries Ltd[SAT Appeal No.:240/2016][SAT Appeal No.:239/2016][SAT Appeal No.:238/2016][SAT Appeal No.:237/2016][SAT Appeal No.:236/2016][SAT Appeal No.:235/2016][SAT Appeal No.:234/2016]

WTM/PS/51/IVD/JUN/2016 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under sections 11(1), 11(4)(d) and 11B of the Securities and Exchange Board of India Act, 1992 In the matter of trading in the shares of Ruchi Soya Industries Limited. In respect of - S.No. Entity PAN 1. Aventis Biofeeds Private Limited AAECA0863E 2. Navinya Multitrade Private Limited AACCN9662J 3. Uni24 Technosolutions Private Limited AABCU2171N 4. Sunmate Trade Private Limited AAOCS9796A 5. Shreyans Credit and Capital Private Limited AAMCS7878M 6. Betul Oils and Feeds Private Limited AACCB8638E 7. Betul Minerals and Constructions Private Limited AADCB7050M

1. Securities and Exchange Board of India (“SEBI”), undertook a preliminary examination into the trading activities of certain entities in the scrip of Ruchi Soya Industries Limited (“Ruchi Soya” or “the Company”) on September 27, 2012 for the period from 03:00 pm to 03:30 pm at the National Stock Exchange of India Limited (“NSE”), to ascertain whether there was any violation of the provisions of the Securities and Exchange Board of India Act, 1992 (“the SEBI Act) and the Rules and Regulations made thereunder.

2. The preliminary examination noticed that entities, Aventis Biofeeds Private Limited (Aventis), Navinya Multitrade Private Limited (Navinya), Uni24 Techno Solutions Private Limited (Uni24), Sunmate Trade Private Limited (Sunmate), Shreyans Credit and Capital Private Limited (Shreyans), Betul Oils and Feeds Private Limited (Betul Oils), Betul Minerals and Constructions Private Limited (Betul Minerals), Vision Millennium Exports Private Limited (Vision) and Moebius Credit and Capital Private Limited (Moebius) had executed trades with huge volumes and at a price significantly above the Last Traded Price (LTP) and pushed up the price of the scrip in the crucial last half an hour (i.e. 03:00 pm to 03:30 pm on September 27, 2012) on the expiry day of Ruchi Soya futures contract. These entities by inflating the settlement price had increased the gains on net long positions in futures of the scrip. The investigation also noticed that the trading pattern indicated that there was a concerted attempt by the aforesaid connected entities to artificially manipulate the settlement price and make unlawful gains from the long positions held by them in the futures of the scrip. It was alleged that these entities had allegedly violated section 12A of the SEBI Act and regulations 3 and 4 of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (“the PFUTP Regulations”).

3. Accordingly, SEBI, vide an ad interim ex-parte Order dated February 15, 2013 (“the Interim Order), restrained the aforesaid nine entities from accessing the securities market and further prohibited them from buying, selling or dealing in securities in any manner whatsoever, till further directions. Thereafter, after affording opportunity to file replies and personal hearing, SEBI, vide Order dated December 06, 2013 revoked the directions issued vide the ad interim ex-parte order dated Feb 15, 2013. This Order noted that the matter requires a detailed investigation and also observed that the revocation of the interim order was without prejudice to any enforcement action that SEBI may deem necessary against the aforesaid noticees in the matter, on completion of the investigation.

4. In the detailed investigation conducted by SEBI in the matter, the aforesaid nine entities were classified as ‘suspected entities’. The investigation also observed that the seven suspected entities, namely, Navinya, Shreyans, Aventis, Sunmate, Uni24, Vision and Moebius had traded in the shares of Ruchi Soya Industries Limited on September 27, 2012 during 03:00 pm to 03:30 pm and influenced the settlement price of the Ruchi Soya futures expiring on September 27, 2012. It was also observed that on account of the manipulative trading activities, the suspected entities, namely, Navinya, Shreyans, Betul Minerals, Aventis, Betul Oils, Sunmate and Uni24, who were holding long positions in Ruchi Soya futures expiring on September 27, 2012 had reduced their square-off losses.

5. On the basis of material available in the MCA, fund movements, KYC details and/or a combination of these documents/information, it was observed that the aforesaid nine entities were connected to each other: S. Name of Entity PAN Connection details No.  Transferred funds to Aventis, Navinya, Uni24, 1 Vision AAACV6970B Moebius, Sunmate, and Shreyans

 Common phone number ‘9821994534’ with Aventis, Sunmate, Shreyans, Betul Oils and Betul Minerals  Received funds from Vision 2 Aventis AAECA0863E  Common phone number ‘9821994534’ with Vision, Sunmate, Shreyans, Betul Oils and Betul Minerals 3 Navinya AACCN9662J  Received funds from Vision  Received funds from Vision 4 Uni24 AABCU2171N  Common Director, Nilaykumar Daga with Moebius, Sunmate, Betul Oils and Betul Minerals  Received funds from Vision  Common Director, Nilaykumar Daga with Uni24, 5 Moebius AAHCM4176D Sunmate, Betul Oils and Betul Minerals  Received funds from Vision  Common Director, Nilaykumar Daga with Uni24, Moebius, Betul Oils and Betul Minerals 6 Sunmate AAOCS9796A  Common address ‘117, mittal chambers, Nariman point, Mumbai – 400021’ with Betul Oils  Common phone number ‘9821994534’ with Vision, Aventis, Shreyans, Betul Oils and Betul Minerals  Received funds from Vision  Common address ‘Kothi bazar, Madhya Pradesh – 460001’ with Betul Minerals and Nilaykumar Daga 7 Shreyans AAMCS7878M (director of Uni24, Moebius, Sunmate, Betul Oils and Betul Minerals)  Common phone number ‘9821994534’ with Vision, Aventis, Sunmate, Betul Oils and Betul Minerals  Common Director, Nilaykumar Daga with Uni24, Moebius, Sunmate and Betul Minerals  Common address ‘117, Mittal chambers, Nariman 8 Betul Oils AACCB8638E point, Mumbai – 400021’ with Sunmate  Common phone number ‘9821994534’ with Vision, Aventis, Sunmate, Shreyans and Betul Minerals  Common Director, Nilaykumar Daga with Uni24, Moebius, Sunmate and Betul Oils  Common address ‘Kothi Bazar, Madhya Pradesh – 460001’ with Shreyans and Nilaykumar Daga 9 Betul Minerals AADCB7050M (director of Uni24, Moebius, Sunmate, Betul Oils and Betul Minerals)  Common phone number ‘9821994534’ with Vision, Aventis, Sunmate, Shreyans and Betul Oils

6. The following are the other findings of SEBI in the investigation: (a) Ruchi Soya Industries Limited (Ruchi Soya) was incorporated on January 1, 1986. It is engaged in the manufacture of edible oils, vanaspati, bakery fats and soya foods. It was promoted by 41 entities who together hold 53.91% of the shares. It became a public listed company in the year 1999. It is listed on the BSE and NSE. The share price of Ruchi Soya as on August 17, 2015 was Rs.35.00 at BSE and Rs.35.15 at NSE.

(b) Trading by the suspected entities in NSE (cash market) from 15:00:00 to 15:30:00 on September 27, 2012: The trading activity of the suspected entities during the investigation period, in the scrip of Ruchi Soya is as under:

% of % of Traded Traded among Traded % of total % of total among suspected S.No Total buy Total Sell among Entity Name buy qty to sell to suspected entities to qty qty suspected Mkt. vol Mkt. vol entities suspected entities to Mkt. entities traded vol vol 1 Aventis 2900000 21.85% 0 0 754217 5.68% 26.01% 2 Moebius 2000000 15.07% 0 0 245689 1.85% 12.28% 3 Navinya 1130315 8.52% 420000 3.16% 0 0 0 4 Shreyans 600000 4.52% 0 0 61763 0.47% 10.29% 5 Sunmate 700000 5.27% 0 0 133078 1.00% 19.01% 6 Uni24 450000 3.39% 370197 2.79% 0 0 7 Vision 398830 3.01% 420000 3.16% 0 0 Total (of suspected entities) 81,79,145 61.63% 12,10,197 9.12% 11,94,747 9.00% 14.61% Market 1,32,72,015 100.00% 1,32,72,015 100.00%

Betul Oils and Betul Minerals did not trade in the NSE cash market during the investigation period. However, the remaining seven suspected entities bought 81,79,145 shares constituting 61.63% of market traded volume and sold 12,10,197 shares constituting 9.12% of the market traded volume during the investigation period.

The buy trade volume of the suspected entities with respect to the market traded volume at NSE on Sep 27, 2012 is given below. Market Buy Volume of % of Buy volume of % of Suspected traded the Suspected Suspected Entities to Entities Buy volume volume Entities Market Volume as against total buy volume of Suspected Entities September 27, 2012 1,57,92,103 85,54,767 54.17% 100% Last 30 min of trading on Sep 27, 1,32,72,015 81,79,145 61.63% 95.61% 2012 (03:00 pm to 03:30 pm) Last 3 min of trading on Sep 27, 80,26,387 63,96,987 79.69% 74.77% 2012 (03:00 pm to 03:30 pm)

From the above table, it was observed that the buy trades of the suspected entities were concentrated in the last 30 minutes (especially last 3 minutes) of trading on September 27, 2012. It was observed that the buy volume of the suspected entities contributed 61.63% and 79.69% to the market traded volume in the last 30 minutes and last 3 minutes of trading on September 27, 2012 respectively. Thus, it can be inferred that the suspected entities had traded heavily in the scrip on September 27, 2012 only during last half an hour and were also the net buyers during the last half an hour on the said date.

(c) Contribution of Suspected entities to the LTP: The investigation observed that the suspected entities had contributed to the price rise of the scrip during the investigation period. The following table shows their contribution to LTP. All trades LTP Diff. > 0 LTP Diff. < 0 LTP Diff. =0 % of Total Name mkt LTP No of LTP No of No of No of (Buy side) Qty Trd Qty Trd LTP impact Qty Trd Qty traded Positive impact trades impact trades trades trades LTP Aventis 25.05 2900000 1362 25.05 392281 143 0 0 2507719 1219 7.29% Moebius 16.45 2000000 933 16.45 231586 114 0 0 0 1768414 819 4.78% Sunmate 10.6 700000 105 10.6 264906 38 0 0 0 435094 67 3.08% Shreyans 6.9 600000 126 6.9 164955 32 0 0 0 435045 94 2.01% Navinya -1.2 1130315 634 2.95 26780 52 -4.15 138121 73 965414 509 0.86% Uni24 -1.45 450000 331 1 2421 18 -2.45 76929 47 370650 266 0.29% Vision -0.8 398830 43 0 0 143 -0.8 7095 12 391735 31 0 Total 55.55 8179145 3534 62.95 1082929 397 -7.4 222145 132 6874071 3005 18.31% Trade amongst 2.3 1194747 25 2.3 214508 7 0 0 0 980239 18 group 0.67% Market 16.75 13272015 14003 343.8 1747092 2128 -327.05 1333428 1797 10191495 10078 100% From the above table, it was observed that the suspected entities contributed 18.31% to the market positive LTP. It was observed that amongst the suspected entities, the buy trades of Aventis, Moebius, Shreyans and Sunmate had greater impact on the market positive LTP and positive net LTP contribution. Therefore the buy trades of these 4 entities were analysed further. Order book analysis was done with respect to the buy trades of Aventis, Moebius, Shreyans and Sunmate.

(d) Order Book Analysis of Aventis: The buy orders analysis of Aventis is given below: Sr. Buy Order No. Buy Modify Modify Sell Orders Total sell Average total no. Executed trades N Order Bid Buy pending at vol of shares ask price of Sell [Price range (Rs.) : o. Modified price / Vol Modified time offered at per share Orders no. of shares] time LTP with price the sell price (Rs.) range range Aventis 1 2012092742196468 15:28:05 88/72.1 4 lakh 72.05-75 2,96,163 73.98 500 72.1-75 : 2,96,163 75.1-80 7,16,097 77.6 702 75.1-77 : 1,03,837 80.1-89.05 1,07,53,015 84.4 393 Total : 4 lakh 2 2012092742190719 15:28:17 88/73.5 5 lakh 74-80.9 8,763,23 78.3 531 74-77 : 4,833,52 81-87.9 9,01,428 83.77 286 77.1-77.9 : 16648 88-89.05 98,47,890 88.20 74 Total : 5 lakh 3 2012092742159097 15:28:42 88/82.1 5 lakh 83-85 2,006 84 3 87-87.9 1,35,246 87.5 13 83-87.9 : 1,37,252 88 38,32,863 88 43 88 : 3,62,748 88.2-89.05 60,45,027 88.6 36

Total : 5 lakh 4 2012092742159987 15:28:45 88/84 5 lakh 85-87 1,14,401 86.1 11 85-87 : 1,14,401 88 34,70,115 88 21 88 : 3,85,599 88.2-89.05 6039027 88.64 34 Total : 5 lakh 5 2012092742160747 15:28:48 88/85 5 lakh 86-87.95 2,09,597 87.6 26 86-87.9 : 2,08,097 88 30,92,133 88 27 88 : 2,91,903 88.2-89.05 60,24,027 88.64 33 Total : 5 lakh 6 2012092742155500 15:28:51 88/85.3 5 lakh 87-87.95 1,01,990 87.74 15 87-87.95 : 1,01,990 88 28,01,757 88 31 88 : 3,98,010 88.2-89.05 60,09,027 88.64 32 Total : 5 lakhs

It is observed that Aventis had modified the bid price of orders at sl.no. 1 and sl.no.2 to Rs. 88 when the LTP was Rs. 72.1/73.5 and the required quantity was available at lesser price itself. Aventis increased the LTP of the scrip with its subsequent trades also. Thus, it was observed that Aventis had deliberately placed order at prices higher than the LTP to increase the price of the scrip. The orders were modified to higher prices and the trades were executed mainly during the last 3 minutes of the trading on September 27, 2012. These trades of Aventis contributed to positive LTP and Net LTP of the scrip. Thus, Aventis contributed to the price rise of the scrip allegedly in a fraudulent manner.

(e) Order Book Analysis of Moebius: The buy orders analysis of Moebius is given below: Sr. Buy Orders Modified Modify Mo Sell Orders Total sell Average total no. Executed trades N time Bid dify pending at vol of ask of Sell [Price range (Rs.) : o. price / Buy Modified shares price Orders no. of shares] LTP Vol time with offered at per (Rs.) price range the sell share price range Moebius 1 2012092742166537 15:28:29 88/76.5 5 76.5-80 6,19,008 78.96 321 lakh 76.5-78 : 2,13,537 80.1-87.9 9,19,717 83.55 311 78.1-80 : 2,86,463 88-89.05 98,47,890 88.26 74 Total : 5 lakhs 2 2012092742175818 15:28:34 88/78.8 5 78.8-82 1,92,831 81.1 123 lakh 78.8-82.9 : 2,14,315 82.2-87.9 8,85,417 84.69 204 83-84 : 2,85,685 88-89.05 98,47,890 88.27 74 Total : 5 lakhs 3 2012092742164332 15:28:40 88/82 5 83-85.8 3,60,166 84.67 66 lakh 83-85 : 3,52,545 86-87.9 2,50,080 86.65 57 85.5-87 : 1,47,455 88-89.05 98,65,890 88.28 76 Total : 5 lakhs 4 2012092742176535 15:28:53 88/85.3 5 85.3-87.9 31,306 86.87 11 lakh 85.3-87.9 : 31,306 88 24,10,748 88 25 88 : 4,68,694 88.2-89.05 60,08,033 88.67 33 Total : 5 lakhs

It is observed that Moebius modified the bid price of orders at sl.nos. 1, 2 and 3 to Rs. 88 when the LTP was in the range of Rs. 76.5 to 82/- and the required quantity was available at a lesser price. Thus, it was observed that Moebius had deliberately placed order at prices higher than LTP to increase the price of the scrip. The orders were modified to higher prices and the trades were executed mainly during the last 3 minutes of the trading on September 27, 2012. These trades of Moebius contributed to positive LTP and Net LTP of the scrip and that such contribution was allegedly made in a fraudulent manner.

(f) Order Book Analysis of Sunmate: The buy orders analysis of Sunmate is given below: Sr. Buy Orders Modified Modify Mo Sell Orders Total sell Average total no. Executed trades N time Bid price dify pending at vol of ask of Sell [Price range (Rs.) : o. / LTP Buy Modified shares price Orders no. of shares] (Rs.) Vol time with offered at per price range the sell share price range Sunmate 1 2012092742394852 15:29:32 88/85 1 85-87 69,777 85.8 16 lakh 85-87 : 69,777 88 21,09,105 88 43 88 : 30,223 88.2-96 61,55,356 90.3 73 Total: 1 lakh 2 2012092742394174 15:29:39 88/84.8 1 84.8-87.95 2,46,706 87.38 58 lakh 84.8-87.7 : 1,00,000 88 20,75,482 88 45 88.2-96 61,85,276 90.6 79 Total: 1 lakh 3 2012092742392344 15:29:45 88/86 1 86-87.95 1,76,934 87.59 16 lakh 88 20,75,483 88 46 86-87.9 : 1,00,000 88.2-96 62,03,361 90.56 86 Total: 1 lakh 4 2012092742391294 15:29:47 88.2/87 1 87.7-88 21,62,056 87.97 58 lakh 87.7-87.9 : 53,585 88.2 60,00,000 88.2 12 88 : 46,415 88.35-96 2,02,460 90.99 72 Total: 1 lakhs 5 2012092742389811 15:29:50 88.2/87.1 1 87.7-87.9 41,000 87.8 9 lakh 87.7-87.9 : 41,000 88-89.95 70,01,062 88.44 89 88 : 59,000 90-96 1,66,354 92.72 38 Total: 1 lakh 6 2012092742388320 15:29:53 88.2/87.1 2 87.5 - 87.9 47,499 87.76 10 lakh 87.5-87.9 : 47,499 88 - 89.95 69,45,678 88.44 94 88 : 1,52,501 90-96 1,66,356 92.61 40 Total: 2 lakh

It was observed that Sunmate modified the bid price of orders at sl.no. 2 and sl.no. 3 to Rs. 88 when the LTP was Rs. 84.8 - 86 and also when the required quantity was available at lesser price. Thus, Sunmate had deliberately placed order at prices higher than LTP to increase the price of the scrip. The orders were modified to higher prices and the trades were executed mainly during the last 3 minutes of the trading on Sep 27, 2012. These trades of Sunmate contributed to positive LTP and Net LTP of the scrip and the same were allegedly made in a fraudulent manner.

(g) Order Book Analysis of Shreyans: The buy orders analysis of Shreyans is given below: Sr. Buy Orders Modified Modify Mo Sell Orders Total sell Average total no. Executed trades N time Bid price dify pending at vol of ask of Sell [Price range (Rs.) : o. / LTP Buy Modified shares price Orders no. of shares] (Rs.) Vol time with offered at per price range the sell share price range Shreyans 1 2012092742398061 15:29:29 88/84 2 84.8-87.95 1,61,724 86.88 56 lakh 84.8-87.9 : 1,58,724 88 21,47,406 88 44 88 : 41,276 88.2-96 61,04,356 90.25 71 Total: 2 lakh 2 2012092742402207 15:29:34 88/85 1 85-87.9 2,95,799 86.72 15 lakh 85 : 1,00,000 88 20,78,882 88 43 Total: 1 lakh 3 2012092742383425 15:29:42 88/85.5 2 85.5-87.95 2,58,602 87.7 47 lakh 85.5-87.9 : 2,00,000 88 20,75,483 88 46 88.2-96 62,00,461 90.57 84 Total: 2 lakh 4 2012092742374418 15:29:55 88.2/87.5 1 87.8-87.95 30,200 87.86 5 lakh 87.8-88 : 1,00,000 88-88.2 67,55,670 88.03 58 88.35-96 2,05,363 90.94 78 Total: 1 lakh

It was observed that Shreyans modified the bid price of orders at sl.no. 2 and sl.no. 3 to Rs. 88 when the LTP was Rs. 85 – 85.5 also when the required quantity was available at lesser price. Further, this entity was found to have increased the LTP through its subsequent trades also. Therefore, Shreyans had deliberately placed order at prices higher than LTP to increase the price of the scrip. The orders were modified to higher prices and the trades were executed mainly during the last 3 minutes of the trading on September 27, 2012. These trades of Shreyans contributed to positive LTP and Net LTP of the scrip and the same were therefore done allegedly in a fraudulent manner.

(h) Contribution to New High Price (NHP) by suspected entities - During the investigation period, the price of the Ruchi Soya at NSE moved from Rs. 70.65 to Rs. 88.0, an increase of Rs. 17.35. It was observed that Moebius and Aventis had contributed to 85% to the NHP. The following details are relevant in this regard:

S.No. Entity Name No. of NHP Sum of NHP NHP contribution NHP contribution trades Quantity (in Rs.) to total market NHP (in %) 1 Moebius 10 14143 9.1 52.45% 2 Aventis 8 73009 5.65 32.56% Total 18 87152 14.75 85.01% Market 26 90018 17.35 100%

Order book analysis was carried out for the top 10 trades of Moebius and Aventis which resulted in the NHP. It was observed that the buy trades of these entities which contributed to NHP were the same trades that contributed to positive LTP and net LTP, as discussed above.

(i) During the investigation period, it was also observed that the suspected entities had traded amongst themselves. Details thereof are given as under: Sell Sell vol of within Suspected Total Sell vol suspected Buyers Aventis Moebius Shreyans Sunmate entities of Suspected entities within entities as % of themselves total sell vol Sellers Trd Qty LTP Trd Qty LTP Trd Qty LTP Trd Qty LTP Navinya 280000 0 70000 0 - - 70000 0 420000 420000 100% Vision 264217 0.05 85783 0.1 16740 0.05 51260 0 418000 420000 99.52% Uni24 210000 1.05 89906 0 45023 0.05 11818 1 356747 370197 96.37% Total 754217 1.1 245689 0.1 61763 0.1 133078 1 1194747 1210197 98.72%

It was observed that 98.72% of the sell trades of the suspected entities had matched with the others entities pertaining to the suspected entities only. The trades among the suspected entities contributed Rs. 2.3 to the LTP which is 0.67% of market positive LTP during the investigation period.

On the analysis of the sell orders of Navinya, Vision and Uni24, it was observed that these entities placed sell orders with a limit price of Rs. 88 significantly higher than the LTP of Rs.71/-. As the sell order price was higher than the LTP, the sell orders were not executed. When the suspected entities placed buy orders for the same price i.e. Rs. 88 beginning 03:28:05 pm, the orders matched and the trades were executed. Therefore, the suspected entities had established a higher trading price of Rs. 88 in the market by executing matched trades at higher prices amongst themselves, allegedly in a fraudulent manner.

(j) Trade details of suspected entities in the NSE Futures market: It was observed that seven of the nine suspected entities were holding net long positions in the scrip as on September 27, 2012 and one suspected entity, namely, Vision was holding short position in Ruchi Soya futures. Moebius was not holding any position in the futures of Ruchi Soya. The trading pattern of the eight suspected entities and their built-up positions for September 27, 2012 expiry has been depicted below:

(Qty in lakhs) S. September, 2012 On Sep 27, Net Long on Sep August 2012 Net Long shares as on N Name (Upto 26th) 2012 27, 2012 (date) (%) o Buy Sell Buy Sell Buy Sell 1 Navinya 13.72 0 0 0 13.72 (Aug 27) (21.03%) 0 0 13.72 2 Shreyans 9.88 0 0.68 0.24 10.32 (Sep 13) (15.82%) 2.84 0 13.16 3 Betul Minerals 13 0 0 0 13.00 (Aug 30) (19.93%) 0 0 13 4 Aventis 11.2 0.2 0 0 11.00 (Aug 27) (16.86%) 0.24 0 11.24 5 Betul Oils 11 0 0 3.36 7.64 (Sep 24) (11.71%) 2.6 0 10.24 6 Sunmate 10.76 0 1.24 4.64 7.36 (Sep 25) (11.28%) 1.04 0 8.4 7 Uni24 12.2 0 0 10 2.20 (Sep 24) (3.37%) 0 0 2.2 8 Vision 3.48 0 0 7.4 (3.92)(Sep 24) 0 0 (3.92) Total 85.24 0.2 1.92 25.64 65.24 6.72 0 71.96

It is observed that four of the eight suspected entities mentioned in the table above, increased their long positions in the Ruchi Soya futures on the day of the contract expiry and bought 6.72 lakh futures contracts on September 27, 2012.

The settlement price in futures market on the last date of expiry is calculated on the basis of the last half an hour Volume Weighted Average Price (VWAP) in the cash market. Any positive impact on the closing VWAP would positively impact the settlement price in the derivative segment. The suspected entities traded heavily on September 27, 2012 mainly during 15:00 hrs to 15:30 hrs and had established new high price in the cash segment of the scrip. This is the period which is taken for consideration of the calculation of the settlement price of the futures contracts. Through their alleged manipulative trades, as brought out above, these suspected entities had managed to artificially establish higher settlement price in the futures of Ruchi Soya on September 27, 2012, which finally closed at Rs. 78.65. Hence, it is evident that the suspected entities traded heavily in the scrip at higher prices during last half an hour on Sep 27, 2012 to get a better future settlement price.

The act of artificially impacting the settlement price in the derivative segment is known as ‘marking the close’. The aforesaid scheme of “marking the close” devised by the suspected entities enabled the seven suspected entities who were holding long positions in the Ruchi Soya futures on September 27, 2012 to reduce their losses arising out of their long positions.

The settlement price of Ruchi Soya futures on September 27, 2012 is Rs.78.65. If impact caused on account of the manipulative trades are excluded from the calculation of the settlement, the settlement should have ideally been Rs. 70.65/-. It is therefore clear that the suspected entities had impacted the settlement price of the scrip by Rs. 8.00 per share (i.e., Rs. 78.65-Rs. 70.65) by way of manipulating the traded price of the scrip in the cash segment.

(k) Alleged Violations: From the above manner of trading by the suspected entities, it is alleged that they have contravened the provisions of section 12 A (a), (b), (c) of the SEBI Act read with regulations 3 (a), (b), (c) & (d), 4 (1) and 4 (2) (a), (e) of the PFUTP Regulations.

(l) Gains made by the suspected entities - A comparison of the square-off gains / losses earned by the long positions of the suspected entitles at a price of Rs.70.65 (the settlement price if the alleged price manipulation had not been done by the suspected entities) as against the actual settlement price of Rs. 78.65 is given below: (Value in lakhs) Net Net position Square- Diff in Long in Net Buy Sett value at Square-off Sett. Value at acquired off gain Square- S.No Entity futures Value of sett. price of gain / loss revised sett. in cash / loss @ off gain. Name (as on the long Rs. 78.65 (in @ Rs. price of Rs. market (as Rs. / loss Sep 27, posn Rs) 78.65 70.65 (in Rs) on Sep 70.65 (in Rs.) 2012) 27,2012) A B C D=A*78.65 E=D-B F=A*70.65 G=F-B H=E-G 1 Navinya 13.72 1162.59 7.1 1079.078 -83.51 969.318 -193.27 109.76 2 Shreyans 13.16 1074.44 6.01 1035.034 -39.41 929.754 -144.69 105.28 3 Betul 13.00 0 1098.93 1022.45 -76.48 Minerals 918.45 -180.48 104 4 Aventis 11.24 949.46 32.72 884.026 -65.43 794.106 -155.35 89.92 5 Betul Oils 10.24 876.49 0.016 805.376 -71.11 723.456 -153.03 81.92 6 Sunmate 8.4 738.01 4.9 660.66 -77.35 593.46 -144.55 67.2 7 Uni24 2.2 332.15 0.79 173.03 -159.12 155.43 -176.72 17.6 Total 71.96 6232.07 71.34 5659.65 -572.41 5083.97 -1148.1 575.68 From the above table, it can be noticed that the suspected entities had reduced their losses by Rs. 5.76 crores through their manipulative trades in the cash market which resulted in a higher futures price.

7. Considering the alleged connection amongst the said nine entities, the manner of trading by impacting the LTP, executing matched trades, as discussed in this Order, it is reasonable to view all of them as a ‘group’ and make them jointly and severally liable for the alleged illegal profits/avoidance of loss made while dealing in the shares of Ruchi Soya. I note that the entities are aware of the investigations as also the likely findings of the investigation, in the light of the evidences gathered and the statements given during the investigation. All these factors point to the possibility that the entities involved may divert the unlawful gains. Therefore, in order to prevent such entities from diverting the funds and to safeguard the interests of securities market, it becomes necessary for SEBI to take urgent preventive steps of impounding and retaining the proceeds by way of an interim measure. As the alleged gains/avoidance of losses were made during the year 2012, it becomes reasonable and necessary to levy an interest at the rate of 12% simple interest per annum. The alleged gains/avoidance of losses along with the interest is arrived at as follows: Profit / Loss Avoided (Amount in Entity Name PAN Rs.) Navinya Multitrade Private Limited AACCN9662J 1,09,76,000 Shreyans Credit and Capital Private AAMCS7878M Limited 1,05,28,000 Betul Minerals and Constructions AADCB7050M Private Limited 1,04,00,000 Aventis Biofeeds Private Limited AAECA0863E 89,92,000 Betul Oils and Feeds Private Ltd AACCB8638E 81,92,000 Sunmate Trade Private Ltd AAOCS9796A 67,20,000 Uni24 Techno Solutions Private Ltd AABCU2171N 17,60,000 Total 5,75,68,000*

*Alleged unlawful profits made on September 27, 2012 by the above entities. Interest @ 12% on the said amount from 28/09/2012 till 07/06/2016 is Rs.2,55,31,802/-. 8. Accordingly, as an interim measure, an ad-interim ex-parte Order for impounding such alleged profits under section 11(4)(d) of the Securities and Exchange Board of India Act, 1992 needs to be issued against the suspected entities. 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 by virtue of section 19 read with sections 11(1), 11(4)(d) and 11B of the SEBI Act, 1992, hereby impound the alleged unlawful gains of a sum of ₹8,30,99,802/- (alleged gain of `5,75,68,000/- + interest of `2,55,31,802/- (from 28.09.2012 to 07.06.2016), jointly and severally from persons/entities tabulated below:

S. No. Name Permanent Account Number 1 Navinya Multitrade Private Limited AACCN9662J 2 Shreyans Credit and Capital Private Limited AAMCS7878M 3 Betul Minerals and Constructions Private Limited AADCB7050M 4 Aventis Biofeeds Private Limited AAECA0863E 5 Betul Oils and Feeds Private Limited AACCB8638E 6 Sunmate Trade Private Limited AAOCS9796A 7 Uni24 Techno Solutions Private Limited AABCU2171N

9. The Banks are directed that no debits shall be made, without permission of SEBI, in respect of the bank accounts held by all the persons/entities tabulated in the paragraph above, except for the purposes of transfer of funds to the escrow account as directed herein below. Further, the Depositories are also directed that no debit shall be made, without permission of SEBI, in respect of the demat accounts held by the above said persons. However, credits, if any, into the accounts maybe allowed. The Banks and the Depositories are directed to ensure that all the above directions are strictly enforced. Further, debits may also be allowed for amounts available in the account in excess of the amount to be impounded. Banks are allowed to debit the accounts for the purpose of complying with this Order.

10. The persons/entities tabulated in paragraph 8 above are also directed not to dispose off or alienate any of their assets/properties/securities, till such time the amounts mentioned in paragraph 8 are credited to an escrow account {“Escrow Account in Compliance with SEBI Order dated June 07, 2016 – A/c (in the name of the respective persons/entities)”} created specifically for the purpose in a Nationalized Bank. The escrow account/s shall create a lien in favour of SEBI and the monies kept therein shall not be released without permission from SEBI. Banks are allowed to debit the accounts for the purpose of complying with this order. On production of proof by any of the persons, mentioned in paragraph 8, that the said money is deposited in the escrow account, SEBI shall communicate to the Banks and Depositories to defreeze the accounts.

11. Further, the persons against whom this Order is issued are directed to provide, within 7 days of this Order, a full inventory of all their assets and properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form and details of companies in which they hold substantial or controlling interest.

12. The above direction shall come into force with immediate effect.

13. This Order is without prejudice to the right of SEBI to take any other action that may be initiated against the persons/entities covered under this Order, in accordance with law. The persons/ entities against whom this Order has been passed may file their replies to SEBI within 21 days from the date of receipt of this Order. They may also indicate in their replies whether they wish to avail an opportunity of personal hearing in the matter.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: June 07, 2016 Place: Mumbai