___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 1 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19) BEFORE THE ADJUDICATING OFFICER SECURITIES AND EXCHANGE BOARD OF INDIA [ADJUDICATION ORDER Ref No.: EAD-2/SS/VS/2018-19/2270-2280] UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING INQUIRY AND IMPOSING PENALTIES BY ADJUDICATING OFFICER) RULES, 1995. ____________________________________________________________________________ In respect of: 1. Basiz Fund Services Pvt. Ltd. (PAN No. AACCB8229K) 2. Dash Pharmaceuticals Pvt. Ltd. (PAN No. AAACD1675P) 3. Mandvi Dyes & Chemicals Co. Pvt. Ltd. (PAN No. AAACM3248D) 4. Maxilla Financial Services Pvt. Ltd. (PAN No. AADCM9154D) 5. Parachit Sales & Marketing (I) Pvt. Ltd. (PAN No. AAACP2501Q) 6. Prime Dyes and Chemical Company Pvt. Ltd. (PAN No. AACCP1840N) 7. Rajratan Trading Pvt. Ltd. (PAN No. AACCR7367Q) 8. Shingar Dyes & Chemicals Pvt. Ltd. (PAN No. AAACS6370E) 9. Sparkle Tooth Brush Mfg Co. Pvt. Ltd. (PAN No. AAACS6369M) 10. Tutis Technologies Ltd. (PAN No. AAACA7948L) 11. Vishal Information Technologies Ltd. (PAN No. AAACS7326Q) In the matter of Mindvision Capital Limited 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) had conducted an examination in the scrip of Mindvision Capital Limited (formerly known as Kailash Ficom Limited and hereinafter referred to as ‘Company’ / ‘MCL’), a company listed on the Bombay Stock Exchange (hereinafter referred to as ‘BSE’), during the period July 01, 2008 to September 30, 2010 for the probable violation of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the ‘SAST Regulations’) by certain entities viz. i) Basiz Fund Service Pvt Ltd. (hereinafter referred to as ‘Basiz/Noticee No. 1’), ii) Dash Pharmaceuticals Pvt Ltd. (hereinafter referred to as ‘Dash/Noticee No. 2’), iii) Mandvi Dyes & Chemicals Co. Pvt. Ltd. (hereinafter referred to as ‘Mandvi/Noticee No. 3’), iv) Maxilla Financial Services Pvt. Ltd. (hereinafter referred to as ‘Maxila/Noticee No. 4’), v) Parachit Sales & Marketing (I) Pvt. Ltd. (hereinafter referred to as ‘Parachit/Noticee No. 5’), vi) Prime Dyes & Chemicals Co Pvt Ltd. (hereinafter referred to as ‘Prime/Noticee No. 6’), vii) Rajratan Trading Pvt Ltd. (hereinafter referred to as ‘Rajratan/Noticee No. 7’), viii) Shingar Dyes and Chemicals Ltd. (hereinafter referred to as ‘Shingar/Noticee No. 8’), ix) Sparkle Tooth Brush Mfg Co. Pvt Ltd. (hereinafter referred to as ‘Sparkle/Noticee No. 9’), x) Tutis Technologies Ltd. (hereinafter referred to as ‘Tutis/Noticee No. 10’) and xi) Vishal Information Technologies Ltd. (hereinafter referred to as ‘Vishal/Noticee
Transcript
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 1 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA
[ADJUDICATION ORDER Ref No.: EAD-2/SS/VS/2018-19/2270-2280]
UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT,
1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING INQUIRY AND
IMPOSING PENALTIES BY ADJUDICATING OFFICER) RULES, 1995.
____________________________________________________________________________ In respect of:
1. Basiz Fund Services Pvt. Ltd. (PAN No. AACCB8229K)
11. Vishal Information Technologies Ltd. (PAN No. AAACS7326Q)
In the matter of
Mindvision Capital Limited
1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) had conducted an
examination in the scrip of Mindvision Capital Limited (formerly known as Kailash Ficom Limited
and hereinafter referred to as ‘Company’ / ‘MCL’), a company listed on the Bombay Stock
Exchange (hereinafter referred to as ‘BSE’), during the period July 01, 2008 to September 30, 2010
for the probable violation of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 (hereinafter referred to as the ‘SAST Regulations’) by certain entities viz. i) Basiz Fund Service
Pvt Ltd. (hereinafter referred to as ‘Basiz/Noticee No. 1’), ii) Dash Pharmaceuticals Pvt Ltd.
(hereinafter referred to as ‘Dash/Noticee No. 2’), iii) Mandvi Dyes & Chemicals Co. Pvt. Ltd.
(hereinafter referred to as ‘Mandvi/Noticee No. 3’), iv) Maxilla Financial Services Pvt. Ltd.
(hereinafter referred to as ‘Maxila/Noticee No. 4’), v) Parachit Sales & Marketing (I) Pvt. Ltd.
(hereinafter referred to as ‘Parachit/Noticee No. 5’), vi) Prime Dyes & Chemicals Co Pvt Ltd.
(hereinafter referred to as ‘Prime/Noticee No. 6’), vii) Rajratan Trading Pvt Ltd. (hereinafter
referred to as ‘Rajratan/Noticee No. 7’), viii) Shingar Dyes and Chemicals Ltd. (hereinafter referred
to as ‘Shingar/Noticee No. 8’), ix) Sparkle Tooth Brush Mfg Co. Pvt Ltd. (hereinafter referred to
as ‘Sparkle/Noticee No. 9’), x) Tutis Technologies Ltd. (hereinafter referred to as ‘Tutis/Noticee
No. 10’) and xi) Vishal Information Technologies Ltd. (hereinafter referred to as ‘Vishal/Noticee
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 2 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
No. 11’) (hereinafter referred collectively as ‘the Noticees/Tutis Group’) were all connected to
each other and had acted as Persons Acting in Concert (PACs).
2. The aforesaid 11 Tutis Group entities were observed to be connected/related and have acted as
PACs with each other on the basis of the following:-
A. Off-market transfers within Tutis Group entities:
On the basis of demat account statements of the entities, the following off-market transfers were
observed between the entities of Tutis Group except Basiz and Vishal:
21-09-2010 Shingar Dyes and Chemicals Ltd Tutis Technologies Ltd. 1,56,000
B. Through fund transfer within entities of Tutis Group
It was observed that the Tutis Group entities have their Bank Accounts with the Saraswat Co-
op Bank Ltd, Sakinaka, Mumbai Branch. Further, these entities had used these bank accounts
for payment among themselves and for payment to the Brokers for their pay-in obligations on
acquiring shares of MCL. Therefore, it was observed that the relation among the said entities
is also established through the transfer of funds to one another. Few transactions of Tutis
Group entities who bought shares in the market through the Broker Religare Securities Limited
(Religare) were funded by other entities of Tutis Group. Few instances are as under:
Mandvi ( Noticee No. 3) acquired 26,090 shares @ avg. price of ₹35.67 through the broker
Religare on April 8, 2010 and total buy value of shares was ₹9,30,598/-. Mandvi received
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 3 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
funds of ₹9,30,600/- from Vishal (Noticee No. 11) on April 9, 2010 and the same amount
was paid to the broker subsequent to receipt from Vishal on the same date.
Parachit (Noticee No. 5) acquired 25,000 shares @ avg. price of ₹80 through the broker
Religare on January 25, 2010 and total cost of shares was ₹20,00,000. Parachit received
funds of ₹20,15,000 from Vishal ( Noticee No. 11) on January 28, 2010 and the same
amount was paid to the broker on January 29, 2010.
Shingar (Noticee No. 8) acquired 70,000 shares @ avg. price of ₹35.40 through the broker
Religare on April 19, 2010 and total buy value of shares was ₹24,77,879/-. Shingar received
funds of ₹24,91,000/- (through two transfers of ₹8,00,000 and ₹16,91,000) from Vishal
(Noticee No.11) on April 20, 2010 and the fund of ₹24,90,591/- was paid to the broker on
April 20, 2010.
Prime (Noticee No. 6) acquired 15,000 shares at an average price of ₹79.25 and total buy
value of shares was ₹11,88,750/- through the broker Religare on January 6, 2010. Prime
received funds of ₹11,95,100/- from Vishal (Noticee No.11) on January 8, 2010 and the
fund of ₹11,95,028/- was paid to the broker on January 09, 2010.
Rajratan (Noticee No. 7) acquired 25,000 shares @ avg. price of ₹80 on January 25, 2010
and additional 25,000 shares acquired @ ₹79.50 through the broker Religare. The total cost
of 50,000 shares was ₹39,87,500/-. Rajratan received ₹40,15,000/- from Vishal (Noticee
No. 11) on January 28, 2010 and paid to the broker ₹20,00,000 and ₹20,15,000 each on
January 29, 2010.
Maxilla (Noticee No. 4) acquired 1,10,000 shares at an average price of ₹27.65 and total
buy value of shares was ₹ 30,41,500/- through the broker Religare on March 08, 2010.
Maxilla received funds of ₹15,00,000 from Vishal (Noticee No. 11) and ₹5,00,000 from
Dash (Noticee No. 2) on March 10, 2010 and received ₹10,60,000/- from Tutis (Noticee
No. 10) on March 11, 2010. Thus, altogether received ₹30,60,000/- was received from
these three entities and the same amount of ₹30,60,000 was paid to the broker on March
11, 2010.
Similarly, Vishal (Noticee No. 11) and Dash (Noticee No. 2) had provided funds to other
No.8), Prime (Noticee No. 6), Rajratan (Noticee No. 7) and Maxilla (Noticee No. 4) for
acquiring shares in the scrip of MCL.
On analysis of the acquisition of shares, payment obligations to the broker and bank
statements of the said entities, it is alleged that the said Tutis Group had acquired shares of
MCL at BSE and their payment obligation to the Broker (which arose from the said
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 4 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
acquisition of shares) was met from the funds received from the other entities of the Tutis
Group, showing common objective and interest while acquiring shares of MCL.
C. Connection based on the replies of certain entities and the Broker
Reply of Mr Dilip Kherade, director of 1) Mandvi, 2) Parachit, 3) Shingar, 4) Sparkle, 5)
Dash and 6) Rajratan vide his reply dated January 29, 2014 submitted as under:
a) He was an employee of Tutis. His address at 7, Ramwadi, Mahant Road, Vile Parle (E),
Mumbai- 400057 is also registered office address of Prime.
b) Mr. G. S. Chandrasekhar and Mr. Dilip Parekh are CMD and director, respectively, of
Tutis who made Mr. Dilip Kherade as director of the above 5 companies on paper only.
The above 5 companies are promoted by Mr. Dilip Parekh & his family members and
are the group companies of Tutis and Vishal. All the transactions of the companies were
carried out on the instructions / directions of Mr. G S Chandrasekhar and Mr. Dilip
Parekh. They generally instructed to Mr. Suthesh Nair (Vice President-Finance of Tutis)
and Mr. Suthesh Nair instructed to Mr. Dilip Kherade and other directors of the
companies for signing the demat request slip, cheques, etc.
c) Prior to his joining along with others as director of the companies, the family members
of Mr. Dilip Parekh were the directors of the abovementioned companies.
d) Basiz is a subsidiary of Vishal. Further, Tutis. is a promoter company of Vishal.
e) All the group entities have traded through Stock Planet Pvt. Ltd (sub-broker of Religare
Securities Ltd.) which is owned by Mr. Dilip C. Parekh and his son Mr. Chirag Parekh.
Reply of Mr Anthony Francis Lopes, director of Dash and Rajratan:-
Mr. Anthony Francis Lopes replied vide his reply dated January 29, 2014 that he was an
employee of Tutis. Mr. G S Chandrasekhar and Mr. Dilip Parekh are CMD and director,
respectively, of Tutis and they made him the director of Dash and Rajratan. He also
explained on similar line as replied by Mr. Dilip Kherade. Prior to his joining along with
others as director of the companies, the family members of Mr. Dilip Parekh were the
directors of the abovementioned companies. In his reply, he mentioned that Basiz is a
subsidiary of Vishal. Further, Tutis is a promoter company of Vishal.
Reply of Mr Hemant Kurtukade, director of Mandvi, Maxilla, Parachit and Sparkle, vide
his reply dated January 27, 2014 stated that he was an employee of Tutis. Mr. G S
Chandrasekhar and Mr. Dilip Parekh are CMD and director, respectively, of Tutis and they
made him director of i) Mandvi, ii) Maxilla, iii) Parachit and iv) Sparkle. He also explained
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 5 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
on similar line as reply by Mr Dilip Kherade. Prior to his joining along with others as
director of the companies, the family members of Mr. Dilip Parekh were the directors of
the abovementioned companies. In his reply, he mentioned that Basiz is a subsidiary of
Vishal. Further, Tutis is a promoter company of Vishal.
Reply of broker Religare Securities Ltd.
All the entities of Tutis Group have traded at BSE through M/s. Stock Planet Pvt. Ltd. who
is a sub-broker of Religare. As per the reply received from the broker Religare, Mr Dilip C.
Parekh (PAN- AACPP4242P) and Mr. Chirag Parekh (PAN- AFZPP8938G) are the
directors of Stock Planet Pvt. Ltd.
D. It was observed that Stock Planet Pvt Ltd. alongwith 2 entities of Tutis Group namely, Parachit
and Mandvi share common address i.e. B-104, Sussex Industrial Estate, D.K. Cross Marg,
Byculla, Mumbai, Maharashtra- 400 027. Further, Mr. Dilip C Parekh is also common director
of Tutis, Vishal and Dash. These three entities have funded other entities of Tutis Group for
acquiring shares in the scrip.
E. Thus, connection among Tutis Group entities through common directorship/address was
observed as summarised in the following table:
Sr.
No.
Name of
Entities Relation Evidence
PAC as per
SAST
Regulations Other Relation
1
Basiz Fund
Service Pvt
Ltd.
Subsidiary of Tutis Technologies Ltd. Website of Tutis
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 6 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 7 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of
Entities Relation Evidence
PAC as per
SAST
Regulations Other Relation
5
Parachit
Sales &
Marketing
(I) Pvt.
Ltd.
Same management.
As Mr Dilip Kheradeis common Director of
Name of Company Date of
Appointment
Date of
Cessation
Dash Pharmaceuticals Pvt
Ltd.
03/04/2006 Continuing
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
02/04/2004 Continuing
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
01/10/2006 Continuing
Shingar Dyes and
Chemicals Ltd.
15/10/2009 Continuing
Rajratan Trading Pvt Ltd. 21/10/2009 01/11/2010
Parachit Sales &
Marketing (I) Pvt Ltd
01/10/2006 Continuing
As Mr. Hemant Kurtukade is common Director of
Name of Company Date of
Appointment
Date of
Cessation
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
01/10/2006 Continuing
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
01/11/2009 Continuing
Maxilla Financial Services
Pvt. Ltd.
13/05/2004 Continuing
Parachit Sales &
Marketing (I) Pvt. Ltd
12/07/2003 Continuing
Mr. Suthesh K Nair is also common authorised person to place order
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 8 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 9 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
i) Bank Statements ii) Trading details iii) Ledger a/c with
broker
2 (e) (1)
10
Tutis
Technologi
es Ltd.
Same management.
As Mr. Dilip C Parekh is common Director of
Name of Company Date of
Appointment
Date of
Cessation
Vishal Information
Technologies Ltd
07/01/2000 Continuing
Tutis Technologies Ltd. 30/01/2001 Continuing
As Mr. G S Chandrashekar is common Director of
Name of Company Date of
Appointment
Date of
Cessation
Basiz Fund Service Pvt Ltd 07/07/2007 Continuing
Vishal Information
Technologies Ltd.
01/02/2001 Continuing
Tutis Technologies Ltd. 16/08/1995 Continuing
i) Directorship downloaded from MCA portal
ii) KYC of DP- The Saraswat Co-op Bank Ltd.
iii) Reply of broker- Religare Securities Ltd.
2 (e) (2)(i) Address: C-409,
Solaris-1, Opp. L & T -
Gate No.6, Saki Vihar
Road, Andheri [E],
Mumbai- 400072
(Source: CDSL &
NSDL) The above address is
common for
Tutis Technologies Ltd.
and Vishal Information
Technologies Ltd. Phone: 022
28578240/42
Fax: 022- 28578239
(Source: KYC of DP-
The Saraswat Co-op
Bank Ltd.) Mr. Dilip C Parekh:
He is common authorised person to place order to sub-broker- Stock
Planet Pvt Ltd for Tutis Technologies Ltd. and Vishal Information
Technologies Ltd.
He is also director of sub-broker- Stock Planet Pvt Ltd.
All the eleven entities acquired shares through one Sub-broker M/s.
Stock Planet Pvt Ltd and its director is Mr. Dilip C Parekh.
i) Reply of broker- Religare Securities Ltd.
ii) Reply of BSE
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 10 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of
Entities Relation Evidence
PAC as per
SAST
Regulations Other Relation
Tutis Technologies Ltd. is promoter of Vishal Information
Technologies Ltd. and it holds 45,79,062 equity shares of Vishal
Information Technologies Ltd. i.e., 51.51% as on March 7, 2008
2 (e) (2)(i)
Holding company of Basiz Fund Service Pvt Ltd. 2 (e) (2)(i)
11
Vishal
Informatio
n
Technologi
es Ltd.
(Name
changed to
Coral Hub
Ltd)
Same management.
As Mr. Dilip C Parekh is common Director of
Name of Company Date of
Appointment
Date of
Cessation
Vishal Information
Technologies Ltd
07/01/2000 Continuing
Tutis Technologies Ltd. 30/01/2001 Continuing
As Mr. G S Chandrashekar is common Director of
Name of Company Date of
Appointment
Date of
Cessation
Vishal Information
Technologies Ltd
01/02/2001 Continuing
Tutis Technologies Ltd. 16/08/1995 Continuing
i) Directorship downloaded from MCA portal
ii) KYC of DP-Dimensional Securities P Ltd.
iii) Reply of broker- Religare Securities Ltd.
2 (e) (2)(i) Address: 26 Ramasamy
Street Off Viman Road
T Nagar Chennai-
600017 (Source:
NSDL)
The above address is
common for
Basiz Fund Service Pvt
Ltd. and
Vishal Information
Technologies Ltd.
Address: C-409,
Solaris-1, Opp. L & T -
Gate No.6, Saki Vihar
Road, Andheri [E],
Mumbai- 400072
(Source: CDSL &
NSDL)
The above address is
common for
Tutis Technologies Ltd.
and Vishal Information
Technologies Ltd.
Phone: 022
28578240/42
Fax: 022- 28578239
(Source: KYC of DP-
The Saraswat Co-op
Bank Ltd.)
Vishal Information Technologies Ltd. funded to
i) Maxilla Financial Services Pvt. Ltd., ii) Mandvi Dyes and Chemicals Pvt Ltd. iii) Parachit Sales & Marketing (I) Pvt. Ltd., iv) Prime Dyes & Chemicals Co Pvt Ltd., v) Rajratan Trading Pvt Ltd., vi) Shingar Dyes and Chemicals Ltd.
for their acquisition of shares in the scrip
i) Bank Statements ii) Trading details iii) Ledger a/c with
broker
2(e)(1)
Company promoted by Tutis Technologies Ltd.
Tutis Technologies Ltd. holds 45,79,062 equity shares of Vishal
Information Technologies Ltd. i.e., 51.51% as on March 7, 2008.
All the eleven entities acquired shares through one Sub-broker M/s. Stock Planet Pvt Ltd
Mr. Dilip C Parekh is director of Sub-broker M/s. Stock Planet Pvt Ltd., Vishal Information
Technologies Ltd and Tutis Technologies Ltd.
Tutis Technologies Ltd. is holding company of Basiz Fund Service Pvt Ltd.
i) Reply of broker- Religare Securities Ltd.
ii) Reply of BSE iii) Directorship downloaded from MCA
portal
3. Thus, from the relation/ connection of common management, common directors, holding –
subsidiary company relation, common authorized person for placing order to the broker/sub-
broker, the bank accounts of the 11 entities of Tutis Group where funds have been transferred
from one to another for acquiring shares, off-market transfer of shares, replies of the entities, reply
of broker, etc., it was observed that all the 11 Noticees had informal understanding with a common
objective/ interest and have acted as Persons Acting in Concert (PAC) while acquiring shares of
MCL shares during the Investigation Period.
4. It was observed that, during the relevant period, the entities of Tutis Group had allegedly violated
the disclosure requirements as prescribed under the SAST Regulations with regard to transactions
of different entities on several dates as described in the following table:
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 11 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
1 Dash Pharmaceuticals Pvt
Ltd.
Acquirer 21-Nov-
08
9,10,550 3,08,800 12,19,350 19,98,628
shares
(18.15%)
3.62% 23,07,428
shares
(21.77%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Mandvi Dyes And
Chemicals Co Pvt Ltd
PAC 42,862 0 42,862
Parachit Sales And
Marketing (I) Pvt Ltd
PAC 1,00,000 0 1,00,000
Tutis Technologies Ltd. PAC 9,45,216 0 9,45,216
2 Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer 27-Nov-
08
42,862 4,00,000 4,42,862 23,07,428
shares
(21.77%)
3.77% 27,07,428
Shares
(25.54%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC 12,19,350 0 12,19,350
Parachit Sales And
Marketing (I) Pvt Ltd
PAC 1,00,000 0 1,00,000
Tutis Technologies Ltd., PAC 9,45,216 0 9,45,216
3 Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer 02-Dec-
08
4,42,862 2,68,310 7,11,172 27,07,428
shares
(25.54%)
2.53% 29,75,738
shares
(28.07%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC 12,19,350 0 12,19,350
Parachit Sales And
Marketing (I) Pvt Ltd
PAC 1,00,000 0 1,00,000
Tutis Technologies Ltd. PAC 9,45,216 0 9,45,216
4 Maxilla Financial Services
Pvt. Ltd.
Acquirer 11-Dec-
08
-
199,000
199,000
30,75,738
shares
(29.02%)
4.20% 35,20,738
shares
(33.21%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,219,350
-
1,219,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
711,172
-
711,172
Parachit Sales And
Marketing (I) Pvt Ltd
Acquirer
200,000
246,000
446,000
Tutis Technologies Ltd. PAC
945,216
-
945,216
5 Basiz Fund Service Pvt.
Ltd.
Acquirer 17-Mar-
09
66,218
100,000
166,218
36,47,856
shares
(34.41%)
0.94% 37,47,856
shares
(35.36%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
711,172
-
711,172
Maxilla Financial Services
Pvt. Ltd.
PAC
200,000
-
200,000
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 12 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
450,000
-
450,000
7(2) of SEBI (SAST)
Regulations, 1997
Rajratan Trading Pvt Ltd. PAC
176,900
-
176,900
Tutis Technologies Ltd., PAC
820,216
-
820,216
6 Basiz Fund Service Pvt.
Ltd.
PAC 15-Apr-
09
166,218
-
166,218
36,47,856
shares
(34.41%)
-2.35% 33,97,856
shares
(32.06%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
671,172
-
671,172
Maxilla Financial Services
Pvt. Ltd.
PAC
170,000
-
170,000
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
450,000
-
450,000
Rajratan Trading Pvt Ltd. PAC
146,900
-
146,900
Tutis Technologies Ltd. Acquirer
820,216
(250,000)
570,216
7 Basiz Fund Service Pvt.
Ltd.
PAC 04-Feb-
10
166,218
-
166,218
32,47,856
shares
(30.64%)
2.26% 34,87,856
shares
(32.90%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
671,172
-
671,172
Maxilla Financial Services
Pvt. Ltd.
Acquirer
170,000
50,000
220,000
Parachit Sales And
Marketing (I) Pvt Ltd
Acquirer
450,000
25,000
475,000
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
-
115,000
115,000
Rajratan Trading Pvt Ltd. Acquirer
146,900
50,000
196,900
Tutis Technologies Ltd. PAC
420,216
-
420,216
8 Basiz Fund Service Pvt.
Ltd.
PAC 25-Feb-
10
166,218
-
166,218
33,07,856
shares
(31.21%)
-1.70% 31,27,856
shares
(29.51%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 13 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
671,172
-
671,172
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Maxilla Financial Services
Pvt. Ltd.
PAC
220,000
-
220,000
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
475,000
-
475,000
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
115,000
-
115,000
Rajratan Trading Pvt Ltd. PAC
196,900
-
196,900
Tutis Technologies Ltd. Acquirer
240,216
(180,000)
60,216
9 Basiz Fund Service Pvt.
Ltd.
PAC 11-Mar-
10
166,218
-
166,218
33,07,856
shares
(31.21%)
2.02% 35,22,856
shares
(33.23%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
671,172
-
671,172
Maxilla Financial Services
Pvt. Ltd.
Acquirer
220,000
82,500
302,500
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
475,000
-
475,000
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
115,000
107,500
222,500
Rajratan Trading Pvt Ltd. Acquirer
196,900
25,000
221,900
Tutis Technologies Ltd. PAC
240,216
-
240,216
10 Basiz Fund Service Pvt.
Ltd.
PAC 12-Mar-
10
166,218
-
166,218
35,22,856
shares
(33.23%)
3.96% 39,42,856
shares
(37.20%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
671,172
240,216
911,388
Maxilla Financial Services
Pvt. Ltd.
Acquirer
302,500
110,000
412,500
Parachit Sales And
Marketing (I) Pvt Ltd
Acquirer
475,000
50,000
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
222,500
150,000
372,500
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 14 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Rajratan Trading Pvt Ltd. Acquirer
221,900
110,000
331,900
Tutis Technologies Ltd., PAC
240,216
(240,216)
-
11 Basiz Fund Service Pvt.
Ltd.
PAC 23-Mar-
10
166,218
-
166,218
41,23,856
shares
(38.90%)
3.11% 44,53,856
shares
(42.02%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
782,388
-
782,388
Maxilla Financial Services
Pvt. Ltd.
PAC
412,500
-
412,500
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
372,500
-
372,500
Rajratan Trading Pvt Ltd. PAC
331,900
-
331,900
Vishal Info Tech Ltd. Acquirer
310,000
330,000
640,000
12 Basiz Fund Service Pvt.
Ltd.
PAC 27-Mar-
10
166,218
-
166,218
45,53,856
shares
(42.96%)
2.87% 48,58,256
shares
(45.83%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
782,388
-
782,388
Maxilla Financial Services
Pvt. Ltd.
PAC
412,500
-
412,500
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
372,500
-
372,500
Rajratan Trading Pvt Ltd. PAC
331,900
-
331,900
Vishal Info Tech Ltd. Acquirer
740,000
304,400
1,044,400
13 Basiz Fund Service Pvt.
Ltd.
PAC 30-Mar-
10
166,218
-
166,218
49,98,256
shares
(47.15%)
0.88% 50,91,256
shares
(48.03%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 15 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
782,388
-
782,388
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997 Maxilla Financial Services
Pvt. Ltd.
PAC
412,500
-
412,500
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
372,500
53,000
425,500
Rajratan Trading Pvt Ltd. Acquirer
331,900
40,000
371,900
Vishal Info Tech Ltd. PAC
1,184,400
-
1,184,400
14 Basiz Fund Service Pvt.
Ltd.
PAC 09-Apr-
10
166,218
-
166,218
52,31,256
shares
(49.35%)
0.94% 53,31,256
shares
(50.29%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
782,388
-
782,388
Maxilla Financial Services
Pvt. Ltd.
PAC
452,500
-
452,500
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
425,500
100,000
525,500
Rajratan Trading Pvt Ltd. PAC
371,900
-
371,900
Vishal Info Tech Ltd. PAC
1,284,400
-
1,284,400
15 Basiz Fund Service Pvt.
Ltd.
PAC 20-Apr-
10
166,218
-
166,218
54,65,256
shares
(51.56%)
0.76% 55,46,047
shares
(52.32%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
916,388
80,791
997,179
Maxilla Financial Services
Pvt. Ltd.
PAC
452,500
-
452,500
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 16 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
525,500
-
525,500
Rajratan Trading Pvt Ltd. PAC
371,900
-
371,900
Vishal Info Tech Ltd. PAC
1,284,400
-
1,284,400
16 Basiz Fund Service Pvt.
Ltd.
PAC 08-May-
10
166,218
-
166,218
57,50,719
shares
(54.25%)
0.18% 57,69,801
shares
(54.43%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
997,179
19,082
1,016,261
Maxilla Financial Services
Pvt. Ltd.
PAC
511,172
-
511,172
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
525,500
-
525,500
Rajratan Trading Pvt Ltd. PAC
396,900
-
396,900
Shingar Dyes and
Chemicals Ltd.
PAC
121,000
-
121,000
Vishal Info Tech Ltd. PAC
1,284,400
-
1,284,400
17 Basiz Fund Service Pvt.
Ltd.
PAC 25-May-
10
166,218
-
166,218
59,37,921
shares
(56.02%)
0.70% 60,12,771
shares
(56.72%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
1,024,261
-
1,024,261
Maxilla Financial Services
Pvt. Ltd.
PAC
511,192
-
511,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
525,500
-
525,500
Rajratan Trading Pvt Ltd. PAC
446,900
-
446,900
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 17 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Shingar Dyes and
Chemicals Ltd.
Acquirer
231,000
74,850
305,850
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
18 Basiz Fund Service Pvt.
Ltd.
PAC 07-Jun-10
166,218
-
166,218
60,12,771
shares
(56.72%)
2.36% 62,72,771
shares
(59.18%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
1,024,261
-
1,024,261
Maxilla Financial Services
Pvt. Ltd.
PAC
511,192
-
511,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
525,000
-
525,000
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
525,500
35,000
560,500
Rajratan Trading Pvt Ltd. PAC
446,900
-
446,900
Shingar Dyes and
Chemicals Ltd.
PAC
305,850
-
305,850
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
Acquirer
-
225,000
225,000
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
19 Basiz Fund Service Pvt.
Ltd.
PAC 19-Jul-10
166,218
-
166,218
61,42,221
shares
(57.95%)
-1.89% 59,42,221
shares
(56.06%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
776,261
(200,000)
576,261
Maxilla Financial Services
Pvt. Ltd.
PAC
511,192
-
511,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
524,950
-
524,950
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
498,000
-
498,000
Rajratan Trading Pvt Ltd. PAC
446,900
-
446,900
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 18 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Shingar Dyes and
Chemicals Ltd.
PAC
305,850
-
305,850
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
PAC
405,000
-
405,000
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
20 Basiz Fund Service Pvt.
Ltd.
PAC 03-Aug-
10
166,218
-
166,218
60,90,031
shares
(57.45%)
0.70% 61,64,031
shares
(58.15%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
598,261
-
598,261
Maxilla Financial Services
Pvt. Ltd.
PAC
527,192
-
527,192
Parachit Sales And
Marketing (I) Pvt Ltd
Acquirer
324,950
74,000
398,950
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
498,000
-
498,000
Rajratan Trading Pvt Ltd. PAC
466,900
-
466,900
Shingar Dyes and
Chemicals Ltd.
PAC
466,160
-
466,160
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
PAC
534,500
-
534,500
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
21 Basiz Fund Service Pvt.
Ltd.
PAC 13-Aug-
10
166,218
-
166,218
62,97,281
shares
(59.41%)
1.79% 64,87,231
shares
(61.20%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,223,350
-
1,223,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
PAC
598,261
-
598,261
Maxilla Financial Services
Pvt. Ltd.
PAC
527,192
-
527,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
398,950
-
398,950
Prime Dyes & Chemicals
Co Pvt Ltd.
Acquirer
498,000
57,500
555,500
Rajratan Trading Pvt Ltd. PAC
600,150
-
600,150
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 19 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Shingar Dyes and
Chemicals Ltd.
Acquirer
466,160
60,000
526,160
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
Acquirer
534,500
72,450
606,950
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
22 Basiz Fund Service Pvt.
Ltd.
PAC 15-Sep-10
166,218
-
166,218
66,65,340
shares
(62.88%)
1.79% 67,65,190
shares
(63.82%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,303,350
-
1,303,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
747,261
90,000
837,261
Maxilla Financial Services
Pvt. Ltd.
PAC
447,192
-
447,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
497,939
-
497,939
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
505,500
-
505,500
Rajratan Trading Pvt Ltd. PAC
520,150
-
520,150
Shingar Dyes and
Chemicals Ltd.
Acquirer
666,230
9,850
676,080
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
PAC
527,000
-
527,000
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
23 Basiz Fund Service Pvt.
Ltd.
PAC 15-Sep-10
166,218
-
166,218
66,65,340
shares
(62.88%)
0.90% 67,65,190
shares
(63.82%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,303,350
-
1,303,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
747,261
90,000
837,261
Maxilla Financial Services
Pvt. Ltd.
PAC
447,192
-
447,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
497,939
-
497,939
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
505,500
-
505,500
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 20 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr.
No.
Name of the
entity/(ies)
Acquirer
/ PAC
Date of
Acquisiti
on
Sharehol
ding
prior to
acquisiti
on
Total
Credit /
(Debit)
(On
market/
Off
Market)
Shareholdi
ng
pursuant to
acquisition
Consolidat
ed
shareholdi
ng before
Transactio
ns %
%
change
Consolidat
ed
shareholdi
ng after
Transactio
ns (%) Violation
Rajratan Trading Pvt Ltd. PAC
520,150
-
520,150
Shingar Dyes and
Chemicals Ltd.
Acquirer
666,230
9,850
676,080
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
PAC
527,000
-
527,000
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
24 Basiz Fund Service Pvt.
Ltd.
PAC 21-Sep-10
166,218
-
166,218
65,87,413
shares
(62.15%)
-0.48% 65,37,413
shares
(61.67%)
Disclosure not made to
stock exchange and to
the company, by the
Acquirer(s) and PACs
as there was a change
of shareholding
(purchase / sale) by
more than 2%, thereby
violaing Regulation
7(1A) r/w Regulation
7(2) of SEBI (SAST)
Regulations, 1997
Dash Pharmaceuticals Pvt
Ltd.
PAC
1,303,350
-
1,303,350
Mandvi Dyes &
Chemicals Co. Pvt. Ltd.
Acquirer
637,261
(50,000)
587,261
Maxilla Financial Services
Pvt. Ltd.
PAC
447,192
-
447,192
Parachit Sales And
Marketing (I) Pvt Ltd
PAC
497,939
-
497,939
Prime Dyes & Chemicals
Co Pvt Ltd.
PAC
505,500
-
505,500
Rajratan Trading Pvt Ltd. PAC
520,150
-
520,150
Shingar Dyes and
Chemicals Ltd.
Acquirer
676,080
(156,000)
520,080
Sparkle Tooth Brush Mfg
Co. Pvt Ltd.
Acquirer
527,000
(20,000)
507,000
Tutis Technologies Ltd., PAC
22,223
176,000
198,223
Vishal Info Tech Ltd. PAC
1,284,500
-
1,284,500
5. From the above Table, it was observed that the 11 Noticees had on various occasions
purchased/sold more than 2% shares of the company during the period of investigation. Since
they were holding more than 15% shares during the period of investigation, any subsequent
acquisition or sale aggregating in excess of 2% would trigger the disclosure provisions under
regulation 7(1A) of the SAST Regulations. Hence, these entities were required to disclose the same
under regulation 7(1A) read with regulation 7(2) of the SAST Regulations to MCL and BSE within
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 21 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
2 working days from the date of respective purchase/sale aggregating 2%. However, from the reply
received from BSE, vide its email dated August 26, 2016, it was observed that these entities have
failed to make the required disclosures under regulation 7(1A) read with regulation 7(2) of the
SAST Regulations to the company and stock exchange.
6. In view of the above, SEBI felt satisfied that there are sufficient grounds to inquire and adjudicate
upon the aforesaid violation of the SAST Regulations by the aforesaid 11 Noticees and approved
the instant proceedings and vide communication-order dated July 17, 2017, Mr. D. Sura Reddy,
General Manager, was appointed as Adjudicating Officer (erstwhile AO) to inquire and adjudge
under section 15A (b) of the SEBI Act the aforesaid alleged violations by the respective Noticees
and the matter was referred to him on July 18, 2017. A show cause notice no. EAD-
2/DSR/RG/19058/2017 dated August 09, 2017 (hereinafter referred to as ‘SCN’) was issued by
the erstwhile AO to the Noticees in terms of rule 4(1) of the SEBI (Procedure for Holding Inquiry
and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as the
‘Adjudication Rules’) read with section 15I of the SEBI Act. By the SCN, the Noticees were called
upon to show cause as to why an inquiry should not be held against them in terms of rule 4 of the
Adjudication Rules and penalty be not imposed under Section 15A (b) of the SEBI Act for the
aforesaid alleged violations.
7. The SCN was sent at the last known address of the Noticees through Speed Post Acknowledgment
Due/Affixture, which was, duly served upon them. Except Noticee No.1 no reply was received
from any other Noticee. Noticee No.1 had, vide its letter dated September 15, 2017, inter alia
submitted that:
a. The SCN alleges that since various entities of Tutis Group entered into off market
transaction, owned account in same Bank i.e., Saraswat Bank and transferred funds
amongst each other for facilitating acquisitions / sales of shares of MCL, therefore, they
have acted as PAC. In this regards it is submitted that:
i. During investigation period the Noticee No. 1 didn’t have a bank account in
Saraswat Bank. In fact, it never had a bank account in Saraswat Bank.
ii. The SCN itself recognizes (in para 3) that The Noticee No. 1 never undertook
any off market trades in shares of MCL; and
iii. The Notice No. 1 didn’t transfer/ receive any funds from any other entities
belonging to the Tutis Group as evident from the SCN itself.
b. The SCN specifically alleges that the Noticee No. 1 was a subsidiary of Tutis (Notice
No. 10) under regulation 2(1)(e)(2)(i) of the SAST Regulations, Mr. G. S. Chandrasekhar
was a common director between Noticee No. 1, 10 and 11, the Noticee No. 1 shared
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 22 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
common address with Noticee No. 11 and that the acquisitions of share of MCL were
undertaken through a common broker. In this regard, it is submitted that:
i. On March 26, 2007, Coral Hub Limited, formerly known as Vishal (Noticee No.
11) acquired certain shares of Noticee No.1 whereby it became subsidiary of the
Noticee No. 11. The Noticee No. 11 was a subsidiary of the Noticee No. 10.
ii. On June 16, 2008, New Enterprise Associates, an independent US based Indo-
US venture Fund (hereinafter referred to as ‘NEA’) invested certain funds in
Noticee No.1 and acquired 47.95% of its total shares capital. With this, the
Noticee No. 11 ceased to be a holding company of Noticee No.1 and it no longer
remained the largest shareholder of Noticee No.1. in this regard, it has relied
upon its shareholding pattern.
iii. As Noticee No. 1 was a not a subsidiary of the Noticee No. 11, it also was not
subsidiary of the Noticee No. 10 nor was it under the control and management
of the Noticees No. 10 or 11 as on the date of alleged transactions.
iv. Noticee No.1 was governed by an independent Board which was bound by the
provisions of its Articles.
v. With respect to Mr. G. S. Chandrasekhar being a common director of Noticee
No. 1, 10 and 11, it is submitted that he had been director of Noticee No. 1 since
July 2007. Under its Articles the founders of the Noticee No. 1 were allowed to
nominate two directors in its Board. However, in light of the special powers
given to NEA under Article 16.5 of the Noticee No. 1, Mr. G. S. Chandrasekhar
did neither have any control over the management, appointment/removal or
change in composition of the Board nor did he have any control over the
operations of the Board.
vi. Due to historical relationship between Noticee No. 1 and 11 both the companies
were located in the same building, however, on different floors. Moreover, with
effect from November 16, 2012 and as evident from the “Company Master
Data” at page No. 535 and 544 of the SCN, the Noticee No. 1 and 11 do not
share a common address anymore.
vii. The Noticee No. 1 has been wrongly clubbed with other PAC on the basis of
historical fact as stated above.
viii. The Noticee No. 1 bought 1,66,218 shares of MCL through Religare Securities
Limited and these shares were sold through same broker in December 2014. It
is submitted that the allegation Tutis Group operated through a common broker
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 23 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
is irrelevant for the present proceeding as the trading decision and trading
pattern of Noticee No. 1, 10 and 11 have nothing in common.
ix. The Noticee No. 1 had acquired only 1.57 % shares of MCL in open market in
the entire investigation period, such number is insignificant and did not result in
Noticee No. 1 to cross any of the threshold which would result in any violations
of the SAST Regulations. Even then, this minor purchase by Noticee No. 1,
which was independent of transactions undertaken by any other entity in the
scrip of MCL was incorrectly clubbed with the trades of the Tutis Group.
8. Subsequently, by a communication-order dated November 22, 2018, this case has been transferred
to me. After receipt of records, the Noticees were given additional opportunity to file reply to the
SCN and were also granted an opportunity of personal hearing on February 07, 2019 in terms of
Rule 4(3) of the Adjudication Rules and in the interest of natural justice. The notice dated January
25, 2019 in this regard was duly served upon the Noticees No. 1, 8 and 10 through Speed Post
Acknowledgement Due/ Affixture. With respect to Noticee No. 2 to 7, 9 and 11 it could not be
served upon them, therefore, it was served by publishing the same in newspapers in terms of rule
7(d) of the Adjudication Rules. On schedule date of hearing i.e. February 7, 2019, Mr. A. V.
Seshadrinathan, Mr. Suthesh K Nair and Mr. Anil Kumar Choudhary, Authorised Representative
(ARs) of the Noticee No. 1 appeared and reiterated the reply of the Noticee No. 1 dated September
15, 2017. However, no reply / communication has been received from the Noticees No. 2 to 11
despite service of notices upon them. Vide the said SCN/notice of hearing, it was clearly indicated
that in case of failure to submit reply or to appear for the hearing, the case would be proceeded
with ex-parte on the basis of the material available on record. It is noted that the Noticees No. 2 to
11 have neither filed any reply nor have availed the opportunity of personal hearing despite service
of notices upon them. In the facts and circumstances of this case, I am of the view that the Noticees
No. 2 to 11 have nothing to submit and in terms of rule 4(7) of the Adjudication Rules the matter
can be proceeded ex-parte on the basis of material available on record.
9. I have carefully considered the allegations and charges levelled against the Noticees and relevant
material relied upon in this case. It is noted that the SCN has alleged several independent charges
against separate group of entities out of the Tutis Group. Since all charges are not inter-linked, in
my view, they need not be part of a common order. Hence, I proceed to deal with specific charges
against the 11 Noticees herein by way of separate orders with regard to separate and independent
transactions as alleged in the SCN. In this order the limited issue for determination is as to whether
all the Noticees have triggered the disclosure obligations under regulation 7(1A) read with
regulation 7(2) of the SAST Regulations in respect of transactions as alleged in the SCN. Before
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 24 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
examination of the respective transactions, I deem it appropriate to examine the scope of the
obligation under regulation 7(1A) read with regulation 7(2) of the SAST Regulations, which reads
as follows:
Relevant provisions of the SAT Regulations:
Acquisition of 5 per cent and more shares or voting rights of a company.
7(1) ……………………………..
(1A) Any acquirer who has acquired shares or voting rights of a company under sub-regulation (1)
of regulation 11 or under second proviso to sub-regulation (2) of regulation 11, shall disclose purchase
or sale aggregating two per cent or more of the share capital of the target company to the target company,
and the stock exchanges where shares of the target company are listed within two working days of such
purchase or sale along with the aggregate shareholding after such acquisition or sale.
Explanation- For the purpose of sub-regulation (1) and (1A), the term ‘acquirer’ shall include a
pledgee, other than a bank or a financial institution and such pledgee shall make disclosure to the
target company and the stock exchanges within two working days of creation of pledge.
7(2) The disclosures mentioned in sub-regulations (1) and (1A) shall be made within two working
days of –
(a) The receipt of intimation of allotment of shares; or
(b)The acquisition of shares or voting rights, as the case may be.
10. From the language of the regulation of 7(1A) of the SAST Regulations it is noted that the disclosure
obligation therein is on the ‘acquirer’ who has acquired shares or voting rights under regulation
11(1), to disclose purchase or sale of 2% or more shares in the company. In terms of regulation
7(2), the disclosures stipulated under 7(1A) have to be made in two working days of purchase or
sale. The term ‘acquirer’ as defined in regulation 2(1)(b) of the SAST Regulations includes the ‘persons
act in concert’ with him. Thus, the threshold of 2% change in shareholding is to be determined by
consolidated shareholdings of the acquirer and PACs with him. However, it is not mandatory that
the acquirer and all the PACs must make disclosures under regulation 7(1A). In this regard, while
deciding the issue of disclosure obligations of the acquirer and PACs under regulation 7(1A) of the
SAST Regulations, the Hon'ble SAT in the matter of O.P. Gulati v. SEBI (Appeal No. 185 of 2011
decided on January 11, 2012) has held as following :
“… Does the said regulation require each and every acquirer within the meaning of the takeover code
to make a declaration to the stock exchanges is the moot question. We are of the view that it is not so.
The said regulation casts an obligation to disclose purchase or sale of the share capital of the target
company to the target company and to the stock exchanges within two days of such purchase or sale if:
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 25 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
1) person is an acquirer; 2) that person has acquired shares or voting rights; 3) such acquisition is under
sub-regulation (1) to regulation 11; and 4) purchase or sale aggregates two per cent or more of the share
capital of the target company. To attract the provisions of regulation 7(1A), it is necessary that all the
four conditions stipulated above are satisfied. … The purpose of declaration to the target company and
to the stock exchanges where shares of the target company are listed is well served by the disclosure to be
made by the acquirer who acquires the shares of the target company. A person who may fall within the
definition of acquirer under the takeover code but has not acquired the shares and is not a person acting
in concert with the person acquiring the shares is not obliged to make disclosure under regulation 7(1A)
of the takeover code. In a given case, suppose there are 20 persons in a target company who may fall
within the definition of ‘acquirer’ under the takeover code and say only two of them have purchased or
sold shares aggregating two per cent or more of the share capital of the target company and these two
persons are not acting in concert with any of the other eighteen persons. If the argument of learned counsel
for the respondent Board is accepted then all the twenty persons who fall within the definition of ‘acquirer’
are required to make disclosure to the company as well as to the concerned stock exchanges. Such
additional disclosure by eighteen persons who have neither purchased nor sold shares, nor are persons
acting in concert with the two acquirers, serves no purpose.”
11. It is relevant to note that the concept of the term “persons acting in concert” in the SAST Regulations
is acquisition specific i.e. is with regard to specific acquisitions of shares with a commonality of
object and community of interest of acquiring shares/voting rights. Regulation 7(1A) does not cast
specific obligation on all PACs of the person whose shareholding changes pursuant to his purchase
or sale. Thus, the obligation under this regulation would be on the person who is transacting
(purchasing/selling) in the shares on the relevant date and not on all deemed PACs as held by
Hon’ble SAT in the aforementioned O.P. Gulati case and in the matter of Mr. Gopalakrishnan Raman
and Ors Vs. SEBI decided on November 20, 2015 wherein it held that requiring every PAC to make
such disclosures would lead to absurd consequences.
12. In this case, in absence of any response from the Noticees 2 to 11, it is presumed that the entities
from amongst them who purchased or sold shares of MCL during the investigation period have
admitted the charge as alleged in the SCN. In this regard, the observations of Hon’ble Securities
Appellate Tribunal (SAT) in the matter of Classic Credit Ltd. vs. SEBI (Appeal No. 68 of 2003
decided on December 08, 2006) are relevant to rely upon wherein it has that- "… the appellants did
not file any reply to the second show-cause notice. This being so, it has to be presumed that the charges alleged against
them in the show cause notice were admitted by them”. Further, the Hon’ble SAT in the matter of Sanjay
Kumar Tayal & Others vs SEBI (Appeal No. 68 of 2013 decided on February 11, 2014), has, inter
alia, observed that: “… appellants have neither filed reply to show cause notices issued to them nor availed
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 26 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
opportunity of personal hearing offered to them in the adjudication proceedings and, therefore, appellants are presumed
to have admitted charges levelled against them in the show cause notices...”
13. For the purpose of this order, I have considered the reply of the Noticee No. 1 as relevant for the
charge of violation of regulation 7(1A) read with 7(2) of the SAST Regulations. It is noted from
the SCN that the acquisition of the Noticee No. 1 dated March 17, 2009 during the investigation
period is the only transaction by it as basis of the charge. As per the SCN the Noticee No. 1 had
acquired 100,000 share on March 17, 2009 whereby the combined shareholding of Noticee No. 1
along with of its alleged PACs namely Noticees No. 2, 3, 4, 5, 7 and 10 increased from 34.41% to
35.36%. This acquisition per se does not trigger any obligation to make any disclosures under
regulation 7(1A) read with regulation 7(2) of the SAST Regulations.
14. It is noted that the charge on Noticee No. 1 is merely on the basis of alleged concerted action of
the Noticee No. 1 with other Noticees. Since, as held by Hon’ble SAT in its aforementioned orders,
the PACs cannot be held liable for non-compliance of disclosures obligations of the acquirer who
purchases or sells 2% or more shares in the company, Noticee No. 1 is not liable for non-
compliance of provisions of regulation 7(1A) read with 7(2) of the SAST Regulations of the other
Noticees even if it is found to have acted in concert with the respective acquirer who purchased
or sold the shares of MCL during the investigation period. I, therefore, for the purpose of this
order do not go into the merits of the reply of the Noticee No. 1.
15. Similarly, the individual acquisition dated September 15, 2010 of Shingar (Noticee No. 8), per se
did not trigger its disclosure obligation under regulation 7(1A) read with regulation 7(2) of the
SAST Regulations as it did not breach the threshold of 2%. It has been clubbed in the list of
Noticees merely for the reason that it was a PAC with other Noticees as described hereinabove.
Further, Noticee No. 8 is also not liable for non-compliance of provisions of regulation 7(1A) read
with 7(2) of the SAST Regulations of the other Noticees even if it is found to have acted in concert
with the respective acquirer who purchased or sold the shares of MCL during the investigation
period.
16. Coming to the obligation of the other Noticees, taking into account the principles laid down by
Hon’ble SAT in its aforementioned orders and provisions of regulation 7(1A), I note that the
following transactions of respective Noticees, admittedly, did not trigger the disclosure obligation
under regulation 7(1A) as the consequent change in combined shareholding of respective acquirer
and PAC was less than 2%:
a. Purchase dated March 17, 2009 of the Noticee No. 1,
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 27 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
b. Sale dated February 25, 2010 of the Noticee No. 10,
c. Purchase dated March 30, 2010 of Noticee No. 6 and 7,
d. Purchase dated April 09, 2010 of Noticee No. 6,
e. Purchase dated April 20, 2010 of Noticee No. 3,
f. Purchase dated May 08, 2010 of Noticee No. 3,
g. Purchase dated May 25, 2010 of Noticee No. 8,
h. Purchase dated July 19, 2010 of Noticee No. 3,
i. Purchase dated August 03, 2010 of Noticee No. 5
j. Purchase dated August 13, 2010 of Noticee No. 6, 8 and 9,
k. Purchase dated September 15, 2010 of Noticee No. 3 and 8,
l. Purchase dated September 21, 2010 of Noticee No. 4, 8 and 9.
17. As alleged in the SCN the following transaction of the respective Noticees had triggered their
respective obligation under regulation 7(1A) read with regulation 7(2) of the SAST Regulations:
Sr. No. Acquisition/sale by the Noticee Date of transaction
% age of shares
involved
Consequential change in combined shareholding of the
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 28 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
Sr. No. Acquisition/sale by the Noticee Date of transaction
% age of shares
involved
Consequential change in combined shareholding of the
acquirer/PAC
d. Prime Dyes & Chemicals Co Pvt Ltd. (Noticee No. 6); and
e. Rajratan Trading Pvt. Ltd. (Noticee No. 7)
9 Vishal Information Technologies Ltd. (Noticee No. 11)
23-Mar-2010 3.11 38.90%-42.02%
10 Vishal Information Technologies Ltd. (Noticee No. 11)
27-Mar-2010 2.87 42.96%-45.83%
11 a. Prime Dyes & Chemicals Co Pvt Ltd. (Noticee No. 6); and
9 Vishal Information Technologies Ltd. (Noticee No. 11) 2
19. In this case, there is complete failure on the part of aforesaid 9 Noticees. It is pertinent to mention
that the disclosures requirements under the respective regulations serve very important purposes.
The stock exchange is informed so that the investing public will come to know of the position
enabling them to stick on with or exit from the company. Timely disclosures of the details of the
shareholding of the persons acquiring/transferring substantial stake is of significant importance as
such disclosures also enable the regulators to monitor such acquisitions. Hon'ble SAT in the matter
of Coimbatore Flavors & Fragrances Ltd. vs SEBI (Appeal No. 209 of 2014 order dated August 11, 2014),
has held that “Undoubtedly, the purpose of these disclosures is to bring about more transparency in the affairs of
the companies. True and timely disclosures by a company or its promoters are very essential from two angles. Firstly;
investors can take a more informed decision to invest or not to invest in a particular scrip secondly; the Regulator can
properly monitor the transactions in the capital market to effectively regulate the same." Further in the matter of
Appeal No. 66 of 2003 -Milan Mahendra Securities Pvt. Ltd. vs. SEBI–the Hon’ble SAT, vide its order
dated April 15, 2005 also held that, “the purpose of these disclosures is to bring about transparency in the
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 29 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
transactions and assist the Regulator to effectively monitor the transactions in the market.” In the facts and
circumstances of this case, the failure to make disclosure as found in this case would defeat the
purpose of the provisions of Regulation 7(1A) read with 7(2) of the SAST Regulations. The
statutory timeline stipulated in regulation 7(2) of the SAST Regulations is mandatory. Considering
these facts and circumstances, I hold that this case deserves imposition of monetary penalty upon
the Noticees No. 2, 3, 4, 5, 6, 7 9, 10 and 11 under Section 15A (b) of the SEBI Act which reads
as following:-
SEBI Act.
Penalties and Adjudication
Penalty for failure to furnish information, return, etc.
15A. If any person, who is required under this Act or any rules or regulations made thereunder,—
(a) ………………………………….
(b) to file any return or furnish any information, books or other documents within the time specified therefor
in the regulations, fails to file return or furnish the same within the time specified therefor in the regulations,
he shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one lakh
rupees for each day during which such failure continues subject to a maximum of one crore rupees.
20. For the purpose of adjudication of penalty it is relevant to mention that under section 15I of the
SEBI Act imposition of penalty is linked to the subjective satisfaction of the Adjudicating Officer.
The words in the section that "he may impose such penalty" are of considerable significance, especially
in view of the guidelines provided by the legislature in section 15J. Further, as per explanation
appended to section 15J, vide Part VIII of Chapter VI of the Finance Act, 2017, while adjudging
the quantum of penalty the adjudicating officer has discretion and such discretion should be
exercised having due regard to the factors specified in section 15J. The factors stipulated in Section
15J of the SEBI Act, which reads as under:-
15J ‐ Factors to be taken into account by the adjudicating officer
While adjudging quantum of penalty under section 15‐I, the adjudicating officer shall have due regard
to the following factors, namely:‐
(a) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of
the default;
(b) the amount of loss caused to an investor or group of investor/+s as a result of the default;
(c) the repetitive nature of the default.
Explanation-
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For the removal of doubts, it is clarified that the power of an adjudicating officer to adjudge the quantum
of penalty under sections 15A to 15E,clauses (b) and (c) of section 15F, 15G, 15H and 15HA
shall be and shall always be deemed to have been exercised under the provisions of this section.
21. Having regard to the factors listed in section 15J, it is noted that from the material available on
record, any quantifiable gain or unfair advantage accrued to the Noticees or the extent of loss
suffered by the investors as a result of the default in this case cannot be computed. In this case the
aforesaid 9 Noticees have been found to be purchasing shares of MCL repeatedly pursuant to
concerted action with a commonality of object and community of the interest in acquisition of
shares of MCL. There is a complete failure on the part of these Noticees in making disclosures to
the MCL and BSE as required by the regulations. They have been entered into transactions in
clandestine manner and have completely defaulted in making requisite disclosures thereby
defeating the objective and purpose of the regulations. In the fact and circumstance of the case, I
am of the view that the default in this case is not merely for the reason of lethargies but are
deliberate defaults on account of needless procrastination and wilful negligence. I also note that
during the instant proceedings, these Noticees had shown obstinacy to respond to the SCN and
notices of hearing as they have not responded at all, despite services of the notices upon them.
This clearly tantamount to a definitive stance on the part of these Noticees which signifies
deliberate non co-operative intent. In my view, the violations as found in this case are serious as
they adversely impact the integrity of the securities market.
22. Considering the facts and circumstances of the case and exercising the powers conferred upon me
under section 15I of the SEBI Act read with rule 5 of the Adjudication Rules. I, therefore, hereby
impose the monetary penalty on Noticees No. 2, 3,4,5,6,7,9,10 and 11 under Section 15A(b) of the
9 Vishal Information Technologies Ltd. (Noticee No. 11) 3,00,000/-
___________________________________________________________________________________ Adjudication Order in the matter of Mindvision Capital Limited Page 31 of 31 (Ref No.: EAD-2/SS/VS/58/136-146/2018-19)
23. In my view, the aforesaid penalty is commensurate with the violation committed by these Noticees
in this case.
24. The aforesaid Noticees shall remit / pay the said amount of penalty within 45 days of receipt of
this order either by way of Demand Draft in favour of “SEBI - Penalties Remittable to
Government of India”, payable at Mumbai, OR through e-payment facility into Bank Account, the
details of which are as follows:
Bank Name State Bank of India
Branch Bandra-Kurla Complex
RTGS Code SBIN0004380
Beneficiary Name SEBI – Penalties Remittable To Government of India
Beneficiary A/c No 31465271959
25. The said demand draft or forwarding details and confirmation of e-payment made in the format
as given in following table should be sent to "The Division Chief, EFD-DRA-IV, Securities and
Exchange Board of India, SEBI Bhavan, Plot no. C- 4 A, "G" Block, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 052” and also to e-mail id:- [email protected]
1 Case Name
2 Name of the Payee
3 Date of Payment
4 Amount Paid
5 Transaction No.
6 Bank Details in which payment is made
7 Payment is made for (like penalties/disgorgement / recovery/ settlement amount and legal charges along with order details)
26. In terms of Rule 6 of the Adjudication Rules, copies of this order are sent to the Noticee and also
