Securities and Exchange Board of India (SEBI)-Madhabi Puri Buch, Whole Time Member, while exercising powers under Section 19 read with Sections 11(1), 11(4) and 11B (1) and 11B(2) of the Securities and Exchange Board of India Act, 1992 restricted the Noticees involved in manipulation of the scrip.
In the present matter the show cause notice alleged that 21 connected entities (i.e. the ECL group) and 10 amalgamation allottees acted in concert in the scheme in manipulating the scrip price and facilitated in sale of shares by amalgamation allottees at a higher price thereby enabling the 10 amalgamation allottees to make wrongful gains. It was found during the investigation connected Noticees 1 to 18 (ECL group entities) acted in concert in trading in small quantity, at price above LTP, as counter parties to each other’s trades, etc. manipulated the price of the scrip and created a misleading appearance of trading in the scrip. And the 10 amalgamation allottees connected to the ECL Group sold majority of shares at a higher price to these connected ECL Group entities not buy any share during the IP except one. Thus Noticee 1 to 18, are alleged to have violated Section 12 A (a), (b), (c) of SEBI Act 1992, Regulation 3 (a), (b), (c), (d), 4(1) and 4(2) (a) and (e) of SEBI (PFUTP) Regulations, 2003. And through the trading patterns Noticee 31 showed the Noticee was not acting as a genuine buyer and had no bona fide intention to buy in-spite of sufficient sell order quantity being available in the market. And Noticee 32 by virtue of being in promoter and promoter group, for non-disclosure of acquisition of the shares of the company.
The Tribunal after considering the contentions and the submissions put forth was of the view that,
“Few Noticees have contended that the price and volume rise was result of the corporate announcements and listing and the same has not been considered during the price volume analysis. It is worthwhile to mention here that, at the time when the price of ECL share was going up, there were no corporate announcements other than declaration of financial results, shareholding pattern and appointment/change of directors”. It found that the 18 connected Noticees traded among themselves and manipulated the price of the scrip and created misleading appearance of trading in the scrip”.
It considered the facts established and further stated that,
“All these above facts confirm that the price and volume movements by the connected Noticees was a calibrated effort towards price increase. Further being an illiquid scrip the entities acting in concert can easily manipulate the volume and price acting counter parties to each other’s trades. Since the number of the traders available for the scrip are not too many, the execution is difficult and therefore time difference between the order placing and the execution time are immaterial as the same are played by the manipulators itself”.
The Tribunal referred to the SAT’s order Bhavesh Pabari v. SEBI decided on July 3, 2012,
“…We agree with the adjudicating officer that matching of a large number of trades between the selected set of persons/entities for a considerable period of time in illiquid scrip cannot be a coincidence. Therefore, the adjudicating officer has rightly concluded that on the basis of the material on record, it is established that the appellant acted in collusion with others and created artificial volumes in the market and also influenced price of the scrip by placing and executing a large number of buy orders at a price higher than the last traded price and indulged in unfair trade practices”.
The Tribunal considered that the contentions put forth by the Noticees were not tenable because the Noticees are participants in the scheme. And therefore, restricted the Noticees from the securities market for different relevant periods. Also directed them to disgorge the amount so collected.[Excel Castronics Limited, In re, 2021 SCC OnLine SEBI 241, decided on 01-10-2021]
Agatha Shukla, Editorial Assistant has reported this brief.