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In respect of:
Sl.
No.
PAN
AADCS7710D
AAFCR6225E
AABPN0865H
AACHS4243P
AADHA7322L
AADHJ8034N
AAEHR9181H
AAFHA5405E
AAFHB5197N
AAFHS3391K
AAFPG2351M
AAHPJ9207D
AANHS6750A
AANPJ9910B
AAOPA1798H
AAOPB3690D
AAPHS3236R
AASHS7307E
AASPA2993A
AAXPK9087E
ABAPL2442E
ABTPK2380B
ACEPG3335Q
ACEPG3740P
ACFPJ3817P
ACUPD2136L
ADHPK4175C
ADSPC4388E
ADSPJ5280G
AEFPJ8100B
AEFPJ8101A
AEJPG5741F
AEYPP3705K
CATEGORY
PROMOTER/PROMOTER RELATED
ENTITIES OF KAILASH AUTO
PROMOTER/PROMOTER
RELATEDENTITIES OF KAILASH AUTO
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
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BENEFICIARIES
BENEFICIARIES
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BENEFICIARIES
BENEFICIARIES
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BENEFICIARIES
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AEYPP3706L
AEZPA0703K
AFPPP9576G
AFRPP9205L
AFVPP3401L
AFVPR5490R
AFZPP9994A
AGHPM6638B
AGHPM6664K
AHQPG7050H
AJEPT8702F
AJFPP4973M
ALSPK8179K
AQNPG3627J
ATUPS1008F
AVRPM3683K
AWPPG7383P
COKPS7477F
AADCB8132G
AAGCR4447R
AACCJ3125C
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
KAILASH AUTO GROUP I
KAILASH AUTO GROUP I
KAILASH AUTO GROUP I
AADCD1443J
AAACD8823B
AAHCP1157B
AAGCM0694K
AALCA5298E
AACCD9717E
AASCS4307H
AALCA5948F
AAHCP2079E
AAICM5727H
AABCN1526E
AAECT5548F
AAECC9285A
AANCS8376B
AAGCR4662J
AATCS6718D
AARCS5124P
AAFCR9881C
AACCE5935D
AAGCR7017M
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AAPCS2057K
AATCS3687H
AAECV1283F
AACCH8885R
AAECV4988P
AAFCG2554B
AAICM6982C
AALCA7880J
AAECC2491A
AAECD9323N
AAECD5782B
AABCO6949E
AFPPK2503Q
AAHCM8752F
AAFCR2462P
AAICM4750C
AAJCA5108R
AAGCR1715E
AAMCS1712Q
AAECT1846Q
AAECK6244R
AAECR0580M
AAPCS7492G
AAGCM8231Q
AAQCS3088M
AAECG0461G
AACCH1686G
AAFCP7060D
AAOCS9331B
AAOCS9967P
AAECB2629R
AABCO1200E
AADCT7498M
AAOCS9332C
AAOCS7895J
AACCJ4617K
AAPCS2061P
ACTPV2787Q
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1. SEBI, vide an ad interim ex-parte order dated March 29, 2016 (hereinafter referred to as interim
order), restrained 246 entities, including the aforesaid 112 entities (hereinafter referred to as
"noticees"), from accessing the securities market and further prohibited them from buying,
selling or dealing in securities in any manner whatsoever, till further directions.
2. The facts and circumstances leading to the passing of the said interim order have been discussed
therein and I do not deem it necessary to repeat the same and burden this order with repetition.
The modus operandi as described in the said interim order was that the market platform was
grossly misutilized and scheme of reduction of share capital and amalgamation were the
mechanisms adopted by Kailash Auto Finance Limited (Kailash Auto) to dubiously increase its
value of market capital significantly. Careful Projects Advisory Limited. (CPAL) and Panchshul
Marketing Limited. (PML), promoters of the Kailash Auto prior to the amalgamation, were
incorporated with a dubious plan and premeditated arrangement and artifice to increase number
of equity shares therein through sham and non-genuine transactions with regard to issuance of
their shares which resulted in fetching exorbitant and unrealistic consideration in the said
scheme of amalgamation. Pursuant to amalgamation 2058 shareholders of PML and 1,972
shareholders of CPAL (beneficiaries) received 58,59,10,800 shares of Kailash Auto in the form of
consideration.
3. Trading in the scrip of Kailash Auto was manipulated by the connected parties who traded
under pre-meditated plan and rigged the price of the scrip by 230% in 36 trading days during
Patch- 1 as described in the said interim order. Further during Patch- 2 as described in the said
interim order, the average trading volume in the scrip was increased by 5577 times and it was
noted that during this period, the beneficiaries were net sellers and connected / related entities
were net buyers, providing exit to these beneficiaries. In the process, beneficiaries made huge
profit of approximately 3400% amounting to approximately ` 1600 Crores on their investment
in a period of 12 months or more and thereon claimed the exemption of long term capital gains
(LTCG) on such profit as brought out in the interim order.
4. Apart from market manipulation and misuse of stock exchange system in the scrip of Kailash
Auto, the entire plan, device and artifice of private placement, fabrication of share premium,
issuance of bonus shares, subsequent transfers and retransfers of shares and funds to
connected/related entities was designed and structured to beguile the same as transactions with
commercial sense to generate bogus LTCG which is exempt from tax under the provisions of
the Income Tax Act, 1961.
5. At paragraph 34 of the interim order, the noticees have been advised that they may file their
objections, if any, within twenty one days from the date of this interim order and, if they so desire,
may avail themselves of an opportunity of personal hearing before SEBI, on a date and time to
be fixed on a specific request, received from them. I note that though a copy of the interim order
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was served on all the abovementioned noticees, they have failed to submit their reply till date
and they have also failed to avail the opportunity of personal hearing. In view of these facts and
circumstances, I am of the view that the noticees are deliberately keeping away from these
proceedings and are not willing to cooperate. I, therefore, proceed to decide the matter at this
stage on the basis of the material available on record.
6. I note that investigation in the matter is in progress and appropriate decision, in accordance
with law, would be taken after completion thereof. As prima facie found in the interim order,
Kailash Auto Finance Limited, its Promoters/Promoter related entities, the Beneficiaries, the
Kailash Auto Group I and II, Primary Allottees of CPAL and PML, Recipients of CPAL and
PML shares and LTP contributors have acted in connivance for implementation of dubious
plan, device and artifice that has led to the misuse of stock exchange mechanism to artificially
increase price and volume of the scrips to provide illegitimate gains to the beneficiaries in order
to claim LTCG benefits that has not only eroded the market integrity but has also been
detrimental to the interests of investors who might have been lured to invest in the scrips due
to such manipulative and fraudulent trading in the scrips and price movement.
7. I find that the noticees have failed to make out a prima facie case for revocation or modification
of the interim order and the material available on record justifies the continuation of the directions
passed against them under the ad interim ex-parte order dated March 29, 2016.
8. I, therefore, in exercise of the powers conferred upon me under section 19 of the SEBI Act,
read with sections 11(1), 11(4) and 11B thereof, hereby confirm the directions issued vide the
ad interim ex-parte order dated March 29, 2016 against the following entities:
Sl.
No.
PAN
AADCS7710D
AAFCR6225E
AABPN0865H
AACHS4243P
AADHA7322L
AADHJ8034N
AAEHR9181H
AAFHA5405E
AAFHB5197N
AAFHS3391K
AAFPG2351M
AAHPJ9207D
AANHS6750A
AANPJ9910B
AAOPA1798H
CATEGORY
PROMOTER/PROMOTER RELATED
ENTITIES OF KAILASH AUTO
PROMOTER/PROMOTER
RELATEDENTITIES OF KAILASH AUTO
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
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AAOPB3690D
AAPHS3236R
AASHS7307E
AASPA2993A
AAXPK9087E
ABAPL2442E
ABTPK2380B
ACEPG3335Q
ACEPG3740P
ACFPJ3817P
ACUPD2136L
ADHPK4175C
ADSPC4388E
ADSPJ5280G
AEFPJ8100B
AEFPJ8101A
AEJPG5741F
AEYPP3705K
AEYPP3706L
AEZPA0703K
AFPPP9576G
AFRPP9205L
AFVPP3401L
AFVPR5490R
AFZPP9994A
AGHPM6638B
AGHPM6664K
AHQPG7050H
AJEPT8702F
AJFPP4973M
ALSPK8179K
AQNPG3627J
ATUPS1008F
AVRPM3683K
AWPPG7383P
COKPS7477F
AADCB8132G
AAGCR4447R
AACCJ3125C
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
BENEFICIARIES
KAILASH AUTO GROUP I
KAILASH AUTO GROUP I
KAILASH AUTO GROUP I
AADCD1443J
AAACD8823B
AAHCP1157B
AAGCM0694K
Page 6
AALCA5298E
AACCD9717E
AASCS4307H
AALCA5948F
AAHCP2079E
AAICM5727H
AABCN1526E
AAECT5548F
AAECC9285A
AANCS8376B
AAGCR4662J
AATCS6718D
AARCS5124P
AAFCR9881C
AACCE5935D
AAGCR7017M
AAPCS2057K
AATCS3687H
AAECV1283F
AACCH8885R
AAECV4988P
AAFCG2554B
AAICM6982C
AALCA7880J
AAECC2491A
AAECD9323N
AAECD5782B
AABCO6949E
AFPPK2503Q
AAHCM8752F
AAFCR2462P
AAICM4750C
AAJCA5108R
AAGCR1715E
AAMCS1712Q
AAECT1846Q
AAECK6244R
AAECR0580M
AAPCS7492G
AAGCM8231Q
AAQCS3088M
AAECG0461G
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AACCH1686G
AAFCP7060D
AAOCS9331B
AAOCS9967P
AAECB2629R
AABCO1200E
AADCT7498M
AAOCS9332C
AAOCS7895J
AACCJ4617K
AAPCS2061P
ACTPV2787Q
9. Accordingly, the directions issued vide paragraph 31 of the interim order dated March 29, 2016
shall remain in force till further directions.
10.A copy of this order shall be served on all recognized stock exchanges and depositories to
ensure compliance with above directions.
Sd/-
Page 8