Page 1 of 54 WTM/PS/70/ISD/JAN/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under Regulation 28 (2) read with Regulation 38 (2) of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 IN THE MATTER OF IRREGULARITIES IN INITIAL PUBLIC OFFERING In respect of Karvy Stock Broking Limited, Depository Participant [SEBI Registration Nos. IN-DP-NSDL-247-2005 and IN-DP-CDSL-305-2005] ___________________________________________________________________________ 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted a preliminary examination, upon noticing certain irregularities with respect to the Initial Public Offerings (hereinafter referred to as 'IPO') of different companies. A few individuals/ entities (referred to as 'the key operators') had opened various demat accounts (hereinafter referred to as 'afferent accounts') in fictitious/ benami names and made large number of applications in the IPOs in the category of retail investors in fictitious/ benami names (each of the applications being of small value as to make it eligible for allotment under the retail category). These key operators were found to have cornered/ acquired the IPO shares by making fictitious applications in the retail category through various fictitious/ benami applicants. Pursuant to the allotment, the shares were transferred to the demat account of these key operators. Further, it was also revealed that these key operators had transferred the shares through off-market deals to ultimate beneficiaries, who were the financiers in the process. The preliminary examination inter alia revealed that the depository participant namely Karvy Stock Broking Limited (hereinafter referred to as the 'Karvy DP') had opened various demat accounts in the fictitious/ benami names and aided and abetted various key operators to corner the shares in the IPO. 2. Pursuant to the preliminary investigation, SEBI issued the order dated December 15, 2005 in the IPO of Yes Bank and inter alia directed NSDL to undertake a comprehensive inspection of Karvy DP. Vide this order, Karvy DP was directed to fully co-operate with NSDL in the above inspection. NSDL was directed to submit a report to SEBI detailing the findings of its inspection in a time-bound manner. Further, SEBI issued another order dated January 12, 2006, in the IPO of Infrastructure Development Finance Company Limited (hereinafter referred to as 'IDFC') directing inter alia Karvy DP to complete the
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Page 1 of 54
WTM/PS/70/ISD/JAN/2014
BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: PRASHANT SARAN, WHOLE TIME MEMBER
ORDER
Under Regulation 28 (2) read with Regulation 38 (2) of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 IN THE MATTER OF IRREGULARITIES IN INITIAL PUBLIC OFFERING In respect of Karvy Stock Broking Limited, Depository Participant [SEBI Registration Nos. IN-DP-NSDL-247-2005 and IN-DP-CDSL-305-2005] ___________________________________________________________________________
1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted a
preliminary examination, upon noticing certain irregularities with respect to the Initial
Public Offerings (hereinafter referred to as 'IPO') of different companies. A few
individuals/ entities (referred to as 'the key operators') had opened various demat accounts
(hereinafter referred to as 'afferent accounts') in fictitious/ benami names and made large
number of applications in the IPOs in the category of retail investors in fictitious/ benami
names (each of the applications being of small value as to make it eligible for allotment under the retail
category). These key operators were found to have cornered/ acquired the IPO shares by
making fictitious applications in the retail category through various fictitious/ benami
applicants. Pursuant to the allotment, the shares were transferred to the demat account of
these key operators. Further, it was also revealed that these key operators had transferred
the shares through off-market deals to ultimate beneficiaries, who were the financiers in the
process. The preliminary examination inter alia revealed that the depository participant
namely Karvy Stock Broking Limited (hereinafter referred to as the 'Karvy DP') had
opened various demat accounts in the fictitious/ benami names and aided and abetted
various key operators to corner the shares in the IPO.
2. Pursuant to the preliminary investigation, SEBI issued the order dated December 15, 2005
in the IPO of Yes Bank and inter alia directed NSDL to undertake a comprehensive
inspection of Karvy DP. Vide this order, Karvy DP was directed to fully co-operate with
NSDL in the above inspection. NSDL was directed to submit a report to SEBI detailing
the findings of its inspection in a time-bound manner. Further, SEBI issued another order
dated January 12, 2006, in the IPO of Infrastructure Development Finance Company
Limited (hereinafter referred to as 'IDFC') directing inter alia Karvy DP to complete the
Page 2 of 54
process of verifying the identity and address of the dematerialized account holders and to
close/ freeze the dematerialized accounts where they are unable to do the verification not
later than January 31, 2006; to put in place systems and procedures to ensure that in future
no non-genuine dematerialized accounts are opened by them. Karvy DP vide the said order
was asked to submit a detailed report to SEBI narrating the actions taken by them in this
regard and further not to open new dematerialized accounts till the submission of the said
report. Karvy DP was also asked to submit an undertaking to SEBI and obtaining a no-
objection from SEBI for accepting fresh business as a DP.
In the meantime, SEBI had issued another interim order on April 27, 2006 inter alia directing
Karvy DP as under:
"17.4. ... The following financiers of the master account holders are hereby directed not to buy, sell or deal in securities market including in IPOs, directly or indirectly, till further directions: 1. ... 2. .. ... 84. Karvy Stock Broking Limited 85. ... ... 17.7. … I direct that Karvy DP and Pratik DP shall not carry on the activities as DP till the completion of enquiry and passing of final order, excepting for effecting transfer of BO account to another SEBI registered DP on request. Notwithstanding this direction, Karvy DP and Pratik DP shall continue to be governed by the SEBI (Depositories and Participants) Regulations, 1996 and other applicable legal provisions in other respects. 17.8. Since the other business groups of Karvy have appeared to have acted in concert in the gamut of the IPO manipulations, I further direct Karvy Stock Broking Ltd., Karvy Computershare Pvt. Ltd., Karvy Investor Services Ltd. and Karvy Consultants Ltd. not to undertake fresh business as a Registrar to Issue and Share transfer agent, excepting those businesses already contracted as on date."
Subsequent to the personal hearing to Karvy DP, SEBI passed the order dated May 26,
2006, wherein Karvy DP was directed not to act as a DP, pending enquiry and passing of
final orders, except for acting on the instructions of existing beneficial owners (hereinafter
referred to as 'BO'). Karvy DP was also directed to transfer the demat account of an
existing BO to another SEBI registered DP, on request.
3. In the meantime, SEBI had initiated Enquiry proceedings against Karvy DP, being a
registered intermediary, in terms of the Enquiry Regulations, by appointing an Enquiry
Officer under Regulation 5(1) of the Enquiry Regulations vide orders dated May 25, 2006 and
Page 3 of 54
September 18, 2006. The Enquiry Officer enquired into the alleged violation of the Securities
and Exchange Board of India Act, 1992 (hereinafter referred to as the ‘SEBI Act’), the SEBI
(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market)
Regulations, 2003 (hereinafter referred to as the 'PFUTP Regulations'), SEBI (Depositories
and Participants) Regulations, 1996 (hereinafter referred to as 'DP Regulations') and the
provisions of the SEBI (Criteria for Fit and Proper Persons) Regulations, 2004 (hereinafter
referred to as 'Fit and Proper Regulations').
4. The Enquiry Officer in his report dated March 30, 2007, found that Karvy DP had
contravened the provisions of Section 12 A(a), (b) and (c) of the SEBI Act, Regulations 3,
4(1) and 4(2)(p) of the PFUTP Regulations, Regulations 19, 42, 43, 46 and 52 of the DP
Regulations read with Clauses 3, 9, 12, 16, 19, 20 and 22 of the Code of Conduct as specified
in the third schedule under Regulation 20A of the DP Regulations and the provisions under
the Depositories Act, 1996 (hereinafter referred to as the 'DP Act') and SEBI (Disclosure and
Investor Protection) Guidelines, 2000 (hereinafter referred to as 'DIP Guidelines') and
recommended that Karvy DP be prohibited from acting as a DP for a period of 18 months.
The Enquiry Officer later clarified that the prohibition of 18 months recommended by him
against Karvy DP was in respect of taking up new assignment/ fresh business as a DP. The
Enquiry Officer also recommended that the period of prohibition already undergone by the
DP as per the interim orders of SEBI be considered, for the purpose of computing the period
of prohibition recommended by him.
5. Pursuant to the Enquiry Report, SEBI issued a Show Cause Notice (hereinafter referred to
as 'SCN') dated May 04, 2007 to Karvy DP along with a copy of the Enquiry Report,
advising it to show cause as to why the penalty recommended by the Enquiry Officer may
not be enhanced as considered fit by SEBI. Karvy DP sent a reply vide its letter dated May 19,
2007.
6. SEBI had initiated enquiry proceedings against two other entities of the Karvy group, viz.,
Karvy Stock Broking Limited (in the capacity as a Stock Broker) (hereinafter referred to as
'KSBL') and Karvy Computershare Pvt. Limited (Registrar to an Issue) also. On June 22, 2007,
SEBI passed a common order (hereinafter referred to as 'earlier SEBI order') in respect of all
Karvy entities including Karvy DP containing the following directions:
Page 4 of 54
Table A
Entity Direction With effect from Karvy DP Prohibition from opening fresh demat
accounts till December 31, 2007 Immediate effect.
KSBL, member, NSE and Hyderabad Stock Exchange
Suspension for a period of three months On the expiry of 21 days from the date of the order.
Karvy Computershare Pvt. Ltd., the Registrar to the Issue
Prohibition from acting as Registrar to an Issue for a period of nine months.
As the period has already been undergone, no further effect
7. Separate appeals were filed by Karvy DP, KSBL and Karvy Computershare Private Limited
against the aforesaid SEBI order. The said appeals were disposed off by the Hon’ble SAT
vide an order dated June 30, 2008, with the following directions :
"..... remand the cases to the respondent Board with a direction to pass three separate orders on the three show cause notices issued by the learned wholetime member. It is, however, made clear that while passing the fresh orders the wholetime member shall take into account only the material that is already on the record and will not permit either party to produce any fresh material or file fresh replies or written submissions. He will, however, grant a fresh oral hearing to the parties and take into consideration the replies and written submissions already filed. The parties will however be at liberty to cite case law in support of their respective submissions. The wholetime member while passing the fresh orders shall not be influenced by any observation or finding recorded in the impugned order. We also make it clear that we have not decided any issue on merits and, therefore, all the issues raised by the parties remain open to be decided afresh by the learned wholetime member in accordance with law. In case the final order(s) were to go against the appellant(s), the same shall not be given effect to for a period of four weeks from the date of receipt thereof by the appellant(s)." (emphasis supplied)
8. Pursuant to the order of Hon'ble SAT, Karvy DP filed an application for the settlement of
proceedings through a consent order. The application filed by Karvy DP was dealt in
accordance with the SEBI Circular dated April 20, 2007 and after the rejection of the said
application, the present proceeding against Karvy DP was revived. Opportunities of
personal hearing were afforded to Karvy DP on December 07, 2012 and January 30, 2013,
Mr. Somasekhar Sundaresan, Advocate, represented the entity and made submissions on
behalf of Karvy DP. Mr. C. Parthasarathy, Chairman and Managing Director, Mr.
Muthuswamy Iyer, Vice President - Compliance, Mr. V. Mahesh, Authorized Person, were
also present in the hearings.
9. Karvy DP is admittedly a part of the Karvy group of companies comprising of Karvy Stock
2 Dami Verma 145379 Karina Desai 122049 Aarti Zala 56681
3 Agat Pathak 187451 Bhadresh Vala 177937 — —
4 Aanshi Pandya 106487 Aanshi Rathi 126480 — —
5 Bablu Pathak 195861 Aakash Verma 136385 — —
6 Abhishek Rathi 127066 Abhishek Desai 117064 — —
7 Agni Pathak 187656 Badren Barot 176141 — —
8 Akshar Bhatt 198501 Bablu Patil 95869 — —
9 Bhadresh Desai 117936 Bhadresh Rathi 127938 — —
10 Aditya Pandya 107351 Aakash Patil 86383 — —
11 Abhilash Venna 136961 Agat Pandya 107457 — —
12 Agat Rathi 127450 Agat Desai 117459 — —
From the above, I note the instance that Bhagyesh Vania, Abhilash Rathi and Abhilash
Desai had same photographs in their application forms for opening demat accounts.
In the case of bank accounts also, strangely enough, it is seen that different bank
accounts were opened for the same group of persons, using same photograph,
different names and similar addresses. The details of such bank accounts are
mentioned below:-
Page 23 of 54
Table J
S. No. Name A/c no. with BhOB Name A/c no. with BhOB Name A/c no. with BhOB1 Bhagyesh Vania 9550-12175 Abhilash Rathi 9550-2068 Abhilash Desai 9550-1068
2 Darni Verma 9550-3909 Karina Desai 9550-1576 Aarti Zala 9550-10040
The argument of Karvy DP here is that the applications were received in bulk and that
the same were processed in different lots. Further, it says that, the identification of the
applicant by a DP as per the applicable KYC norms, was based on the verification of
the POI/ POA documents, which was duly done by it. Karvy DP has also stated that as
the banks had certified the identity and addresses of the person, Karvy DP had no
reason to suspect that the photographs were not of the real persons. It is admitted by
Karvy DP that it was impossible for it to verify whether the same set of photographs
were affixed in more than one set of demat application forms. Karvy DP also stated that
it had no electronic system available to store and match the photographs of the
applicants and that the processing personnel at the time of opening of the demat
accounts, only scrutinizes the application form so as to ensure the availability of the
requisite KYC documents. It has also submitted that it is practically impossible for the
person verifying the applications to focus on the photographs and identify the common
photographs. It has also been said that at the relevant time, identification was based on
the verification of the documents certifying the identity of the person and there was no
mandatory requirement of doing in-person verification before opening of the account. I
have considered the submission of Karvy DP that there were no systems to
electronically store and match the photographs in different names.
After having examined these instances in the light of the submissions of Karvy DP, I
am of the considered view that Karvy DP could not have missed the pattern of identical
photographs, similar address and common surnames in the application forms. It is
difficult to accept that it missed their attention. Had common photograph been an
isolated instance, one could believe that it was missed. However, not being able to spot
Page 24 of 54
even one instance among at least a dozen, is a matter of concern. In the case of
common addresses, Karvy DP has admitted that it was aware of the fact that different
accounts were being opened with the same address of the sub broker. It is quite strange
that the processing personnel, employed by Karvy DP, did not sense something amiss
when applications with similar names were coming in front of them through a handful
of key operators. If such a lapse is found in several cases, the obvious conclusion would
be that there was a deliberate omission. Under these circumstances, I am constrained to
conclude that Karvy DP ought not to have ventured into the humongous task of
accepting such number of applications. Further, the admitted failure to have an
appropriate system in place for authentic verification of the applicants, itself leads the
regulator to conclude that Karvy DP was giving leeway to the key operators to open
more and more demat accounts.
iii. Opening of demat accounts with different combination of identical names and
surnames
- In a previous discussion about the introduction of bank account bearing no: 12140 with
IOB, a list of 50 names certified by KSBL, starting with 'SURESH' and ending with
'ADITI' which was attached along with the account opening form, was analysed.
Queerly enough, I note that the demat accounts were also opened with Karvy DP on
CDSL in a similar manner for the 50 names starting from 'SURESH' and ending with
'ADITI' with 25 different combinations of surnames. The first name in the list annexed
with bank account number 12140 i.e. 'SURESH' has been used with 25 different
combinations of surnames as mentioned in the table below:
Table K
S. No Name of the A/c holder Demat A/c number Date of opening of A/c Status
1 SURESH ZALA 1301440000056768 July 15, 2005 Closed 2 SURESH RATHOD 1301440000066761 July 15, 2005 Closed 3 SURESH VANIA 1301440000076761 July 15, 2005 Closed 4 SURESH PATIL 1301440000086763 July 15, 2005 Closed 5 SURESH RANKA 1301440000096765 July 15, 2005 Closed 6 SURESH PANDYA 1301440000106761 July 16, 2005 Closed 7 SURESH DESAI 1301440000116761 July 16, 2005 Closed 8 SURESH RATHI 1301440000126763 July 16, 2005 Closed 9 SURESH VERMA 1301440000136765 July 16, 2005 Closed 10 SURESH TRIVEDI 1301440000156769 July 16, 2005 Closed 11 SURESH GANDHI 1301440000146767 July 16, 2005 Closed 12 SURESH BAROT 1301440000166760 July 16, 2005 Closed 13 SURESH VALA 1301440000176762 July 16, 2005 Closed 14 SURESH PATHAK 1301440000186764 July 16, 2005 Closed 15 SURESH BHATT 1301440000196766 July 16, 2005 Closed 16 SURESH TATED 1301440000410188 September 22, 2005 Pending for activation 17 SURESH KELA 1301440000420181 September 22, 2005 Pending for activation 18 SURESH SEN 1301440000430181 September 22, 2005 Pending for activation 19 SURESH ROY 1301440000440183 September 22, 2005 Pending for activation 20 SURESH IRANI 1301440000450185 September 22, 2005 Pending for activation
Page 25 of 54
21 SURESH JHA 1301440000460187 September 22, 2005 Pending for activation 22 SURESH KAPUR 1301440000400186 September 22, 2005 Pending for activation 23 SURESH MEHTA 1301440000470189 September 22, 2005 Pending for activation 24 SURESH DAS 1301440000480180 September 22, 2005 Pending for activation 25 SURESH PRASAD 1301440000490182 September 22, 2005 Pending for activation
Similarly the last name in the list i.e. 'ADITI' has been used with 25 different
combinations of surnames while opening the demat accounts on CDSL as mentioned
below:
Table L
S. No Name of the A/c holder Demat A/c number Date of opening of A/c Status
1 ADITI ZALA 1301440000057250 July 15, 2005 Closed 2 ADITI RATHOD 1301440000067252 July 15, 2005 Closed 3 ADITI VANIA 1301440000077254 July 15, 2005 Closed 4 ADITI PATIL 1301440000087256 July 15, 2005 Closed 5 ADITI RANKA 1301440000097258 July 15, 2005 Closed 6 ADITI PANDYA 1301440000107252 July 16, 2005 Closed 7 ADITI DESAI 1301440000117254 July 16, 2005 Closed 8 ADITI RATHI 1301440000127256 July 16, 2005 Closed 9 ADITI VERMA 1301440000137258 July 16, 2005 Closed 10 ADITI TRIVEDI 1301440000157251 July 16, 2005 Closed 11 ADITI GANDHI 1301440000147251 July 16, 2005 Closed 12 ADITI BAROT 1301440000167253 July 16, 2005 Closed 13 ADITI VALA 13014400001772525 July 16, 2005 Closed 14 ADITI PATHAK 1301440000187257 July 16, 2005 Closed 15 ADITI BHATT 1301440000197259 July 16, 2005 Closed 16 ADITI TATED 1301440000410671 September 22, 2005 Pending for activation 17 ADITI KELA 1301440000420671 September 22, 2005 Pending for activation 18 ADITI SEN 1301440000430673 September 22, 2005 Pending for activation 19 ADITI ROY 1301440000440675 September 22, 2005 Pending for activation 20 ADITI IRANI 1301440000450677 September 22, 2005 Pending for activation 21 ADITI JHA 1301440000460679 September 22, 2005 Pending for activation 22 ADITI KAPUR 1301440000400678 September 22, 2005 Pending for activation 23 ADITI MEHTA 1301440000470670 September 22, 2005 Pending for activation 24 ADITI DAS 1301440000480672 September 22, 2005 Pending for activation 25 ADITI PRASAD 1301440000490674 September 22, 2005 Pending for activation
From the above, it is seen that Karvy DP went on opening demat accounts for names
having different combinations of identical names and surnames. I note that KCL had
also provided finance in the IPO of IDFC to individuals who had similar set of names
starting with 'SURESH' to 'ADITI' out of the above discussed set of demat accounts
opened at CDSL during July 15 - 16, 2005.
Given below is the table which contains the details of the applications made, refunds
and allotment in respect of these names 'SURESH to 'ADITI' with the surname
'PANDYA' (although this forms part of the discussion under separate charge i.e. 'role in
the opening of the bank accounts', however, it is being referred at this stage to show the
charges w.r.t. the demat accounts of 'SURESH' and 'ADITI' in the relevant perspective):
From the above, it can be seen that the DIS were in continuous serial numbers and the
target client ID were same. I note that the details like the target client ID in the DIS
were not hand written, rather printed on the form using the same font characters. All
these show that the shares were transferred to the same client, on a single day in a pre-
planned manner.
Another instance is that pursuant to the allotment of shares in the IDFC IPO on
August 06, 2005, the shares were then transferred from the demat accounts of the
allottees (including SURESH SETH till ADITI SETH) to the demat accounts of Ms.
Roopal Panchal (client ID: 11920868) on August 08, 2005 through off-market
transactions. For such transfers also, Karvy DP had issued loose DIS slips which had
continuous serial numbers. The details of the off market transfers in the IPO of IDFC
in respect of these transactions are given in the table below:
Table R
Client ID Name of the demat a/c holder
Target client name
Date of execution
No. of shares
Slip no.
13130266 SURESH SETH Roopal Panchal August 8, 2005 266 200167245 13130274 ABHAY SETH Roopal Panchal August 8, 2005 266 200167246 13130299 DEVANSHI SETH Roopal Panchal August 8, 2005 266 200167248 13130329 LABDHA SETH Roopal Panchal August 8, 2005 266 200167249 13130338 YASHI SETH Roopal Panchal August 8, 2005 266 200167250 13130346 NIRU SETH Roopal Panchal August 8, 2005 266 200167251 13130354 NITA SETH Roopal Panchal August 8, 2005 266 200167252 13130362 UTPALL SETH Roopal Panchal August 8, 2005 266 200167253 13130379 ABHIGNA SETH Roopal Panchal August 8, 2005 266 200167254 13130387 BALWANT SETH Roopal Panchal August 8, 2005 266 200167255 13130395 DEVARSHI SETH Roopal Panchal August 8, 2005 266 200167256 13130409 GUMAN SETH Roopal Panchal August 8, 2005 266 200167257 13130418 JHANKI SETH Roopal Panchal August 8, 2005 266 200167258 13130426 LAGNI SETH Roopal Panchal August 8, 2005 266 200167259 13130434 YASHU SETH Roopal Panchal August 8, 2005 266 200167260 13130442 NIRUPAMA SETH Roopal Panchal August 8, 2005 266 200167261 13130459 NITANSH SETH Roopal Panchal August 8, 2005 266 200167262 13130467 SWATI SETH Roopal Panchal August 8, 2005 266 200167263 13130475 ABHILASH SETH Roopal Panchal August 8, 2005 266 200167264 13130483 BALWIR SETH Roopal Panchal August 8, 2005 266 200167265 13130490 DEVASYA SETH Roopal Panchal August 8, 2005 266 200167266 13130506 GUNISH SETH Roopal Panchal August 8, 2005 266 200167267 13130514 JIGAR SETH Roopal Panchal August 8, 2005 266 200167268 13130522 LAHAR SETH Roopal Panchal August 8, 2005 266 200167269 13130539 YATNA SETH Roopal Panchal August 8, 2005 266 200167270 13130547 NIRVI SETH Roopal Panchal August 8, 2005 266 200167271 13130555 NITIN SETH Roopal Panchal August 8, 2005 266 200167272 13130563 TRUSHIT SETH Roopal Panchal August 8, 2005 266 200167273
Page 34 of 54
13130570 ABHISHEK SETH Roopal Panchal August 8, 2005 266 200167274 13130589 BANJUL Roopal Panchal August 8, 2005 266 200167275 13130598 DEVENDRA SETH Roopal Panchal August 8, 2005 266 200167276 13130602 GUNJAK SETH Roopal Panchal August 8, 2005 266 200167277 13130619 JIGISH SETH Roopal Panchal August 8, 2005 266 120204845 13130627 LAJJA SETH Roopal Panchal August 8, 2005 266 200167278 13130635 YATRI SETH Roopal Panchal August 8, 2005 266 200167279 13130643 NISAR SETH Roopal Panchal August 8, 2005 266 200167280 13130650 DEPARV SETH Roopal Panchal August 8, 2005 266 200167281 13130669 TUKHAR SETH Roopal Panchal August 8, 2005 266 200167282 13130678 ADIP SETH Roopal Panchal August 8, 2005 266 200167283 13130686 BANKIM SETH Roopal Panchal August 8, 2005 266 200167284 13130694 DEVISETH Roopal Panchal August 8, 2005 266 200167285 13130717 JIMISH SETH Roopal Panchal August 8, 2005 266 200167287 13130725 LAKENDRA SETH Roopal Panchal August 8, 2005 266 200167288 13130733 YAVAN SETH Roopal Panchal August 8, 2005 266 200167289 13130740 MIYA SETH Roopal Panchal August 8, 2005 266 200167290 13130759 ROHINI SETH Roopal Panchal August 8, 2005 266 200167291 13130768 TURANG SETH Roopal Panchal August 8, 2005 266 200167292 13130776 ADITI SETH Roopal Panchal August 8, 2005 266 200167293
As per the details obtained from CDSL, it is seen that hundreds of the DISs used by the
key operators are in continuous serial numbers. A sample from the IPO of IDFC is as
under:
Table S
Sr. No. Name of the Group DIS Serial no. (from and to) No. of DIS
1 Manoj Seksaria 40,001 – 42,000 1,999
2 Purshottam Bhudwani 32,001 ‐ 32,130
32,141 ‐ 32,300
32,311 ‐ 32,845
61,001 ‐ 61,100
61,201 ‐ 62,600
65,401 ‐ 66,200
129
159
534
99
1,399
799
3 Roopal Panchal 70,001 ‐ 84,807 14,806
4 Dhaval A. Mehta 19,679 – 20,018 339
5 Dharmesh B. Mehta 20,405 – 21,106 701
6 Dhaval A. Katakia 21,172‐ 22,283 1,111
7 Dharmesh K. Katakia 21,586 ‐ 21,711 125
8 Dhaval A. Mehta 19679 ‐ 20,018
22541‐22,612
339
71
Total 22,610
Karvy DP in its reply before the Enquiry Officer had submitted that the account
holders while filling up their details like ISIN number, number of shares, target account
number, etc., prior to the submission of the same to it for execution, had used a similar
printer which in turn resulted in, matching of font, font size, etc.
It has been further found that DIS slips were purportedly signed by one person in bulk
and the same were processed in a single day. The Enquiry Report also discusses about
the processing of DIS which does not bear the signature of the clients. Upon
consideration of these factors, the Enquiry Officer has noted that it is highly improbable
Page 35 of 54
that all the different account holders have used the same printer and the same font to fill
the said details.
In this regard, I note that Karvy DP in its reply has submitted that different types of
DIS were submitted by the clients, viz., printed, rubber stamped and handwritten. It has
been said that similar printer might have been used by the IPO sub broker for servicing
its clients. It has been argued that CINs (Credit Instruction number) were not
mentioned on the DIS. These were filled in by the clerical staff at the time of providing
these instruction slips to the CDSL officials. Karvy DP has also submitted that as per
the DP Rules and Regulations, a DP cannot withhold the transfer of shares, if a valid
and duly executed DIS is submitted by the clients. It has also said that the execution of
DIS requires entry of only a few numeric fields and Karvy DP has the necessary
infrastructure and resources to handle high volume transactions. Karvy DP has also
argued that the instructions have been executed following the maker-checker concept as
per the DP guidelines. They have stated that the submission of instructions by a broker/
sub-broker to the DP of their clients for the shares to be received by them is a general
practice. Karvy further said that given the scale of operations, there was nothing
abnormal in the processing of the so called large number of DISs in a day. They also
stated to have ensured that the signatures in the DIS were tallying with the signatures in
the demat application forms and that the signatures in all the DISs were not the same.
As regards the seven cases wherein it was alleged that the respective DIS were received
without signature, it has been submitted that these were rejected and retained by Karvy
DP and fresh DIS were called from the clients. Subsequently, a fresh set of DIS were
received by Karvy DP duly signed by the BO holders for execution of transfer and
accordingly the DIS was executed.
I note that the DIS were issued in continuous serial numbers whereas demat account
numbers of the afferent accounts are not continuous. The submissions of Karvy DP
does not appear to be convincing to me as the continuous serial number of DIS is
possible only if loose DISs which is part of one booklet is issued to various clients.
Therefore, I conclude that the DIS slips had been issued by Karvy DP to one or a few
persons controlling the said group. Further, it cannot be said to be a mere coincidence
that so many (14,806) account holders based at Ahmedabad could have given
instructions to DP on a single day and that such instructions went unnoticed. The pre-
Page 36 of 54
printing of all the relevant columns in the DIS definitely points to the collusion of
Karvy DP and key operators in furtherance of their game plan.
Further, Karvy DP seems to have known that the DISs would be issued to the clients at
the address available on records and that these were finally reaching to the key
operators, as the correspondence address of these accounts is the same as that of key
operators. Under these circumstances, it can be said that Karvy DP had the knowledge
of the operations relating to the key operators and had facilitated the transfer of shares
from thousands of afferent accounts to the demat accounts of the key operators. Thus,
by accommodating the key operators, Karvy DP deliberately facilitated, aided and
abetted these key operators to make large scale off market transfers in furtherance of
the common objective of cornering of the shares, which is a matter of serious regulatory
concern.
In my opinion, the events starting from opening of bank accounts, afferent demat accounts
and the manner in which they were operated along with the special treatment afforded to
the very same key operators have to be considered as a comprehensive plan in which Karvy
group was an important participant.
d. Third Party cheques
I note that Karvy DP had accepted third party cheques for the dues payable by various
BOs and had issued a single receipt to key operators whereas the amount was paid on
behalf of various demat accounts. In fact, it is found to have accepted single consolidated
cheque in respect of 225 accounts and 1,276 accounts. This practice definitely shows that
Karvy DP was giving special treatment to the key operators.
Karvy DP in its reply has submitted that the IPO sub-brokers were procuring the
applications from the investors and they used to collect the fees applicable from them.
They have also said that as the amounts collected from the clients towards fees were small,
the same were remitted by investors to the sub-brokers in cash. The fees so collected in
cash by the sub-brokers was then remitted to Karvy DP by way of consolidated cheques. It
is submitted that as it was the IPO sub-brokers, who were bringing the applications for
opening demat accounts on behalf of the investors, Karvy DP was accepting the single
consolidated cheque toward payment and issuing single receipt.
Karvy DP vide its letter dated June 08, 2007, submitted certain details showing
consolidated payments from sub brokers/ key operators towards AMC (Annual
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Maintenance Charges) and transaction charges of numerous demat accounts held with the
DP. The details thereof are as under:
Table T
CHEQUE COLLECTION AMOUNT (PANCHAL)
Total AMC Charges Transactions Charges
S. No.
Chq. No Date Bank Name No. of A/c Amount No. of A/c
Amount No. of A/c
Amount
1 627986 12-May-03 HDFC 4 2743 4 2743
2 907406 12-May-03 HDFC 3 2449 3 2449
3 907407 12-May-03 HDFC 780 780
4 984761 12-May-03 HDFC 1589 1589
5 6278986 12-May-03 HDFC 192 192
6 774641 12-May-03 ICICI 324 324
7 780184 12-May-03 ICICI 371 371
8 749833 12-May-03 VIJAYA 316 316
9 417618 22-Aug-03 HDFC BANK 146 146
10 766900 09-Sep-03 VIJAYA 150 150
11 273329 24-0ct-03 HDFC BANK 225 11250 225 11250
12 699328 24-Dec-03 HDFC BANK 1277 63850 1277 63850
13 699329 24-Dec-03 HDFC BANK 600 30000 600 30000
14 815625 24-Mar-04 BANK OF BARODA
119.32 1 119.32
15 144388 31-Mar-04 BOBL 1334 200000 1334 200000
16 394242 10-Jun-04 HDFC BANK 2600 2600
17 774588 24-Jul-04 ICICI 319.62 319.62
18 907683 24-Jul-04 ICICI 439.03 439.03
19 941364 24-Jul-04 ICICI 883.58 883.58
20 955211 24-Jul-04 ICICI 926 100000 926 100000
21 853131 24-Jul-04 SCB 966.12 966.12
22 853128 24-Jul-04 SCB 191.64 191.64
23 853129 24-Jul-04 SCB 110.43 110.43
24 853130 24-Jul-04 SCB 256.83 256.83
25 865238 24-Jul-04 SCB 198.06 198.06
26 984167 24-Jul-04 SCB 124.20 124.20
27 984168 24-Jul-04 SCB 135.34 135.34
28 984171 24-Jul-04 SCB 1162.14 1162.14
29 984172 24-Jul-04 SCB 477.36 477.36
30 985719 24-Jul-04 SCB 254.89 254.89
31 986122 24-Jul-04 SCB 526.72 526.72
32 984169 24-Jul-04 SCB 126.24 126.24
33 984170 24-Jul-04 SCB 316.45 316.45
34 749844 24-Jul-04 VIJAYA 180.49 180.49
35 955249 19-Aug-04 ICICI BANK 2507 300000 2507 300000
36 152462 25-Aug-04 BOBL 566 56600 566 56600
37 151219 19-Nov-04 SCB 428 295500 428 295500
38 623168 21-Jan-05 HDFC Bank 171 45000 171 45000
39 774593 25-J an-05 ICICI 211.58 211.58
40 907688 25-Jan-05 ICICI 380.19 380.19
41 936348 25-J an-05 ICICI 928.99 928.99
42 940881 25-Jan-05 ICICI 232.52 232.52
43 941368 25-J an-05 ICICI 631.45 631.45
44 943874 25-J an-05 ICICI 1078.78 1078.78
45 962365 25-J an-05 ICICI 1147.18 1147.18
46 940692 25-J an-05 ICICI 3389.79 3389.79
47 984188 25-Jan-05 SCB 284.32 284.32
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Thus, Karvy DP is found to have accepted consolidated cheques/ payments for the
dues payable. Karvy DP, at different junctures, in its replies/ written submissions has
talked about its large scale of operations and that it has the infrastructure for handling
peak volumes during the IPOs. Karvy DP has also taken an argument that the number
of accounts opened at its end, have to be viewed against the backdrop of the scale of
the operations and the infrastructure available with it. In this regard, I note that the
charge against Karvy DP is not one pertaining to inadequacy of infrastructure or
inefficiency. Karvy DP is charged with complicity with the key operators in perpetrating
manipulative and fraudulent transactions. Karvy DP had misused its infrastructure to
further the interests of the key operators. I am of the considered view that Karvy DP
cannot shrug off the responsibility on the note that its scale of operation is large and
that IPO sub broker have exploited the loopholes. In my view, larger the scale of
operation, the greater, the degree of responsibility is. If one were to accept the argument
that loopholes existed in the system and that IPO sub brokers had misled the DP, the
very presence of the intermediaries in the securities market becomes meaningless. In my
view, a registered intermediary is not just expected to remain alert and keep vigil while
performing its duties but also not become a party to the scheme of manipulation plotted
by the manipulators.
e. IPO financing
Having examined the manner in which Karvy DP had been involved in the opening of
bank accounts, afferent demat accounts and how it accommodated the key operators,
overlooking the set norms and procedures, I would now deal with the financing activities
of KCL1 so as to comprehend the larger scheme of operations indulged by 'Karvy' as a
business group.
i. Financing Ms. Roopalben Panchal without verifying her creditworthiness
1 KCL was the NBFC arm of Karvy group and had acted as financier, during the relevant period of time. KCL was the registered DP during the relevant period of time.
Total 10,869 14,32,433.25 10,213 10,61,700 656 3,70,733.25
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KCL is found to have extended large finance to various key operators including Ms.
Roopalben Panchal, with whom it has denied any interaction. KCL had financed Ms.
Roopalben Panchal to the extent of ₹ 18.56 crores for making 5,200 applications in the
IPO of IDFC. It was said that all its dealings were with Mr. Dipak Panchal, the brother-
in-law of Ms. Roopalben Panchal. Further, it has been alleged that KCL had extended
finance to the key operators without verifying their creditworthiness.
In this regard, Karvy DP has argued that the measurement of credit worthiness of an
individual is subjective and depends on many variables. It has been said that in the
products like IPO, the margin money collected would be sufficient to cover the amount
payable towards the shares allotted. Karvy DP had said that KCL had collected post
dated cheques as security towards the loan amount and Ms. Roopalben Panchal and
family had demat accounts with KCL (in its capacity as DP), in which they had
substantial holdings equivalent to the amount financed. Karvy DP has submitted that
Ms. Roopalben Panchal had underwritten the loan of ₹ 18.56 crores to each of the 5,200
applicants, who were informed to be the clients of Grace Consultancy (one of the key
operators), at the instance of KCL. It has been submitted that KCL had received
individual loan agreements from each of the individual investor.
I have considered the submission of Karvy DP and note that it has not produced any
document in support of its submissions. Karvy DP by its own admission did not know
Ms. Roopalben Panchal personally. A perusal of the Income Tax Return of Ms.
Roopalben Panchal shows that she had a total income of ₹ 76,760 for the financial year
2003-04 and ₹ 1,08,420 for the financial year 2004-05 and it is incomprehensible that
any financier would provide finance to the tune of ₹ 18.56 crores to her, be it IPO or
not. Under such circumstances, it is difficult to believe that KCL issued cheques for
such large amount to Ms. Roopalben Panchal.
Further, KCL had obtained the repayments of loans from 5,200 IDFC IPO applicants
directly from BhOB through the consolidated refunds credited to the bank by KCPL
(the RTI arm of Karvy group) and not from the respective demat account holders to
whom the loans were said to be extended. The same appears to be the outcome of a
prior understanding of Karvy DP/ KCL with KCPL and BhOB. Thus, from the above,
KCL is seen to have conveniently continued with its loan procedure knowing that
thousands of demat accounts were being controlled and managed by Ms. Roopalben
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Panchal, one of the key operators. These are valid proof to conclude that Karvy DP
aided the key operators in the IPO manipulation.
I have seen the sample loan agreement relied upon by Karvy DP to show that loans
were disbursed to individual applicants. I note that Karvy DP has not produced copies
of the individual loan agreements and has produced only a sample loan agreement. I
have seen the details of the loans extended to the key operators. I note that the amounts
so disbursed by KCL to the key operators are equivalent to the number of applications
made by the applicants/ key operators in the IPOs. In respect of the allotment of shares
to 5,200 applicants in IDFC IPO (who were financed by KCL), the total number of
shares allotted were 13,83,200 shares (5,200x226 shares each).
ii. It is also seen from certain instances cited in the Enquiry Report that KCL was collecting
interests on loans, in advance at the time of disbursal of loan itself, which was unusual.
For e.g:- KCL had made a total disbursement of ₹ 24.75 crores to Ms. Roopalben
Panchal, which is equivalent to the application money of ₹ 47,600 for 5,200 applications
in the IPO of IDFC (each application of 1,400 shares at ₹ 34 each). The last date of the
closure of the issue of IDFC was July 22, 2005. The refund amount of ₹ 20.04 crores
corresponds to the refund money of 5,200 applications (refund amount ₹ 38,556 x
5,200). In this regard, the margin money of ₹ ₹6,18,80,000 and the interest of 36,40,000
were received by KCL from Roopalben Panchal in the IDFC IPO on July 21, 2005 vide
single cheque bearing no. 484887. Such payment of the interest on the loan availed is
normally payable at the time of allotment/ sale of the shares allotted in the IPO or
refund of the application money after such allotment, which in the present sample was
August 08, 2005. However, in the instant case, I note that the interest is paid along with
the margin money on July 21, 2005 itself and I find this practice to be unusual. Karvy
DP in its reply has submitted that the practice of collecting interest on the loan amount
in advance is not unusual as the period of IPO financing was very short and that the
manner of collection of the interest on the loan amount is solely within the discretion of
the financier.
All these only show that each entity belonging to Karvy group had gone out of its way
to ensure that the entire scheme materializes the way it had been pre-designed.
iii. Regarding the issue of financing by KCL after the closure of the IPO, it has been
discussed by the Enquiry Officer that at the time of making applications for 4,000
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applications in the IPO of IDFC, neither Purshottam Bhudwani and Manoj Seksaria had
funds available in their accounts. The funds were advanced/ disbursed to them by KCL
only on July 28, 2005. I note that the issue of IDFC closed on July 22, 2005. I have
considered the submission of Karvy DP in this regard, wherein it has argued that it is
wrong to take date of disbursal, as there is always a time lag between issuance of
cheques and encashment thereof. However, I agree with the findings of enquiry officer,
wherein he has noted that KCL has not provided the dates of cheques by which the
loans were provided by it to the key operators viz., Manoj Seksaria and Purshottam
Bhudwani, despite SEBI having asked for the same. Such dates are necessary in order to
accept the argument of Karvy DP that the funds were not provided after the closure of
the IPO.
iv. Financing the Key Operators without margins
In IPO financing, the financier normally enters into an agreement with the borrower/
applicant and then collects the margin money. Subsequently, it issues a cheque favouring
the IPO escrow account for the full application money. The release of the loan by way
of cheque to the escrow account ensures that the loan money is used for applying in the
IPO and is not being diverted by the borrower for any other purpose. In addition, a lien
is required to be marked in the demat account of the borrower to ensure that IPO
shares allotted are available as security for the loan and respectively a lien is noted in the
bank account to ensure that refund money is available for adjustment against the loan.
Karvy DP in the capacity of financier at the relevant point of time is alleged to have
provided finance to key operators/ sub brokers, viz. Manoj Seksaria and Purshottam
Bhudwani without taking sufficient margin, that too after the closure of the issue in
certain cases. Karvy DP in its reply has admitted that KCL had disbursed the loan
amounts in the names of Manoj Seksaria and Purshottam Bhudwani respectively.
However, at the relevant time it was not aware that Purshottam Bhudwani was a key
operator and that he was abusing the IPO process by making fictitious/ benami
applications. Karvy DP submitted that as the loans were to be released only after receipt
of margin money amount, Manoj Seksaria and Purshottam Bhudwani had stated to it
that they had made temporary arrangement of funds for clearance of the cheques issued
against the application and therefore, the payment be made directly to them. It has been
said that the individual cheque towards the application money against each application
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was issued by Manoj Seksaria and Purshottam Bhudwani. KCL had lien over the total
amount that was disbursed by it at all points of time and that the interest of KCL was
always secured. Karvy DP has also submitted that the loans were given to the individual
concerned and not issued to be credited to the escrow account of IPO. Further, the
cheques issued by KCL were in favour of the persons who had applied for the loan.
In addition to the above, I also note the observation of the Enquiry Officer that in the
IPO of Sasken, the loan amount was disbursed to the loanees without the margin
amount. Karvy DP had stated that only in the IPO of Sasken, margin was not collected,
otherwise in all the IPOs wherever finance was provided by it, margin was collected. It
also said that IPO applications lodged by these sub-brokers were accompanied by
individual cheques, which were not the cheques issued by KCL and the margin amount
payable was paid directly to the escrow account by the borrowers.
Thus, in view of the above facts, KCL is found to have deviated from its normal
practice involved in the disbursement of loans, having extended loans without taking the
margin money. I fail to appreciate the claim of KCL that it has a lien over the total
amount, when the money was already transferred to the so called loanees. It has not
been explained as to how it recovered the money later on. The non-collection of margin
definitely indicates that Karvy DP has accommodated the key operators and had
extended special benefits to these.
Karvy DP in its submission has argued that Purshottam Bhudwani and Manoj Seksaria
had requested KCL to make the payment directly to them. However, Karvy DP has
failed to place on record any such request of the key operators. It is an admission of
Karvy DP that the IPO applications lodged by these sub-brokers were accompanied by
individual cheques, which were not the cheques issued by KCL.
The sequence of events pertaining to IPO financing, starting with the disbursal of the
amount directly to the key operators, making individual applications on behalf of
fictitious accounts in the retail category of IPO along with cheques from the key
operators and shows that Karvy DP was aware of the game plan of the key operators
regarding fictitious applications and cornering of shares in the IPO.
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f. Refunds from KCPL
KCPL is the RTI within the Karvy group company. KCPL has been alleged to have played
a crucial role in the refund process, especially in the IPOs wherein the finance was
extended by KCL.
The submission of Karvy DP in this connection is that the key operators were IPO sub-
brokers and that had availed finance from other institutions such as banks/ NBFCs etc. as
well. It has been submitted that KCPL had issued single consolidated refund order as a
matter of business practice, to facilitate the settlement process and for administrative
convenience in the cases where the applications were either managed by POA holders
(being banks/ brokers) or financed by an IPO financier (NBFC/ a bank). Such single
consolidated refund order in favour of the financier was based on the express instructions
of the respective IPO applicants, authorizing the respective institutions which had
financed, to collect the refunds directly.
I note that Karvy DP has also argued that consolidated refund order was a systemized
practice in respect of all applications which were financed by all reputed institutions. The
decision to issue single consolidated refund orders was of KCPL only based on the
respective instructions. Karvy DP has submitted that the applicants had authorized KCL to
collect its dues from the bank by debiting their respective bank accounts. It has been said
that KCL is not a bank and the loan agreement had to provide as to how the refunds get
credited and the amount due to the company is debited from the bank account and are
paid in favour of KCL. It was in this background that, it had requested BhOB, which was
maintaining the savings account of the loanees for single refund. Based on the discussed
facts in the previous paragraphs and the instances of refund from KCPL to BhOB and
thereafter to KCL, in a continuous serial number, one can infer that there was certain
understanding among these entities.
g. The Enquiry Report has found that Karvy DP had not affixed the stamp 'verified with
original', while opening the demat accounts of Roopal Panchal and SEIPL and other key
operators, which leads to the presumption that they have not verified the originals of their
POI and POA. Karvy DP in its reply has submitted that as the documents were received
for KYC documentation in original in the form of bank introduction letters, there was no
necessity to stamp the same as 'verified with original'. I have considered the submission of
Karvy DP and agree with the explanation.
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h. Fabrication of bank introduction letters
It has been alleged that the bank introduction letters which were taken as PoI and PoA (at
the time of opening of the demat accounts in respect of benami/ fictitious accounts of key
operators like Ms. Roopalben Panchal, SEIPL etc.) were fabricated, as some of the banks
have denied issuing of such introduction letters. Further, the key operators have also
denied submitting the bank introduction letters. It has been observed that the details of the
clients in the relevant bank introduction letters are identical with that in the CDSL
depository system including characters like capital letter, space, comma, full stop etc. From
the same, it has been inferred that client details were downloaded by Karvy DP from
CDSL after the demat account was opened and used these details in forging the said
introduction letters. I note that BhOB has denied issuing the said bank introduction letters
and stated that the stationery was materially different from their bank stationery and there
was no official by the name of the purported signatory. Further, the photographs appearing
in the introduction letter and in the corresponding bank records do not match. Further,
RBI vide its letter dated June 21, 2006 forwarded the findings of the inspection conducted
by BhOB wherein it was concluded that the documents obtained by Karvy DP and
purportedly issued by BhOB as proof of identity and proof of address for the purpose of
opening demat accounts have been found to be forged.
Karvy DP in its reply has submitted that the allegation of fabrication against Karvy was
levelled on the basis of mere surmises and conjectures and these are not supported by
evidence. It has also been submitted that Karvy DP is victim of the fraud perpetrated by
the key operators by exploiting the loopholes in the system. As regards the observation of
RBI, Karvy DP has not disputed the findings and has submitted that the bank introduction
letters were given to it by the IPO sub-brokers and Karvy DP had no reasons to suspect
that the same were forged. It has been contended that the fabrication had taken place at the
end of key operators or bank officials. It has also been said that the facility of mail merge
was available to many people including IPO sub-broker, clients, banks etc.
The Enquiry Officer has observed that the circumstantial evidence available indicated that
the introduction letters were fabricated; however, the same cannot conclusively establish
that Karvy DP has fabricated these. In the absence of any conclusive evidence to find
Karvy DP liable for the fabrication of the bank introduction letters, I do not find any
reason to differ with the Enquiry Officer in his finding in this regard.
Page 45 of 54
i. Karvy DP obtained the individual pay orders from BhOB/ IOB
Karvy DP is alleged to have obtained the individual pay orders from BhOB/ IOB and
annexed them with IPO applications in respect of the demat accounts opened with them
which includes afferent accounts of the key operators. In this regard, the Reserve Bank of
India in its order dated January 23, 2006 in the case of IOB has noted that “The branch has
handed over the payment orders towards subscription to IPOs to KCL (in its capacity as a
DP) without obtaining any authorization from the individual borrowers clearly establishing
the nexus between DP provider and bank officials for thwarting the regulatory guidelines
prescribed by Securities and Exchange Board of India”. I observe from the statement of
Mr. Avinash Shukla, DGM, KSBL, Mumbai and Mr. S.V. Rajan, the then Branch Manager,
BhOB, Worli branch that the pay orders in respect of fictitious applications were collected
by Karvy DP directly from the bank (BhOB). The Enquiry Officer has found that Karvy
DP had not verified the identity of the persons for whom pay orders were collected by it
directly from the bank, which gives an impression that it was aware of the large number of
fictitious accounts opened by the key operators.
Karvy DP in its reply has submitted that it was appointed as a syndicate/ sub-syndicate
member and the bidding of application forms can only be done by the syndicate/ sub-
syndicate member for the issue. It has been said that BhOB had financed various
customers in the IPO and on the request by the bank, Karvy DP had collected the pay
orders and application forms for the purpose of bidding and subsequently deposited these
with the bank. Karvy DP has argued that there is no guideline by any regulatory authority
which requires that the identity of the person who makes an application in the IPO has to
be verified.
However, the enthusiasm shown by Karvy DP in ensuring that the applications and the pay
orders pertaining to afferent accounts were reaching the issuer is demonstrated through the
sequence of events discussed above. Having considered the argument of Karvy DP, I note
that the services provided by Karvy DP in obtaining the individual pay orders from
BhoB/IOB cannot be termed either as an activity incidental to its work or that done in the
normal course of business. Thus, I find that obtaining individual pay orders from BhoB/
IOB also indicates that Karvy DP was acting hands in glove with key operators.
j. Transfer of cornered shares from afferent accounts to Ms. Roopalben Panchal
Page 46 of 54
At this stage, I refer to the previous discussion about the finance given by KCL to Ms.
Roopalben Panchal, allotment of shares to 5,200 applications in the IDFC IPO (financed
by KCL) and that the total of 13,83,200 shares (5,200x226 shares each) were allotted. I note
that the cornered shares were transferred pre-listing in the off-market deals from 5,200
afferent accounts to the demat account of Ms. Roopalben Panchal with Karvy DP, which
were then transferred to the financiers or sold in the market. Further, over 70 lakh shares
of IDFC were transferred from various afferent accounts to the demat account of Ms.
Roopalben Panchal. When large number of shares moved from the afferent accounts to the
demat account of Roopalben Panchal, it is unbelievable that the DP did not get alerted
(each retail investor could get allotment of only 226 shares in the IDFC IPO). The
movement of shares in this manner indicates complicity of Karvy DP with the key
operators.
As regards the credit of shares received by Roopalben Panchal from various accounts,
Karvy DP has submitted that it had executed the transfer instructions based on valid DIS.
At the relevant time, there was no legal bar on the transfer of shares post allotment and
pre-listing. As a DP, it had a very limited role to play.
I note the argument of Karvy DP that in the retail category of IDFC IPO, each applicant
had received only 226 shares. It is unusual that Karvy DP did not suspect any mischief,
when there was movement of large number of shares from different demat accounts to the
single account of Ms. Roopalben Panchal, to the extent of 70 lakh shares. I note that Karvy
DP has argued that it cannot question the account holders as to why they were transferring
the shares from their accounts to another account or why they were receiving the shares in
their accounts from other accounts etc., as all the said matters strictly fall within the
domain of the demat account holders and Karvy DP has no role to play in it. However, I
disagree with this submission of Karvy DP. Even if, it felt (rightly or wrongly) that it could
not question the unusual flow of shares, it could have brought the phenomenon to the
notice of SEBI. In my considered opinion, Karvy DP ought to have raised certain
suspicion on the transfers or accumulations of shares in the demat account of the key
operators. It is for these purposes that market intermediaries are given such specific
responsible roles in the securities market. I note that the market intermediaries act as the
first level regulators in the securities market and it is their primary responsibility to check all
the details properly. The fact that DP turned a blind eye to such instances suggests that it
Page 47 of 54
was hand in-glove with the key operators. Therefore, what happened was not ignorance/
negligence but collusion of Karvy DP with the key operators.
k. Delegation of DP activities without approval of depository It has been alleged that Karvy DP had delegated its activities such as verification and
scrutiny to the key operators who were also its sub brokers. Karvy DP in its reply has
admitted that the data in respect of various demat account opening forms were submitted
by its sub brokers to it in soft form. I note from the Enquiry Report that Karvy DP had
lodged criminal complaints against certain sub brokers for criminal breach of trust.
However, these complaints find a mention that Karvy DP has not done any KYC related
verification, while opening demat accounts and relied on the sub-brokers for the same.
Karvy DP in its reply has submitted that for the purpose of procuring demat accounts
through the sub-brokers, no approval was required from the depositories/ any other
regulator, as per the then applicable guidelines. It has been said that only in the case where
a DP wants to appoint a franchisee; the approval of depository is required to be taken as
per Regulation 52 of the DP Regulations. Karvy DP had not delegated the activities, duties
and responsibilities, to the sub brokers.
I note that the Enquiry Officer could not find any condition/ terms of appointment for the
sub brokers in the letter (of appointment of the sub broker) submitted by Karvy DP. In
this context, Karvy DP also stated that there are no specific terms and conditions specified
in such letter, as the activity of the sub broker is only procurement of applications and
there is no delegation of any authority in terms of the processing of any application form.
It has been explained that a sub broker is an associate in the procurement of the
application forms. Karvy DP had relied on the sub-brokers with regard to the applications
procured by them. Karvy DP has argued that it has verified all the documents with the
originals and that it had not delegated its depository activities such as verification and
scrutiny to the key operators who were also sub brokers as alleged.
At this stage, I refer to the criminal complaint filed by Karvy DP against its sub-brokers
who have been found to be key operators namely Grace Consultancy, Arth Realty Pvt.
Limited, Purshottam Bhudwani and Manoj Seksaria. Certain relevant paragraphs of the
same are extracted as under:
“These associates are either provided special rates for opening depository accounts for their clients or are paid remuneration on each account for processing the application. These Business Associates,
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have collected applications for opening depository accounts from various applicants. Since they had direct contact with the applicants, they are required to verify credentials of the applicant, including verification of documents like proof of address, identity proof, Bank account details etc. of the person who intends to open the account after filling up the prescribed form as per the norms of SEBI and submit the same to our branches. With regard to the accounts under reference, these associates or their friends / relatives have also acted as introducer for each of the accounts.
The Complainant states that they believed that all the accounts forwarded by the associates are true and correct and are eligible to open the depository accounts. The accused have fraudulently opened fictitious accounts to defraud and cheat the Company. The Complainant herein states that consequent to the order issued by Securities and Exchange Board of India (SEBI), National Securities Depository Limited (NSDL) had, vide their letter dated 17th December 2005, directed the Company as Depository Participant to verify the cases. On such verification, the Company came to know that the associates have committed breach of trust with the intention to cheat genuine investor. These associates on demand by the company have failed to produce their customers for identification which has lead the company to suspect that they have opened accounts of non existing persons and got lot of shares allotted to them. Thus they have cheated the genuine investors, Company and committed criminal breach of trust as the Company totally depended on the information and scrutiny of the sub-brokers." (emphasis supplied)
A reading of the above paragraphs from the complaint filed by Karvy DP, would indicate
that Karvy DP had delegated the verification of the credentials of the applicant, including
verification of documents like proof of address, identity proof, bank account details etc. of
the person who intends to open the account. This is a clear indication of the departure
from its stand that Karvy DP had conducted independent verification of all the applicants.
Further, this delegation by Karvy DP of its functions and duties as a DP, is in
contravention of Regulation 52 of the DP Regulations.
Now, to conclude with, I find that different Karvy group entities are involved in the IPO
irregularities and acted out their pre-planned roles, as per the scheme perceived under the
'IDEA Paper'. The most significant part is that Karvy group remained as a common
element, be it the circulation of the 'IDEA Paper' or the opening of afferent accounts by
DP or the financing of the key operators/ their benami applicants or accepting the IPO
applications on their behalf.
Karvy DP, a registered intermediary had opened various afferent accounts. Finance was
provided by KCL to thousands of similar set of fictitious names. KSBL had entered the
bids for these applicants through its system and KCL/ Karvy DP facilitated off-market
transfer of the shares allotted to these applicants to key operators. Further, KCPL issued
consolidated refund orders to the same set of entities. Therefore, in the entire chain of
events, one entity or the other belonging to Karvy group is present. Coming to the core of
the allegations against Karvy DP specifically, the manner in which the processing of
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applications for opening of demat accounts was handled definitely indicates that it
overlooked the procedures and norms. Although it tenders the argument that everything
were done by the IPO sub brokers/ the key operators, I am convinced that Karvy DP had
deviated from its own described set of procedures. Instead of undertaking a scrutiny by
itself, Karvy DP simply relied on the data captured by the sub broker/ afferent account
holders in the eagerness to process more and more application in the shortest span of time.
The process explained by Karvy DP admittedly suggests that it had relied on the
information uploaded by the IPO sub broker. Now the question arises, as to whether it
overlooked the procedures/norms negligently or due to the fact that it was a party to the
scheme of manipulation. It is here that the entire sequence of events starting from the
opening of accounts, ending with the consolidated refunds that assumes significance.
Given the series of events that are detailed above, one is forced to conclude that Karvy DP
has aided and abetted the manipulative scheme of the key operators. Having gone through
the details discussed in the preceding paragraphs, such as Karvy DP introducing the bank
accounts, opening the afferent accounts and accommodating the key operators, I have no
doubt in concluding that Karvy DP had aided and abetted the key operators in the
cornering of the shares.
13. Whether Karvy DP has failed to maintain arm's length distance between the
different activities of its group entities?
I note that the pattern of financing by KCL in the IPOs of IDFC, Suzlon and Sasken
(wherein KCPL was the RTI) was a conscious and deliberate design to extend finance to
key operators for the purpose of making thousands of applications in IPOs. Karvy DP and
its associates were alleged to have played roles that supported each other's activity. The
manner in which the funding was done, even after the closure of the issue and the amount
of loan extended to key operators like Purshottam Bhudwani and Manoj Seksaria hints that
Karvy DP was aware that large number of fictitious applications have been made by the
key operators. I agree with the findings of the Enquiry Officer that the extent of
involvement of Karvy DP and its associate entities in the whole gamut of the IPO process
indicate that on many instances, the activities of Karvy DP and its associates were
complementary and supporting each other. Similarly, Karvy DP at the relevant point of
time had implicit arrangements with certain banks like BhOB for offering finance to the
key operators who also happened to be its IPO sub-brokers. Large scale financing was
extended by KCL to the said IPO sub-brokers. The various Karvy group entities, i.e., KCL,
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KSBL, Karvy Investor Services and Karvy Securities Limited had introduced the said key
operators to open bank accounts. Further, KCPL issued consolidated refund orders and
KSBL, the broking arm of Karvy group sold the shares for the key operators.
Karvy DP in its reply has submitted that each of their group entity was acting in their
respective businesses. Karvy DP has also submitted that they maintain arms length distance
between all the Karvy group entities. It has been said that the 'Idea Paper' was only a
concept note submitted to BhOB envisaging the process flow that could be put in place to
provide finance for making applications in IPO. However, BhOB has never responded on
the said concept note and there was no arrangement/ agreement entered into by KCL with
BhOB for the purpose of extending IPO finance. BhOB while financing an IPO applicant
had wanted the applicant to have a DP account with Karvy for the purpose of the bank to
have a lien on the shares so credited to the successful allottees. There had been no sharing
of the income or no commission paid out by BhOB or for that matter by any institution. It
has been said that the Karvy group entities had not introduced the key operators to open
the bank accounts. The single refund order by KCPL was in the ordinary course of
business for which necessary authorization from the applicant was available in favour of
the financing institutions. Karvy DP was not aware that the shares so sold by the key
operators were actually shares which were alleged to have been cornered in the IPOs. It
had broking accounts of only three key operators viz., Purshottam Bhudwani, Manoj
Seksaria and D.B. Mehta. Only the sale of shares carried out by it on behalf of D.B. Mehta
has been found to be in question, for which it has appropriately replied. There was never a
conflict of operations as alleged.
I have considered the submissions of Karvy DP in the light of the discussions in the earlier
paragraphs. From the bank account opening forms, I note that a single person has signed
on behalf of KCL and KSBL. Considering the fact that the bank accounts, as discussed
above, were introduced by one of the Karvy group entities and that subsequently 50
fictitious names were added to each of these accounts, there is a definite conclusion that
Karvy DP as a registered intermediary was acting in concert with other Karvy group
entities. I note that KCL had provided finance to thousands of such similar set of fictitious
names. KSBL (the stock broking arm of Karvy group) had entered the bids for these
applicants through its system and KCL/ Karvy DP facilitated off-market transfer of the
shares allotted (to these applicants) to key operators. Further, KCPL issued consolidated
refund orders to the same set of entities. In addition to this, I note that KSBL had bid the
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applications without obtaining the application money and further, the money was
transferred by RTGS in certain instances on subsequent dates. The money transferred by
RTGS was that funded by KCL. It is also found that KCPL being the RTI of the issue had
issued a consolidated refund in respect of such applicants. Also, Karvy DP facilitated
transfer of the IPO shares from the demat accounts of the fictitious/ benami entities to the
demat accounts of the key operators by supplying pre-printed DISs.
From the entire sequence of events, brought out in the previous paragraphs, the only
logical conclusion is that each one of Karvy group entity had a pre-assigned role and that
all had knowledge about each other's role. Thus, I conclude that the Karvy group entities
has not maintained arm's length distance between its different businesses in the securities
market, starting with the DP, financier, RTI and ending with the stock broker. Rather, the
chain of events and the manner in which they have occurred, demonstrate that all these
entities were hand in glove with each other and were supplementing the activities of each
other.
14. Further, I note that thousands of dematerialized accounts were opened with Karvy DP on
the same date. The name of account holders were generated by precise mathematical
formula from a given number of names and the addresses of such thousands of demat
accounts had the addresses of the key operators. In various instances, the Karvy group
entities had introduced the bank accounts of the demat account holders. Karvy DP had
accepted consolidated payments from the key operators towards the numerous demat
accounts maintained with it. As discussed, Karvy DP had executed synchronized off-
market transfers from the afferent demat accounts to the demat accounts of the key
operators by using pre-printed DIS and in certain cases even without the DIS. Even the
DIS was distributed one each to the account holders and not given a full booklet as would
usually have been done. Pursuant to the verification conducted with the intervention of
SEBI, Karvy DP closed these demat accounts. I note that Karvy DP has relied upon the
data provided by its sub brokers in soft form and uploaded the same without scrutiny. I
note that KCL had provided finance for the afferent demat account holders which was
released to the key operators. Similarly the refund money also went to the bank accounts of
the key operators only.
It is interesting to note that a registered intermediary like Karvy DP chooses to give its own
interpretation of the existing law such that it suits its own case. While coming to the
incident of common addresses, it says that the rule does not say that common addresses are
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not to be permitted; regarding address for opening demat accounts, its explanation is that
the same is required only for correspondence purpose. As a responsible intermediary,
Karvy DP should have prevented any such unusual happenings rather than offering an
explanation that it chose to shut its eyes, because no regulation disallowed such state of
affairs.
In my considered opinion, if Karvy DP was working in normal circumstances, it ought to
have raised certain suspicion on such transfers/ accumulations in the demat account of the
key operators. It is for these purposes that market intermediaries are given specific
responsible roles in the securities market. Therefore, the detailed discussions in the
paragraphs above only demonstrate the collusion of Karvy DP with the key operators. I
note that the market intermediaries act as first line of regulator in the securities market and
it is their primary responsibility to keep an eye on all what happens in its domain. A
regulator expects that an intermediary would make every effort in order to make the market
more safe and secure for the investors, and thus eliminate fraud or unfair practice from the
market.
15. I note that the Karvy group as a whole appeared to have favoured an extremely aggressive
approach to business leading to their direct involvement in the IPO manipulation. Karvy
DP has tried to disown the responsibility. I note that the entire case revolves around the
unusual business practices adopted by Karvy group entities. The only way Karvy DP could
have been absolved of all responsibilities, would be by proving that it had nothing to do
with the key operators, opening of bank accounts, refunds etc. It is a binary situation;
whether Karvy DP was associated with the group of wrong doers or not. If it was
associated, then the shortcomings and discrepancies in documentation mentioned by Karvy
DP does not help in it getting a clean chit or even a benefit of doubt. Karvy DP has tried
to distance itself from the activities of the other Karvy entities and the key operators,
however, the discussion above makes it clear that the operations of the Karvy group
entities were supplementary to their roles and complementary to each other. This gives a
strong presumption that Karvy group entities had acted in close coordination and the
whole group should be viewed as one, irrespective of the separate legal identity of different
entities.
16. I note that the shares meant for subscription in the retail category have been cornered in
the IPOs by the key operators which included the IPO sub-brokers of Karvy DP. The said
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act was prejudicial to the interests of the investors and the retail applicants in such IPOs.
After cornering the shares meant for retail investors, the key operators sold them to make
large profits. I note that in the entire chain of events, the Karvy group entities were
involved, which clearly suggest that all of them had acted in concert and facilitated
cornering of the shares and by no stretch of imagination can the role of Karvy DP be
considered independent to the scheme of cornering of shares. Karvy DP has submitted
that the IPO sub-brokers were the ones who opened the afferent accounts and that it was
not aware that such demat accounts were benami/fictitious accounts and opened for the
purpose of cornering shares in the IPO. Even if, I were to accept the said submission of
Karvy DP, the fact that would remain is that it had turned a blind eye to the unusual
situation where names and surnames appear in hundreds of accounts with mathematical
regularity and points to much more than merely not exercising proper diligence and
prudence.
17. In view of my observations above, the acts and conduct of Karvy DP are unfair and
fraudulent within the scope of the PFUTP Regulations. In terms of Regulation 3 of the
PFUTP Regulations, no person shall directly or indirectly buy, sell or otherwise deal in
securities in a fraudulent manner; 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; 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; 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(1) of the PFUTP Regulations prohibits a
person from indulging in a fraudulent or an unfair trade practice in securities. Further,
clauses 3, 9, 12, 16, 19, 20 and 22 of the code of conduct as specified in Regulation 20(A)
of the DP Regulations inter alia stipulates that a participant should maintain high standards
of integrity in the conduct of its business and should be responsible for the acts or
omissions of its employees and agents in respect of the conduct of its business. In view of
the foregoing observations/findings, I find that Karvy DP by its commissions and
omissions had violated the provisions of Section 12 A (a), (b) and (c) of the SEBI Act,
Regulation 3(a), (b), (c) and (d) and 4(1) of the PFUTP Regulations and also Regulation 19,
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42(2) and (3), 43, 46, 52 of the DP Regulations. Further, by actively facilitating key
operators, it is established that Karvy DP had violated the code of conduct specified in
clause 3, 9, 12, 16, 19, 20 and 22 of the code of conduct specified in the DP Regulations.
18. I note that the Enquiry Officer has recommended that Karvy DP be prohibited from
opening fresh demat accounts for a period of eighteen months. The Enquiry Officer has
further recommended that the period of prohibition already undergone by Karvy DP may
be taken into account for the purpose of computing the said eighteen months period.
19. I note that pursuant to the notification of the Intermediaries Regulations, the Enquiry
Regulations have been repealed and in terms of Regulation 38(2) of the Intermediaries
Regulations, notwithstanding such repeal, any enquiry commenced under the Enquiry
Regulations, shall be deemed to have been commenced under the corresponding
provisions of Intermediaries Regulations.
20. Having regard to the above discussion, I find no reason to differ with the
recommendations of the Enquiry Officer. Accordingly, in exercise of the powers conferred
upon me in terms of Section 19 of the Securities and Exchange Board of India Act, 1992
read with Regulations 28 and 35 of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008, hereby prohibit the Karvy Stock Broking Limited,
Depository Participant (SEBI Registration Nos. IN-DP-NSDL-247-2005 and IN-DP-
CDSL-305-2005) from taking up any new assignment (i.e. not to take up any new clients)
for a period of Eighteen (18) months. However, I note that Karvy Stock Broking Limited,
the Depository Participant has already undergone such prohibition for 18 months and 26
days. In view of the same, there need not be any further penalty.
DATE: January 28th, 2014 PRASHANT SARAN PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA