Order passed in the matter of Jolly Plastic Industries Ltd.[SAT Appeal No.:219/2019][SAT Appeal No.:219/2019 & Misc. App. No.][SAT Appeal No.:274/2019 & Misc. App. No.][SAT Appeal No.:275/2019 & Misc. App. No.][SAT Appeal No.:276/2019]

Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 In Re: Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 In respect of: S. No. Name of the Entity PAN 1. Ms. Sapna Dilip Bombaywala AMKPB6719K

In the matter of Jolly Plastic Industries Ltd.

BACKGROUND 1. Jolly Plastic Industries Ltd. (hereinafter referred to as “JPIL / Company”) is in the business of trading of plastic, plastics related materials and PVC. The company is listed on BSE. 2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) conducted an investigation in the scrip of JPIL based on a reference received from the Principal Director of Income Tax (Investigation), Kolkata. The focus of the investigation was to ascertain whether there were any violations of the provisions of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (hereinafter referred to as “PFUTP Regulations”) by certain

Order in the matter of Jolly Plastic Industries Ltd entities in the scrip of JPIL during the period February 14, 2012 to November 27, 2014 (hereinafter referred to as “Investigation Period”). 3. During the investigation period, corporate announcements were related to declaration of financial results and meeting of the Board of Directors of the company. The company made an announcement pertaining to stock split and declared November 14, 2014 as the record date. However, the company later withdrew the record date and announced that the new record date would be intimated after shifting the company's scrip code to demat mode. Further, it is observed from the Investigation Report (hereinafter referred to as “IR”) that the net profit of the company for the year ending March 2012 and, March 2013 was zero and that of year ending March 2014 and March 2015 was ` 0.01 crore and ` 0.07 crore respectively. 4. During the investigation period 91,24,200 shares were traded through 5,549 trades. Trading in JPIL was suspended w.e.f February 17, 2003 on account of non-submission of quarterly results and later revoked w.e.f. February 13, 2012. The scrip was suspended from trading as a surveillance measure since January 7, 2015. There were no trades in the scrip from November 28, 2014 i.e. after the investigation period until January 7, 2015.

5. The scrip was in physical rolling with the market lot size being 100 shares throughout the investigation period. Further, the scrip was traded in ‘T’ group from February 14, 2012 to August 21, 2014, and started trading in ‘P’ group on September 02, 2014 (there was no trading in the scrip at BSE during August 22, 2014 to September 01, 2014). The scrip price opened at low price of ` 10 on February 14, 2012 and touched a high of ` 317 on November 18, 2013 and closed at ` 122 on November 27, 2014.

6. Based on price trend (rise/ fall), the investigation period has been split into 5 patches, details of which are given below:

Avg. no. of Opening Price Closing price Low High (shares) (volume) on (volume) on price(volume) Price(volume Period Dates traded daily first day of the last day of the during the ) during the during the period(`) period (`) period (`) period (`) period Scrip suspended during pre-investigation period 10 90.8 Price 10 90.8 (14/02/2012) (18/12/2012) During 14/02/2012 – 100 341 Patch-1 18/12/2012 5100 Vol 100 100 (on 56 different (29/11/2012) trading days) 34.5 92.6 Price 92.6 35.55 (05/02/2013) (19/12/2012) 19/12/2012 – Patch-2 100 1,430 05/02/2013 13900 Vol 4,900 4,600 (on 14 different (09/01/2013) trading days) 34.55 305 Price 34.55 305 (06/02/2013) (23/09/2013) 06/02/2013 – Patch-3 100 14,977 23/09/2013 140100 Vol 500 3,000 (on 12 different (04/09/2013) trading days) 49.5 301.8 Price 288 49.5 (25/06/2014) (16/12/2013) 16/12/2013 – Patch-4 100 41,852 25/06/2014 459100 Vol 38,600 100 (on 39 different (25/03/2014) trading days) 49.65 122 Price 51.95 122 (03/09/2014) (27/11/2014) 09/07/2014 – Patch-5 100 17,750 27/11/2014 105500 Vol 10,600 42,200 (on 11 different (20/11/2014) trading days) No trading and subsequently scrip suspended on 07/01/2015

SHOW CAUSE NOTICE 7. Consequent to the investigation, a show cause notice dated December 22, 2017 (hereinafter referred to as “SCN”) was served on Sapna Dilip Bombaywala (hereinafter referred to as “Noticee”) in the extant matter. The SCN inter alia alleged as follows: a) The Last Traded Price (hereinafter referred to as “LTP”) analysis of the 5 patches was done and the details of patch 1 qua the Noticee is given below: a) LTP Analysis: Patch 1 - (Price Rise Patch: February 14, 2012 to December 18, 2012):  During this patch, the price of the scrip went up from ` 10 (open price on February 14, 2012) to close at ` 90.8 (December 18, 2012). In order to ascertain whether the sellers have contributed to the price rise during patch-

1 of the investigation period, an analysis of sellers for this patch was carried out. On the basis of their net positive LTP contribution as sellers, the following top 10 entities were considered for further analysis: % of LTP QTY No of QTY No of QTY No of LTP Positive QTY No of impact traded trades LTP traded trades traded trades impact LTP to traded trades (with (with (with impact(with (with (with (with (with Seller Name all Total (all (all LTP LTP LTP LTP diff < LTP LTP LTP LTP trades Market trades) trades) diff > diff > diff > 0) in ` diff < diff < diff = diff = in ` Positive 0) in ` 0) 0) 0) 0) 0) 0) LTP Sapna Bombaywala 40.34 6500 46 40.34 4100 41 0 0 0 2400 5 49.62% Bhikam Kothari 3.65 500 4 3.65 400 3 0 0 0 100 1 4.49% Motilal Jatanlal 3.6 500 5 3.6 300 3 0 0 0 200 2 Begani 4.43% Lalji Ratanji 3.35 900 3 3.35 700 2 0 0 0 200 1 Vanpariya 4.12% Ishwarlal Vanpariya 3.3 600 3 3.3 400 2 0 0 0 200 1 4.06% Varsha Thakker 2.3 400 3 2.3 200 2 0 0 0 200 1 2.83% Vijay Borsaliwala 1.8 200 2 1.8 200 2 0 0 0 0 0 2.21% Parameshwari 1.75 100 1 1.75 100 1 0 0 0 0 0 2.15% Rameshchandra 1.6 800 2 1.6 300 1 0 0 0 500 1 Shah 1.97% Madhuri Bhagvat 1.55 100 1 1.55 100 1 0 0 0 0 0 1.91% Top 10 Sub Total 63.24 10600 70 63.24 6800 58 0 0 0 3800 12 77.79% Rest Of Market 17.56 16000 80 18.06 2500 19 -0.5 100 1 13300 59 22.21% Market Total 80.8 26600 150 81.3 9300 77 -0.5 100 1 17100 71 100%

 As can be seen from table above, the top 10 LTP contributors as sellers have 77.79% in total positive LTP contribution during Patch-1. Further, only Noticee has contributed more than 5% of market positive LTP during the patch. Noticee has contributed ` 40.34 (49.62%) of total market positive LTP during patch-1 through 41 trades. A summary of the positive LTP contributing trades of Noticee is placed below: Buy LTP at Sell Sell Buy Sell Trade LTP Order Trade Date Buyer Name Seller Name Order Order Order Order Price Difference Volu Entry Volume LMT LMT me Rajesh Maganbhai 05.09.2012 Noticee 15.46 16.2 0.74 100 100 09:15:00 15:05:44 Bhajiwala Rajesh Maganbhai Noticee 06.09.2012 16.2 17 0.8 100 100 09:15:00 15:20:51 Bhajiwala 07.09.2012 Bharat Bagri Huf Noticee 17 17.85 0.85 1100 100 09:15:00 09:37:10 08.09.2012 Sneha Goenka Noticee 17.85 18.7 0.85 900 100 11:15:01 12:13:45 10.09.2012 Vishnu Daji Hode Noticee 18.7 19.6 0.9 100 100 09:15:00 15:18:00

Buy LTP at Sell Sell Buy Sell Trade LTP Order Trade Date Buyer Name Seller Name Order Order Order Order Price Difference Volu Entry Volume LMT LMT me Ramaswamy Manickam Noticee 11.09.2012 19.6 20.55 0.95 500 100 09:15:00 15:22:35 Subramaniam Ramaswamy Manickam Noticee 12.09.2012 20.55 21.55 1 400 100 09:15:00 15:08:05 Subramaniam Manjulaben Sukhdev Noticee 13.09.2012 21.55 22.6 1.05 2000 100 09:15:00 13:34:52 Pandya 14.09.2012 Sneha Goenka Noticee 22.6 23.7 1.1 200 100 09:15:00 09:28:37 Shubh Vinayak Trading Noticee 17.09.2012 23.7 24.85 1.15 1000 100 09:15:00 14:59:16 And Investments Pvt Ltd 18.09.2012 Sarita Chandak Noticee 24.85 26.05 1.2 5000 100 09:15:00 15:06:05 20.09.2012 Sneha Goenka Noticee 26.05 27.35 1.3 300 100 09:15:00 10:50:27 21.09.2012 Chandrakanta Laddha Noticee 27.35 28.7 1.35 3000 100 09:15:00 09:22:51 Manjulaben Sukhdev Noticee 24.09.2012 28.7 30.1 1.4 3000 100 09:15:00 15:24:04 Pandya 25.09.2012 Namrata Begani Noticee 30.1 31.6 1.5 400 100 09:15:00 15:25:20 26.09.2012 Nathilal Rungta Noticee 31.6 33.15 1.55 1000 100 09:15:00 15:24:34 27.09.2012 Bharat Bagri Huf Noticee 33.15 33.8 0.65 700 100 09:15:00 15:11:45 28.09.2012 Sneha Goenka Noticee 33.8 34.45 0.65 100 100 09:15:00 15:16:25 01.10.2012 Bharat Bagri Huf Noticee 34.45 35.1 0.65 600 100 09:15:00 15:21:02 Jayesh Narendra Noticee 03.10.2012 35.1 35.8 0.7 1000 100 09:15:00 15:12:38 Kesharia Huf 04.10.2012 Bharat Bagri Huf Noticee 35.8 36.5 0.7 400 100 09:15:00 13:06:16 05.10.2012 Mukesh Kumar Sukhani Noticee 36.5 37.2 0.7 200 100 09:15:00 11:32:14 08.10.2012 Bharat Bagri Huf Noticee 37.2 37.9 0.7 200 100 09:15:00 11:13:08 09.10.2012 Nathilal Rungta Noticee 37.9 38.65 0.75 1000 100 09:15:00 09:48:28 Jayesh Narendra Noticee 10.10.2012 38.65 39.4 0.75 900 100 09:15:00 09:44:22 Kesharia Huf Mukesh Kumar Sukhani Noticee 11.10.2012 39.4 40.15 0.75 200 100 09:15:00 09:43:05 Huf Jayesh Narendra Noticee 12.10.2012 40.15 40.95 0.8 800 100 09:15:00 09:47:07 Kesharia Huf 15.10.2012 Sonal Agarwal Huf Noticee 40.95 41.75 0.8 500 100 09:15:00 09:15:34 16.10.2012 Cosco Vanijya Pvt Ltd Noticee 41.75 42.55 0.8 2000 100 09:15:00 15:04:56 18.10.2012 Bharat Bagri Huf Noticee 43.4 44.25 0.85 600 100 09:15:00 09:34:15 25.10.2012 Sonal Agarwal Huf Noticee 46 46.9 0.9 500 100 09:15:00 15:26:42 26.10.2012 Nathilal Rungta Noticee 46.9 47.8 0.9 600 100 09:15:00 15:18:17 Manjulaben Sukhdev Noticee 29.10.2012 47.8 48.75 0.95 1500 100 09:15:00 15:24:55 Pandya 30.10.2012 Bharat Bagri Huf Noticee 48.75 49.7 0.95 600 100 09:15:00 15:24:19 06.11.2012 Rohit Begani Huf Noticee 52.65 53.7 1.05 300 100 09:15:00 15:18:48 08.11.2012 Bharat Bagri Huf Noticee 54.75 55.8 1.05 500 100 09:15:00 15:20:56 Manjulaben Sukhdev Noticee 13.11.2012 56.9 58 1.1 900 100 15:45:00 16:26:43 Pandya 20.11.2012 Nirav Rajababu Gandhi Noticee 61.5 62.7 1.2 300 100 09:15:00 15:24:01 22.11.2012 Bhola Jaiswal Noticee 63.95 65.2 1.25 300 100 09:15:00 15:28:14 06.12.2012 Bharat Bagri Huf Noticee 76.2 77.7 1.5 300 100 09:15:00 15:22:43 10.12.2012 Rahul Kumar Agrawal Noticee 79.25 80.8 1.55 2500 100 09:15:00 15:22:35

 From the above table, it can be observed that these positive LTP contributing trades of Noticee were carried out on consecutive days. Further, only in 4 trades out of the 41 positive LTP contributing trades of Noticee, the buy quantity was small i.e. 100 shares (minimum lot size). In all other trades, it can be seen that the buy orders were placed for more than 100 shares, infact, one buy order quantity was for 5,000 shares. Thus, buy orders for large quantity of shares were available before placing sell order but the seller i.e. Noticee chose to sell minimum quantity (i.e. 100 shares-one lot size) in each of the 41 positive LTP contributing trades repeatedly despite having sufficient number of shares. Noticee also contributed significantly to positive LTP. By her sell orders, Noticee matched the price of prevailing buy orders which were placed at a higher price than the last traded price and thus contributed to increase in scrip price with each of her trades.

 It is alleged based upon the trading pattern of Noticee that she was not acting as a genuine seller and had no bona fide intention to sell because in-spite of sufficient buy orders being available in the market, Noticee released very small quantity of shares in each transaction and performed not more than one transaction in a day. In view of the repeated nature (41 nos.) of such trades by Noticee, it is alleged that the Noticee has contributed to increase in price of the scrip. It is further alleged from the above trading pattern that the Noticee was instrumental in marking the price higher and was not merely entering into sale transactions. b) In view of the above it is alleged that the Noticee had manipulated the price of the scrip and created a misleading appearance of trading in the scrip by such trades. Hence, it is alleged that Noticee has violated Regulations 3(a),(b),(c),(d) and Regulations 4(1), 4(2)(a) and (e) of PFUTP Regulations.

c) The Noticee was advised to show cause as to why suitable actions/directions in terms of Sections 11(1), 11(4) and 11B of SEBI Act should not be initiated against her for the alleged violation of the provisions of PFUTP Regulations.

REPLY & HEARING

8. It is noted from material made available on record that the SEBI has not received any reply in the extant matter from the Noticee till date. In order to proceed further in the matter, vide hearing notice dated October 9, 2018, the Noticee was granted an opportunity of hearing on October 30, 2018 at SEBI Bhavan, Mumbai. Proof of service of hearing notice is on record.

9. Noticee failed to appear for the personal hearing without giving any reason. In view of the facts and circumstances of the case and failure of the Noticee to avail the opportunity of hearing, I am of the view that principles of natural justice have been followed in the matter and I deem it appropriate to decide the matter on the basis of facts / material available on record.

FINDINGS & CONSIDERATIONS

10. Before delving into the merits of the case, I note that the Noticee has neither replied to the SCN nor has attended the hearing. Proof of service of SCN and hearing notice are on record. In this regard, the observations of Hon’ble Securities Appellate Tribunal (hereinafter referred to as ‘SAT’) in the matter of Sanjay Kumar Tayal & Others Vs. SEBI decided on February 11, 2014 is pertinent here. The Hon’ble Tribunal observed as follows:

“…As rightly contended by Mr. Rustomjee, learned senior counsel for respondents, appellants have neither filed reply to show cause notices issued to them nor availed opportunity of personal hearing offered to them in the adjudication proceedings and, therefore, appellants are presumed to have admitted charges leveled against them in the show cause notices…”

11. Without prejudice to the above observation, I proceed to examine the matter on merits. To that effect, I have perused the SCN and other materials available on record. On perusal of the same, the following issues arise for consideration:

(i) Whether the Noticee has manipulated the price in the scrip of JPIL and created a misleading appearance of trading in the scrip during the period February 14, 2012 to December 18, 2012? (ii) If answer to issue no. (i) is in affirmative, whether the Noticee has violated the provisions of PFUTP Regulations? (iii) If answer to issue no. (ii) is in affirmative, what directions, if any should be issued against the Noticee? Issue No. 1 - Whether the Noticee has manipulated the price in the scrip of JPIL and created a misleading appearance of trading in the scrip during the period February 14, 2012 to December 18, 2012?

12. It is noted from the material made available on record that during patch 1 the scrip was in physical rolling with the market lot size being 100 shares. From the records, it is observed that the Noticee has executed 46 sell trades in the scrip for 6,500 shares. Out of the said 46 trades, 41 trades were over the LTP for 4,100 shares. It is noted from the trade details of the Noticee that she has placed sell orders on 41 consecutive trading days (in between there was a gap of couple days) and at a successive higher rate. From the material made available on record, I note that though the Noticee was holding substantial number of shares, the Noticee was releasing miniscule quantity of shares (1 lot) even though there were large pending buy orders over the LTP. The days when the Noticee had executed the said 41 trades, pending buy orders were in the range of 100 shares to 5,000 shares. On the third and fourth day of Noticee’s trading, the buy order disclosed volume was 1,100 shares and 900 shares respectively. It is observed that when the Noticee was trading, out of the 62 trading days, on 48 trading days only 1 trade was executed in the scrip and out of the remaining 14 trading days, on 7 trading days 2 trades were executed.

This coupled with the fact that the average volume in the scrip during patch- 1 of the investigation period which spanned for 10 months, was 341 shares, would make a prudent investor to sell its shares at the very first opportunity that he/she is coming across. In the given situation, there were considerable buy order quantity pending in the system and that too over the LTP. It is not the case of the Noticee that on multiple occasions she had placed sell orders for more than a lot and the order was not executed. Rather in the instant case, the Noticee’s sell orders were placed after buy orders, so she could very well see that there were pending buy orders in the system for more than a lot (except on 4 instances) but still she chose to execute her sell trades in minimum lot each consecutive day. 13. Furthermore, out of the said 41 over the LTP trades, it is noted that the frequency of putting sell orders over the LTP was on consecutive trading days with a maximum gap of couple of days. The same shows a consistency (both in terms of volume and price) in the way the Noticee was putting orders in the scrip.

14. In the extant matter the Noticee by executing trade in minimum lot on 41 occasions has contributed to ` 40.34/- to the positive LTP which is 49.62% of total market positive LTP (highest net LTP contributor during the patch). Further, no justification has been put forth by the Noticee as she has chosen not to furnish a reply or avail of the opportunity of a personal hearing in the extant proceedings. 15. Thus, based on the trading pattern of the Noticee in the scrip, it is held that the same is not genuine but is manipulative in nature. 16. I note that trades at higher than LTP, undoubtedly have a potential of raising the price of the scrip and the same gives a wrong impression about the price of the scrip in the market based on miniscule quantities traded. It must not be forgotten that every trade establishes the price of the scrip and trades executed at higher than LTP results in the price of the scrip going up which may influence the innocent/gullible investors. In cases of market manipulation, admittedly, no direct evidence would be forthcoming / available. Manipulative transactions are to be tested on the conduct of parties and abnormality of practices which defy normal logic and laid down procedures.

What is needed, is to prove that in a factual matrix, preponderance of probabilities indicate a fraud. In this regard, the observations of Hon’ble Supreme Court of India in SEBI Vs. Kishore R Ajmera et.al. decided on February 23, 2016 wherein the Hon’ble Court while deciding the matter under SEBI Act and PFUTP Regulations where there was no direct evidence forthcoming, observed as follows: “It is a fundamental principle of law that proof of an allegation levelled against a person may be in the form of direct substantive evidence or, as in many cases, such proof may have to be inferred by a logical process of reasoning from the totality of the attending facts and circumstances surrounding the allegations/charges made and levelled. While direct evidence is a more certain basis to come to a conclusion, yet, in the absence thereof the Courts cannot be helpless. It is the judicial duty to take note of the immediate and proximate facts and circumstances surrounding the events on which the charges/allegations are founded and to reach what would appear to the Court to be a reasonable conclusion therefrom.

The test would always be that what inferential process that a reasonable/prudent man would adopt to arrive at a conclusion…” 17. Taking support of the observations of Hon’ble Apex Court in Kishore R Ajmera matter, I note that in order to determine whether a trade is manipulative in nature or not, the same has to be inferred from the attending circumstances because direct evidence in such cases may not be available. The list of factors to be taken note of, in the very nature of things, cannot be exhaustive. Any one factor may or may not be decisive and it is from the cumulative effect of attending circumstances an inference will have to be drawn. 18. Noticee’s trading during the financial year 2012-2013 was analysed. It is noted that as a seller the Noticee has started trading only from September, 2012 which is when she was trading in the extant scrip and has traded in only two other scrips, one of which was delisted on October 29, 2013. The Noticee had only executed 1 trade in that delisted scrip. As a seller when the Noticee was trading in the scrip of JPIL during the period September, 2012 to December, 2012, she was not trading in any other scrip as a seller.

Further her sell order quantity in the other 2 scrips were in the range of 431 shares to 1,800 shares. As a buyer also, Noticee has traded only in 2 scrips in the financial year 2012-2013 and has executed trades only on 2 days in the said 2 scrips.

19. Thus, from the above, it can be gathered that the Noticee was not active in the market during the financial year 2012-2013 and was mainly trading in the scrip of JPIL. From her trading in other scrips as seller, it is noted that the Noticee does not normally put sell orders for miniscule quantity of shares. Noticee’s trading behavior in the scrip under inquiry does not follow her pattern of putting sell orders in other scrips. Hence, the trading behavior of the Noticees in other scrips also does not justify her trading in JPIL which has already been held to be manipulative.

20. In the instant matter Noticee has repeatedly sold shares in minimum lot over the LTP at frequent intervals, even though she had the opportunity to sell more shares on multiple occasions. If the Noticee was a genuine seller then she had the opportunity to sell share in more than 1 lot on multiple occasions but still the Noticee chose not to sell share in more than 1 lot at a time and continued to execute sell trades at successive higher prices by selling just 1 lot at a time on 41 instances. Moreover, Noticee’s trading behavior in JPIL was at variance from her trading pattern in other scrips. All the aforesaid, indicates that the Noticee was not a genuine trader in the scrip.

21. In view of the above, the findings that have been gathered from various circumstances for instance overall trades executed in the scrip (number of trades executed on each trading day) including the average volume during patch-1, volume of the trade effected by the Noticee vis-à-vis her holding, the period of persistence in trading in the scrip, the particulars of the buy order in the market and her sell orders, trading behavior in other scrips, the totality of the picture that emerges leads to the conclusion that Noticee by executing the aforesaid sell trades has manipulated the price of the scrip and has created a misleading appearance of trading in the scrip. Issue No. 2 - If answer to issue No. (i) is in affirmative, whether the Noticee has violated the provisions of PFUTP Regulations? 22. Before embarking upon the necessary discussions, I would like to reproduce the relevant provisions of PFUTP Regulations: Regulation 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. Regulation 4. Prohibition of manipulative, fraudulent and unfair trade practices (1) Without prejudice to the provisions of regulation 3, no person shall indulge in a fraudulent or an unfair trade practice in securities. (2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and may include all or any of the following, namely:- (a) indulging in an act which creates false or misleading appearance of trading in the securities market; … (e) any act or omission amounting to manipulation of the price of a security; 23. In view of the conclusion arrived at paragraph 21 wherein it has been held that the trades in single lot executed by the Noticee over the LTP in the scrip are manipulative and misleading in nature, it is also held that such trades are fraudulent in nature and would operate as deceit upon any person trading in the extant scrip.

Further, as discussed in preceding paragraphs, the Noticee by executing impugned trades in the scrip has also manipulated the price of the scrip. I therefore, find that the Noticee has violated Regulations 3(a), (b), (c), (d) and Regulations 4(1), 4(2) (a) and (e) of PFUTP Regulations. Issue No. 3 - If answer to issue Nos. (ii) is in affirmative, what directions, if any should be issued against the Noticee? 24. Section 11 of SEBI Act casts a duty on the Board to protect the interests of investors in securities and to promote the development of and to regulate the securities market. For achieving such object, it has been authorised to take such measures as it thinks fit. Thus, power to take all measures necessary to discharge its duty under the statute which is a reflection of the objective disclosed in the preamble has been conferred in widest amplitude. Pursuant to the said objective, PFUTP Regulations have been framed. The said Regulations apart from other things aims to preserve and protect the market integrity in order to boost investor confidence in the securities market. By executing manipulative trades, as has been executed by the Noticee in the instant matter, the price discovery system itself is affected.

It also has an adverse impact on the fairness, integrity and transparency of the stock market. In view of the same and considering the violations committed by the Noticee (her trading pattern of executing trade in minimum lot on consecutive days including her LTP contribution vis-à-vis total market positive LTP), I find that it becomes necessary for SEBI to issue appropriate directions against the Noticee. ORDER 25. In the facts and circumstances of the case, I, in exercise of the powers conferred upon me in terms of Section 19 read with Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992, hereby restrain Ms. Sapna Dilip Bombaywala (PAN: AMKPB6719K) from accessing the securities market for a period of six years from the date of this order and further prohibit the Noticee from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of six years, from the date of this order. Needless to say, in view of prohibition on sale of securities, it is clarified that during the period of restraint, the existing securities holding, including units of mutual funds, of the Noticee shall remain frozen.

26. The order shall come into force with immediate effect. 27. A copy of this order shall be served upon all recognised Stock Exchanges, Depositories and the Registrar and Share Transfer Agents to ensure compliance with the above directions.

-Sd-

DATE: February 12, 2019 MADHABI PURI BUCH PLACE: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA