Order in the matter of Sawaca Communications Ltd.

WTM/RKA/IVD/134/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under Section 11(4) read with 11B of the Securities and Exchange Board of India Act, 1992 read with regulations 11 and 12 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 1995. In respect of Sawaca Communications Ltd.

1. Sawaca Communications Ltd. (hereinafter referred to as “Sawaca” or the noticee) is a company having its shares listed at Bombay Stock Exchange Limited (BSE) and Ahmedabad Stock Exchange (ASE). During the period October 1999 to March 2000, a significant price rise accompanied with significant increase in volume was observed in the scrip of Sawaca. In view of the volatility in the price of the scrip of Sawaca, SEBI initiated investigation in the tradings in the scrip of Sawaca for the period October 1999 to March 2000 (hereinafter referred to as “the investigation period”). 2. The investigation inter alia revealed that: (a). Sawaca was promoted by Mr. Kirtibhai Doshi, Mr. Kaushik Ramanuj, Mr. Pinakin Patel, Mr. Kalpesh Trivedi, Mr. Dilip Shah, Mr. Bakulbhai Shah, Mr. Jyotsanaben Shah, Sawaca Finance Ltd., Mr. Bhupendra Shah, Mr. Rajesh Jhaveri, Mr. Pankaj Desai, Mr. Satish Shah, Ms. Shetal Shah, Mr. Girishkumar Shah, Mr. Anantrai Desai. (b). Mr. Satish Shah, Ms. Shetal Shah, Mr. Vishal Shah and Ms. Jyotsna Shah were the directors of Sawaca during the relevant time. (c). The price of the scrip at BSE during the period October 01, 1999 to March 31, 2000 ranged between `19.35 and `106. prior to September 15, 1999, the trading in the scrip of Sawaca was more or less infrequent and the volumes started picking up from October 1999. (d). Investigation also observed that the following were the top members in terms of gross purchase and gross sales during the period October 1999 to March 2000 on BSE. Table no. 1: Members having highest trading concentration Stock Broker Purchase Sales Net Gross B M Gandhi 559200 671500 -112300 1230700 Shrikant G Mantri 150800 795300 -644500 946100 Prabhudas Leeladhar 181200 335000 -153800 516200

Order in the matter of Sawaca Communications Limited

Ramanlal D Shah 196000 296800 -100800 492800 Acme Shares & Stock 148600 256000 -107400 404600 Dipachand Taswala 196300 199100 -2800 395400 BNR Capital Services P Ltd. 223600 170100 53500 393700 Active Fin stock P L 105300 123400 -18100 228700 Action Financial Services Ltd. 131400 93600 37800 225000 IKM Investor Ser P L 121500 83100 38400 204600 SSKI 126100 78100 48000 204200 Vyomit Sh St & Invest 80400 115000 -34600 195400 Latin Manharlal 110000 84000 26000 194000 Sykes & Ray Equities 56700 94500 -37800 151200 RBK Share Broking 67600 64600 3000 132200 TCP Stock Brokers 71800 35400 36400 107200 Veekarant Stock & Fin 6200 53700 -47500 59900 (e). On January 05, 2000, Sawaca had made preferential allotment of 50,00,000 shares of `10/- at par amounting to a total of `5 crore. The details of preferential allotment is as under: Table no. 2: List of Preferential Allottees Sl. no. Allottee No. of Shares 1. Mayekar Investments Pvt. Ltd 2,00,000 2. Havmore Stock Broking Pvt. Ltd. 2,00,000 3. Goldmist Equifin (P) Ltd. 2,00,000 4. Harvic Management Services (P) Ltd. 2,00,000 5. B. Kumar Overseas Ltd. 4,00,000 6. Mr. Pankaj Desai 2,00,000 7. Mr. Anantrai Desai 2,00,000 8. Mr. Sumit Desai 2,00,000 9. Mr. Rajesh Jhaveri 2,00,000 10. Mr. Bhupendra Shah 1,00,000 11. Mr. Hemang Jangla 2,00,000

12. Mr. Satish Shah 8,00,000 13. Ms. Shetal Shah 7,00,000 14. Mr. Vishal Shah 7,00,000 15. Ms. Jyotsna Shah 3,00,000 16. Mr. Dipen Shah 1,00,000 17. Mr. Babulal Shah 1,00,000 Total 50,00,000 (f). However, as on January 05, 2000, i.e., the date of preferential allotment, only `4.76 crore were credited in the bank account of Sawaca as against total receivable consideration of `5 crore. Further, on the same date, approximately `4.71 crore were debited from the bank account of Sawaca. Thus, Sawaca did not receive actual consideration for shares allotted to the respective allottees in the preferential allotment. (g). From the transfer records submitted by share transfer agent, it was observed that the following promoter entities of Sawaca had sold their shares in the company during the period October 01, 1999 to March 31, 2000 as detailed in the following table: Table no. 3: Promoters /Sellers Folio No. Seller No. of Shares 0000016 Satishbhai R Shah 2,50,000 0000017 Jyostnaben S Shah 2,58,300 0000009 Sawaca Finance Ltd. 4,01,500 Total 9,09,800 (h). Of the above seller promoters, Mr. Sathishbhai Shah and Ms. Jyotsnaben S. Shah had received shares pursuant to the preferential allotment also. (i). During the period October 1999 to March 2000, the following entities from the public category sold the shares of Sawaca (10,000 shares and above):

Table no. 4: Public/Sellers Folio No. Sellers No. of Shares 0004974 Vijaykishan Daulal 11,300 0004978 Bhumica Lease Finance Ltd. 11,700 0004975 Rameshbhai Patel 14,900

0004976 Rita R Shah 23,000 0004981 Vinod Kumar Mohalal Patel 29,200 0004977 Dilip Kumar Haribhai Chaudhary 39,100 0004985 Willow Woods Corporation 92,000 0004986 Vijaya Bank A/c Shri Ram 1,18,200 0005144 Danhem Holding & Investments (P) Ltd. 19,200 0005149 Havemore Stock Broking Pvt. Ltd. 20,600 0005148 Havemore Financial Services India Ltd. 29,800 0005150 Aroma Fashions Ltd. 45,800 0005147 Glodmist Equifin Pvt. Ltd. 49,800 Total 5,04,600 (j). During the period October 1999 to March 2000, the following entities from the public category bought the shares of Sawaca (10,000 shares and above). Table no. 5: Public/Buyers

No. of Shares Folio No. Sellers 10,000 0006571 Nina Puri 10,000 0006572 Rachna Jhunjhunwala 10,000 0006813 Sandeep Koshti 10,000 0007381 Reetika Puri 10,800 0005287 Sangeeta R Daryarani 12,200 0006371 Madhukar Sheth 13,000 0005324 Vishva Nath 13,800 0006367 Bandi Suresh Babu 50,000 0006164 Hemang D Jangla 50,000 0006167 Vibha Jangia 50,000 0006558 Kalpesh K Chawalla 51,500 0007246 Sangeeta Chawalla 1,00,000 0006163 Kirtida P Desai 20,000 0006605 R N Consultants Pvt. Ltd.

50,000 0006165 Shagufta Investments Pvt. Ltd. 50,000 0006166 Mayekar Investment Pvt. Ltd. 1,00,000 0005144 Danhem Holding & Investments (P) Ltd. 1,00,000 0005147 Goldmist Equifin Pvt. Ltd. 1,00,000 0005149 Havmore Stock Broking Pvt. Ltd. 1,00,000 0005150 Aroma Fashions Ltd. 1,03,300 0005148 Havmore Financial Services India Ltd.

(k). Out of the aforesaid entities, Mr. Bandi Suresh Babu, Mr. Hemang D Jangla, Mr. Kalpesh K Chawalla, Ms. Sangeeta Chawalla, Mr. Kirtida P Desai, Shagufta Investments Pvt. Ltd., Mayekar Investment Pvt. Ltd., Goldmist Equifin Pvt. Ltd., Havmore Stock Broking Pvt. Ltd., Aroma Fashions Ltd. and Havmore Financial Services India Ltd. were connected to Mr. Mahendra A Shah, Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd., who have been involved in the manipulations of the scrip. (l). Mr. Mahendra A. Shah who was later appointed as the Managing Director of Sawaca was by far the largest seller in the scrip of Sawaca. (m). Mr. Mahendra A. Shah resorted to creating artificial volumes through Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. and at the same time offloaded the shares through Mr. Rajesh N. Jhaveri and others. (n). The trading pattern indicated that Mr. Mahendra A. Shah, Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. were responsible for the creation of artificial volume and price rise in the scrip during the investigation period. (o). The total quantity of shares traded during the period under consideration was approximately 1.05 crore shares and the gross quantity traded by Mr. Mahendra A. Shah 19.61 lakhs shares (approximately 19% of the total shares of Sawaca traded on the exchange). (p). The scrip of Sawaca was more or less dormant till September 1999 and volumes started picking up only when Mr. Mahendra A. Shah, Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. started trading in the scrip. (q). Between October 01, 1999 to January 04, 2000 the price of the scrip varied between `19.35 and `106. (r). Mr. Rajesh N. Jhaveri, one of the promoters of Sawaca, was also the authorized representative of M/s. Rajesh N. Jhaveri (Proprietor: Mr. Gautam N. Jhaveri, brother of Mr. Rajesh N. Jhaveri). (s). Mr. Rajesh N. Jhaveri gave huge orders to influence the price of the scrip and also created artificial/ false appearance of market in the scrip.

(t). Mr. Rajesh N Jhaveri helped the entities connected with the management in offloading the shares in the market. (u). Sawaca and its directors viz; Mr. Satish N. Shah, Ms. Sheetal S. Shah, Ms. Jyotsna S. Shah and Mr. Vishal S. Shah were aware of these developments and allowed the manipulation to take place and it was because of the connivance of Sawaca with Mr. Mahendra A. Shah, Mr. Rajesh N. Jhaveri, Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. that the price of the scrip was artificially increased without any genuine buy or sell interest in the scrip. 3. In view of the aforesaid facts, it was alleged that Sawaca and its directors viz; Mr. Satish N. Shah, Ms. Sheetal S. Shah, Ms. Jyotsna S. Shah and Mr. Vishal S. Shah have violated the provisions of regulation 4(a),(b) and (d) of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 1995 (the PFUTP Regulations, 1995) (since repealed). In view of the same, a show cause notice dated October 26, 2003 (SCN) was issued to the Noticees, under section 11( 4) and 11B of the Securities and Exchange Board of India Act, 1992 calling upon them to show cause as to why suitable directions should not be issued against it for the aforesaid alleged violations. The Noticees had filed their reply.

4. From the records, it is noted that an opportunity of personal hearing was granted to all the Noticees in the SCN by the then Whole Time Member. Further, while the proceedings commenced against the directors of Sawaca, Viz; Mr. Satish N. Shah, Ms. Sheetal S. Shah, Ms. Jyotsna S. Shah and Mr. Vishal S. Shah vide the SCN, have been settled by respective consent orders the proceedings against Sawaca remained pending for logical conclusion. In the interest of justice, before deciding the case in respect of Sawaca, another opportunity of personal hearing was granted to Sawaca before me. The notice in this regard issued to Sawaca sent at its addresses available with SEBI, BSE and the website of the Ministry of Corporate Affairs, was returned undelivered. The notice was also put up on SEBI website under the head 'Unserved Summons/Notices'. Since no response was received from Sawaca in this regard, another opportunity of personal hearing was granted to it and the notice of the same was served on Sawaca through substituted service by way of pasting at its last known address. However, despite such service Sawaca did not avail the opportunity.

5. In view of the above, I am convinced that the principles of natural justice have been complied with in this case and the case can be proceeded with on the basis of material available on record. I note that the charge against Sawaca as alleged in the SCN is that Sawaca and its directors knowingly allowed the manipulation. Further, because of the connivance of Sawaca with Mr. Mahendra A. Shah, Mr. Rajesh N. Jhaveri, Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd., the price of the scrip was artificially increased without any genuine buy or sell interest in the scrip. 6. I note that Sawaca has made following submissions in its reply to the SCN: "(a) The names of sellers of shares of the company during the period October 1999 to March 2000. In the said list of sellers, the names of Satishbhai R. Shah, Jyotsnaben S. Shah and Sawaca Finance Ltd do not appear and rightly so because none of the said three persons sold any shares during October 1999 to March 2000. The list of buyers of shares of the company during the period October 1999 to March 2000 may be correct subject to verification of records of the Transfer Agent.

The company is not aware whether some of the sellers and buyers of shares during the period October 1999 to March 2000 and shown in italics are connected to Shri Mahendra A. Shah or Harvic Management Services Ltd or Mayekar Investment Private Limited as alleged or otherwise. It is not true and it is denied that there was any manipulation in the prices of the company's shares as alleged or otherwise. In any case, the company is not concerned with or involved in any such price movement of the company's shares. The company is not concerned with any private dealings of Shri Mahendra A. Shah. (b) As regards the payments received against preferential allotment of shares, it is not true that only `4,76,00,000/- came into the account of the company as against the preferential issue of a total value of `5,00,00,000/-. The entire amount of `5,00,00,000/- has been credited into the account of the Company which if required the company will be able to establish by producing necessary Bank statements. (c) It is not true that Sawaca Communications Ltd or its Directors were aware of the various developments alleged in your notice or that there was any manipulation in the price of shares of the Company or that they allowed the alleged or otherwise.

It is submitted that neither Sawaca nor any of its Directors is guilty of violating provisions of Regulation 4(a), (b) and (d) of SEBI (PFUTP), Regulations 1995 or that they are liable for exemplary actions under Sections 11B or 11(4) of SEBI Act, 1992. You are requested to withdraw the said notice." 7. I have considered the charges against Sawaca and its submissions. Before dealing with charges in this case, I deem it relevant to refer to the provisions of regulations 4(a), (b) and (d) of the PFUTP Regulations, 1995(since repealed) alleged to have been violated by Sawaca. Those provisions are reproduced hereunder: Prohibition against Market Manipulation 4. No person shall - (a) effect, take part in, or enter into, either directly or indirectly, transactions in securities, with the intention of artificially raising or depressing the prices of securities and thereby inducing the sale or purchase of securities by any person;

(b) indulge in any act, which is calculated to create a false or misleading appearance of trading on the securities market; (d) enter into a purchase or sale of any securities, not intended to effect transfer of beneficial ownership but intended to operate only as a device to inflate, depress, or cause fluctuations in the market price of securities;" 8. It is noted from the SCN that on the date of its preferential allotment on January 05, 2001, the following debit and credit entries were noted in the bank account of Sawaca with India Overseas Bank: Table No. 6: Extract of Bank Account Statement of Sawaca Date Cheque Particular Debit (`) Credit (`) Balance(`) No. 05/01/2000 By clearing 4,00,000 51,688.22 05/01/2000 By clearing 40,00,000 40,51,647.22 05/01/2000 662368 To transfer 40,00,000 51,647.22 05/01/2000 By transfer 40,00,000 40,51,647.22 05/01/2000 369 To transfer 40,00,000 51,647.22 05/01/2000 By transfer 40,00,000 40,51,647.22 05/01/2000 371 To transfer 30,00,000 51,647.22 05/01/2000 By transfer 30,00,000 30,51,647.22 05/01/2000 372 To transfer 4,01,000 51,647.22 05/01/2000 By transfer 30,00,000 30,51,647.22 05/01/2000 370 To transfer 40,00,000 51,647.22 05/01/2000 By transfer 40,00,000 40,51,647.22 05/01/2000 375 To transfer 40,00,000 24,51,647.22 05/01/2000 By transfer 20,00,000 44,51,647.22 05/01/2000 384 To transfer 25,50,000 40,50,647.22 05/01/2000 By transfer 40,00,000 50,647.22 05/01/2000 376 To transfer 40,00,000 40,50,647.22 05/01/2000 By transfer 30,50,000 50,647.22 05/01/2000 377 To transfer 40,00,000 40,50,647.22 05/01/2000 By transfer 10,00,000 50,647.22 05/01/2000 378 To transfer 40,00,000 31,00,647.22 05/01/2000 By transfer 40,00,000 41,00,647.22 05/01/2000 379 To transfer 40,00,000 1,00,647.22 05/01/2000 By transfer 40,00,000 41,00,647.22 05/01/2000 380 To transfer 40,00,000 1,00,647.22 05/01/2000 By transfer 25,50,000 41,00,647.22 05/01/2000 381 To transfer 40,00,000 15,50,647.22 05/01/2000 By transfer 40,00,000 41,00,647.22 05/01/2000 382 To transfer 40,00,000 1,00,647.22 05/01/2000 By transfer 6,00,000 6,88,472.00 05/01/2000 386 To transfer 6,00,000 3,472.00 05/01/2000 Total 4,71,51,000 4,76,00,000

9. In view of the above, it has been alleged that Sawaca had not received the real funds in response to its preferential allotment. It is noted that all the debit and credit entries are of the same day, i.e., the date of preferential allotment. Further, the net balance in the aforesaid bank account has remained almost same even after the last credit entry. Sawaca has denied this allegation but has failed to explain by any cogent evidence as to how it had received the consideration in its preferential allotment. I, therefore, have no reason to hold otherwise than alleged in the SCN and find that the aforesaid receipt of consideration for preferential allotment was only a book entry and shares were allotted to several entities including promoter group entities without infusion of funds by them in the company. 10. It is noted that Mr. Mahendra A. Shah along with Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. were trading in the scrip through BSE Members and were the largest contributor to the total volumes in the scrip. Further, these clients/sub brokers formed a cartel and traded through the brokers/sub brokers of BSE during the investigation period.

Mr. Mahendra A. Shah along with Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. were responsible for the creation of artificial volume and the price in the scrip during investigation period as alleged in the SCN. 11. Admittedly, Mr. Mahendra A. Shah had entered in the management of Sawaca from about September 1999 and was formally appointed as its Managing Director on about January 28, 2000. It is undisputed fact that the promoter group entities of Sawaca were connected to Mr. Mahendra A. Shah, Harvic management Services Ltd. and Mayekar Investment Pvt. Ltd. It is also undisputed fact that the promoter entities to whom the shares were allotted in preferential allotment also traded in the scrip during the investigation period. 12. It is further noted that Mr. Rajesh N. Jhaveri, a member of Ahmedabad Stock Exchange had sold the shares mainly on behalf of Mr. Mahendra A. Shah and his associates. Mr. Rajesh N. Jhaveri had admitted that all the trades alleged in this case were on behalf of Mr. Mahendra A. Shah who was the main client trading in the scrip along with Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd., through Mr. Rajesh N. Jhaveri.

I note that Mr. Rajesh N. Jhaveri was also one of the allottees in the preferential allotment made by Sawaca and is also shown as a promoter group person as per the information provided by the Share Transfer Agent. 13. From the order log of BSE, it is observed that the Brokers/sub-brokers have put large orders in the system on several occasions as described in the SCN. It is noted that Brokers/sub-brokers initially sold the shares on behalf of their clients and subsequently also put purchase orders in the system as tabulated below:

Table no. 7 Details of sale and purchase orders in the scrip of Sawaca Broke B/ Rate Quant Disclo Date Time Order No. Client r S ity sed 738 S 27 1000 1000 13/10/1999 10:00:02 738040103 R 738 S 32.30 25000 1000 20/10/1999 12:40:04 7380400073 R0038 738 S 32.30 25000 2500 20/10/1999 12:40:13 7380400074 R0038 738 S 32.30 15000 1500 20/10/1999 12:40:52 738040075 R0038 738 S 32.30 25000 2500 20/10/1999 12:54:14 738040079 R0038 738 S 32.30 40000 4000 20/10/1999 13:11:05 738040082 R0038 738 S 32.30 10000 1000 20/10/1999 14:14:32 738040094 R0038 738 S 32.30 10000 1000 20/10/1999 14:14:59 738040095 R0038 738 S 32.30 10000 1000 20/10/1999 14:15:26 738040096 R0038 738 S 32.30 10000 1000 20/10/1999 14:15:42 738040096 R0038 738 S 32.30 20000 2000 20/10/1999 14:34:24 738040101 R0038 738 S 32.30 20000 2000 20/10/1999 14:34:50 738040102 R0038 738 S 32.30 10000 1000 20/10/1999 15:12:51 738040107 R0038 738 S 32.30 10000 1000 20/10/1999 15:13:17 738040108 R0038 738 S 32.30 13000 1300 20/10/1999 15:13:48 738040109 R0038 738 S 32.30 10000 1000 20/10/1999 15:14:11 738040110 R0038 738 S 32.30 15000 1500 20/10/1999 15:14:32 738040111 R0038 738 S 34.85 10000 1000 20/10/1999 10:21:59 738040124 R0038 738 S 34.85 10000 10000 21/10/1999 10:22:28 738040125 R0038 738 S 34.85 10000 10000 21/10/1999 10:22:51 738040126 R0038 738 S 34.85 10000 1000 21/10/1999 10:23:10 738040127 R0038 738 S 34.85 10000 1000 21/10/1999 11:38:45 738040165 R0038 738 S 34.85 10000 10000 21/10/1999 11:39:10 738040166 R0038 738 S 34.85 40000 40000 21/10/1999 11:39:32 738040167 R0038 738 S 34.85 56000 56000 21/10/1999 11:42:55 738040169 R0038 738 S 29.80 50000 50000 21/10/1999 11:46:43 738040174 R0038 738 B 29.80 25000 25000 21/10/1999 13:39:25 738040233 R0038 738 B 30 25000 25000 21/10/1999 13:39:37 738040234 R0038

738 B 30.10 60000 60000 22/10/1999 10:15:37 738040285 R0038 738 S 33.65 50000 5000 22/10/1999 10:51:10 738040307 R0038 738 S 33.60 50000 5000 22/10/1999 10:51:22 738040308 R0038 738 S 33.65 10000 10000 22/10/1999 14:34:47 738040406 R0038 738 S 36.25 20000 20000 22/10/1999 10:35:21 7380200010 R0038 738 S 36.25 10000 10000 25/10/1999 11:35:54 738040024 R0038 738 B 35 35000 35000 25/10/1999 13:06:03 738040057 R0038 738 S 36.25 15000 15000 25/10/1999 14:25:27 738040090 R0038 738 S 39 10000 1000 27/10/1999 10:11:01 738040189 R0038 738 B 36 55000 55000 27/10/1999 12:07:04 738040243 R0038 738 B 36.10 60000 60000 27/10/1999 14:06:14 738040278 R0038 738 S 36 10000 1000 28/10/1999 10:06:11 738040306 R0038 738 B 35 25000 25000 28/10/1999 10:13:10 738040314 R0038 738 B 35.05 25000 25000 28/10/1999 10:13:27 738040315 R0038 738 B 35.10 25000 25000 28/10/1999 10:14:14 738040316 R0038 738 S 36 10000 1000 28/10/1999 11:02:23 738040342 R0038 738 B 34.50 50000 50000 29/10/1999 11:01:08 738040487 R0038 738 B 34.40 20000 20000 29/10/1999 11:01:25 738040488 R0038 738 B 34.55 30000 3000 29/10/1999 11:59:45 738040518 R0038 738 B 32.40 45000 45000 02/11/1999 14:26:15 738040161 R0038 738 B 32.50 35000 35000 02/11/1999 14:26:44 738040162 R0038 738 B 33 27000 27000 02/11/1999 14:27:56 738040163 R0038 738 S 32.50 400000 4000 03/11/1999 13:19:21 738040231 R0038 738 S 32.50 21100 2100 07/11/1999 19:21:21 738040006 R0038 738 S 32.50 21100 2500 07/11/1999 19:21:32 738040007 R0038 738 S 32.45 21100 2500 07/11/1999 19:21:50 738040008 R0038 738 B 30 10000 10000 09/11/1999 11:14:51 738040097 R0038 738 S 30 14000 14000 11/11/1999 15:23:11 738040265 R0038 738 S 30.50 10000 1000 12/11/1999 10:21:22 738040282 R0038 738 S 43 10000 1000 22/11/1999 10:54:03 738040016 R0038

738 S 46.40 10000 1000 24/11/1999 10:19:18 738040060 R0038 738 B 43.05 10000 1000 26/11/1999 09:44:11 738040224 R0038 738 B 51.60 50000 50000 30/11/1999 15:04:10 738040171 R0038 738 B 53.80 10000 1000 01/12/1999 14:16:45 738040261 R0038 738 B 53.20 10000 1000 01/12/1999 14:17:02 738040262 R0038 738 B 0 10000 1000 01/12/1999 14:27:52 738040261 738 B 0 10000 1000 01/12/1999 14:27:54 738040262 738 S 59 10000 1000 06/12/1999 10:12:13 738040002 R0038 738 B 59.05 50000 50000 06/12/1999 15:08:22 738040059 R0038 738 B 54.05 10000 10000 09/12/1999 10:15:27 738040272 R0038 738 S 62.10 25000 25000 22/12/1999 12:17:58 738010097 R0038 738 B 62.10 100000 100000 22/12/1999 13:58:39 738010130 R0038 738 B 68 30000 30000 24/12/1999 11:30:38 738040351 R0038 738 S 104.90 25000 25000 03/01/2000 09:59:07 738040001 R0038 738 S 104.90 10000 10000 03/01/2000 13:36:51 738040005 R0038 738 B 101 15000 15000 03/01/2000 10:37:19 738040006 R0038 738 B 102 15000 15000 03/01/2000 10:37:34 738040007 R0038 738 B 103 15000 15000 03/01/2000 10:37:42 738040008 R0038 738 S 104.90 15000 15000 03/01/2000 10:45:16 738040012 R0038 738 S 104.90 10000 1000 03/01/2000 11:14:55 738040013 R0038 738 S 104.90 10000 1000 03/01/2000 12:40:24 738040019 R0038 738 B 100 30000 30000 04/01/2000 11:24:31 738040030 R0038 738 B 0 9100 9100 04/01/2000 12:00:39 738040030 R0038 738 S 100 20900 20900 04/01/2000 21:01:11 738040036 R0038 738 B 92.10 25000 2500 05/01/2000 10:18:31 738040086 R0038 738 B 0 23300 1900 05/01/2000 14:04:29 738040086 738 S 92.10 100000 100000 05/01/2000 14:20:42 738040148 R0038 738 S 0 55500 55500 05/01/2000 15:10:41 738040148 738 S 84.75 70000 70000 06/01/2000 13:42:52 738040232 R0038 738 B 72 40000 40000 10/01/2000 10:32:47 738040007 R0038

738 B 75 40000 40000 10/01/2000 10:50:45 738040013 R0038 738 B 0 40000 40000 10/01/2000 10:50:56 738040007 738 B 66.80 15000 15000 11/01/2000 11:19:05 738040070 R0038 738 B 82 30000 30000 19/01/2000 10:49:20 738040153 R0038 738 B 82.50 30000 30000 19/01/2000 10:49:39 738040154 R0038 738 B 83 10000 10000 19/01/2000 10:49:52 738040155 R0038 738 B 82.05 9000 9000 19/01/2000 10:50:12 738040156 R0038 738 B 0 26000 26000 29/01/2000 15:22:36 738040487 R0038 738 B 0 20000 20000 29/01/2000 15:22:38 738040488 R0038 738 B 34.50 20000 20000 29/01/2000 15:32:15 738040668 R0038

14. It is noted from the SCN that the transactions described therein had resulted in the artificial increase in price and volume of the scrip without there being any genuine buy or sell interest in the scrip. Sawaca has not been able to substantiate its denial by any cogent evidence. In the facts and circumstances as described in the SCN and discussed hereinabove, I note that Mr. Rajesh N. Jhaveri had helped the entities connected with management of Sawaca in offloading its shares in the market. The aforesaid facts and circumstances particularly, that Mr. Rajesh N,. Jhaveri being one of the preferential allottees connected with management of Sawaca, he placing orders for the Managing Director of Sawaca and entities connected with him and Sawaca in same trading pattern, etc. clearly indicate that the manipulation in this case was orchestrated and effected with the connivance of Sawaca, its management, Mr. Mahendra A. Shah, Mr. Rajesh Jhaveri, Harvic Management Services Ltd. and Mayekar Investment Pvt. Ltd. I, therefore, find that Sawaca also contravened the provisions of regulations 4(a), (b) and (d) of the PFUTP Regulations, 1995.

15. I am of the considered view that such acts as found in this matter definitely have potential to disturb the market equilibrium and disturb the fair, equitable and efficient functioning of securities market. These types of transactions also pose prudential threat to the market integrity and orderly development of securities market. I, however, note that the transaction in question had taken place long back in the year 1999-2000. The SCN had been issued in the year 2003. I further note that the proceedings commenced by the present SCN against the directors of Sawaca had been settled through consent orders during the year 2008/2009 on payment of monetary settlement terms of `10,000/- each by Ms. Sheetal S. Shah, Ms. Jyotsna S. Shah and Mr. Vishal S. Shah, and payment of monetary terms of `1,00,000/- and voluntary debarment for two years in case of Mr. Satish N. Shah, but the instant proceedings against Sawaca remained for conclusion. Further, in separate proceedings against Mr. Mahendra A. Shah, he had already been debarred vide order dated January 13, 2009. 16. Considering the fact and circumstances of this case and the abovementioned mitigating factors, I, in exercise of powers conferred upon me under section 19 read with section 11(4) and 11B of the Securities and Exchange Board of India Act, 1992, regulation 11 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 1995 read with regulation 13 of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 hereby restrain Sawaca Communications Ltd. from accessing the securities market and prohibit it from buying, selling or otherwise dealing in securities, directly or indirectly, in any manner, whatsoever, for a period of one year from the date of this order.

17. A copy of this order shall be served on all recognized stock exchanges and depositories to ensure that the direction given in this order are complied with. 18. This order shall come into force with immediate effect

Sd/-

DATE: NOVEMBER 14th, 2014 RAJEEV KUMAR AGARWAL PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA