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section 19 read with (in short r/w) section 15-I of the Securities and Exchange Board of India Act, 1992 (in short the SEBI Act, 1992) and rule 3
provisions of the PFUTP Regulations, 2003 and the SEBI Act, 1992 PFUTP Regulations, 2003 4. Prohibition
rule 6 of the AO Rules, 1995. Date: March 28, 2021 SANGEETA RATHOD Place: Mumbai ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA ACT 1992
section 15-I of the SEBI Act, 1992 and rule 5 of the AO Rules, 1995,
Officer) Rules, 1995 (in short the AO Rules, 1995)
rule 4 of the AO Rules, 1995
COMPANIES ACT 1956

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Smart Summary

Adjudication Order — Summary (Core Education & Technologies Ltd. matter; Noticees 1–7)

Factual and Procedural Background

During the period 1 February 2012 to 31 May 2012 (Investigation Period, "IP"), a Department (OD) of SEBI observed significant price movement and trading activity in the scrip of Core Education and Technologies Ltd. (CETL). OD appointed an Investigating Authority (IA) which investigated trading in CETL and identified a set of connected entities that, according to IA, executed synchronized trades on the National Stock Exchange (NSE) such that there was no effective change of ownership and an artificial volume was created.

Based on IA's findings, OD initiated adjudication proceedings. A common Show Cause Notice (SCN) dated 8 December 2017 was issued to a group of entities, and adjudication proceedings were commenced against seven named Noticees: Bermaco Energy Systems Ltd. (Noticee 1), Jaroli Vincom Pvt. Ltd. (Noticee 2), KBS Trading Pvt. Ltd. (Noticee 3), Remark Properties Pvt. Ltd. (Noticee 4), Smarniya Properties Pvt. Ltd. (Noticee 5), Translands Infrastructure Developers Pvt. Ltd. (Noticee 6) and Vina Viren Ahuja (Noticee 7).

The Competent Authority initially appointed Shri Nagendraa Parakh as Adjudicating Officer; the matter was subsequently transferred to Ms. Sangeeta Rathod (undersigned AO). The SCN alleged violations of Regulations 4(1), 4(2)(a) and 4(2)(g) of the SEBI (PFUTP) Regulations, 2003 and proposed penalty under Section 15HA of the SEBI Act, 1992.

Multiple rounds of inspection requests, document exchanges, written replies and personal hearings were recorded between 2017 and 2020 for different Noticees. The AO considered the SCN, the investigation material (trade and order logs on CD), written replies and oral submissions, and proceeded to decide the matter on the merits. The adjudication order is dated 28 March 2021 and signed by Sangeeta Rathod, Adjudicating Officer (Place: Mumbai).

Legal Issues Presented

Whether the Noticees violated Regulations 4(1), 4(2)(a) and 4(2)(g) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003?
If such violations are established, whether monetary penalty should be imposed on the Noticees under Section 15HA of the SEBI Act, 1992, and if so, the quantum of penalty taking into account the factors in Section 15J of the SEBI Act read with Rule 5(2) of the AO Rules, 1995?

Arguments of the Parties

Noticees 1 & 7 and Noticees 4, 5 & 6 — Common submissions (as recorded)

Preliminary objection that SEBI did not provide cogent evidence or the investigation report on which the SCN's allegations rest; claimed non-disclosure of relevant data at stages.
Contended that trades were executed on exchange screens in ordinary course, complying with exchange rules; counterparty identity is not known at matching and thus there could be no prior meeting of minds.
Argued absence of 'inducement' and that synchronized trades per se are not fraudulent—synchronized trades become illegal only if executed with intent to manipulate price or create artificial volume affecting investors.
Pointed to alleged discrepancies in logs and argued that trades did not materially affect price or investor decisions; submitted shareholdings were maintained before/during/after IP.
Raised procedural/natural justice objections: delay in issuance of SCN (many years after IP), alleged insufficiency of inspection opportunities to new counsel, and reliance on missing documents.
Cited various authorities (e.g., Jagruti Securities; S P J Stockbrokers; Subhkam Securities) to support propositions that synchronized trades are illegal only with evidence of collusion, meeting of minds or intent to manipulate.
Sought that proceedings be quashed or penalty not be imposed in absence of specific role, loss, disproportionate gains or other elements required under Section 15HA/15J.

Noticee 4 — Additional/Specific submissions (as recorded)

Alleged inordinate delay by SEBI in issuing SCN (SCN issued ~5.5 years after IP; proceedings much later) — urged dismissal on that ground and relied on authorities on prejudice from delay.
Challenged the factual premise (price movement figures) used to trigger investigation and argued the price movement stated in the SCN was factually incorrect or overstated.
Maintained that many alleged connections in the SCN are not borne out by records and that synchronized trades where they appear are negligible in quantity/difference (e.g., LTP difference of Rs. 0.05).
Invoked principles set out in Section 15J (factors relevant to levy of penalty) and contended no disproportionate gain, no investor loss and no repetitive default to justify monetary penalty.
Cited multiple judgments (e.g., Ashok Shivlal Rupani & Anr. v SEBI; HB StockHoldings v SEBI; Varansaya Sanskrit Vishwavidyalaya; Tamil Nadu Newsprint & Paper Ltd v Rama Damodaran) to press arguments on delay, sufficiency of evidence and requirement of nexus between alleged acts and accused.

Noticees 2 & 3 — Submissions (as recorded)

Admitted certain group/company connections (Jaroli, KBS, GKK) but denied synchronized trading with many other alleged entities; explained some trades as commercial transactions/loans of shares and transfers to meet margin requirements and to reduce exposure.
Explained borrowing of shares from Prabhat Properties and stated such borrow-return transactions were normal market practice and do not imply connection for manipulation.
Argued their individual synchronized trade contribution was negligible in volume and days and could not have affected market price/volume materially.
Raised procedural objections: delay in proceedings, non-provision of full investigation report/documents, and urged termination of proceedings on natural justice grounds.
Repeated denial of dishonest intent and reliance on the fact that many of the counterparty matches were with group companies or unrelated entities, which cannot ground a charge of collusion/manipulation without further evidence.

The opinion records additional and specific documentary claims by the Noticees (e.g., share loan agreements, demat statements and tax return disclosures) and reiterates that the Noticees reserved the right to file further submissions.

Table of Precedents Cited

Precedent	Rule or Principle Cited For (as referenced in the opinion)	Application by the Court (how the AO treated or used the precedent)
Jagruti Securities vs SEBI (2008 SAT)	Authority cited by Noticees for proposition that trades are illegal only if there is cogent connection between counterparties / meeting of minds.	Noted as relied upon by Noticees; the AO examined factual connections and found facts distinguishable and connections established among several Noticees, limiting the precedential reliance.
S. P. J. Stockbroker Pvt. Ltd. vs SEBI (2003 SAT)	Cited by Noticees for proposition that mere matching of orders does not make trades illegal absent proof of collusion.	Noted by AO but factual matrix here (limit orders, matching price/quantity/time patterns) was treated as supporting inference of synchronization; AO did not accept the Noticees' contention solely on that precedent.
Subhkam Securities Pvt. Ltd. vs SEBI (2012 SAT)	Submission by Noticees: synchronized trades illegal only if executed with view to manipulate price.	AO observed differences in facts (e.g., trades executed at buy/sell limit price here vs. prevailing market price in Subhkam) and treated the precedent as not directly dispositive for the instant facts.
Commissioner of Central Excise, Bangalore vs Brindavan Pvt. Ltd. & Ors (Civil Appeal)	Cited by Noticees to argue that specific role of each accused must be shown and insufficiency of generic allegations.	AO acknowledged citation but observed that trade-by-trade connections and collective role were indicated in the record; the AO found that allegations pertain to collective conduct and that specific trade roles were outlined.
Ashok Shivlal Rupani & Anr. vs SEBI (Appeal Nos.)	Cited by Noticees in support of arguments on delay/prejudice in initiating proceedings.	AO considered the reliance but distinguished the facts and held that the time taken for thorough investigation and due process did not justify quashing the proceedings here.
HB StockHoldings Ltd vs SEBI (Appeal No. 114 of 2012)	Cited as authority on prejudice/delay.	AO distinguished this precedent on its facts and found the delay here not of a nature sufficient to quash proceedings.
Bipin R. Vora vs SEBI (SAT, 22 Mar 2006)	Used to explain that detailed investigations inherently take time and that limitation arguments require context.	AO relied on the cited observation to reject the contention that the time gap between IP and SCN automatically barred proceedings.
Shruti Vora vs SEBI (SAT, 12 Feb 2020)	Referenced on scope of disclosure/inspection — AO need not supply all documents in possession.	AO relied on the decision to hold that there is no absolute duty to supply every document; observed that inspection opportunities were provided and recorded.
Rajesh Jivan Patel vs SEBI (SAT, 26 Aug 2020)	Cited for proposition that absence of connection between parties weakens charge of collusion/manipulation.	AO used the reasoning to assess which connections were established; concluded that connections among certain Noticees were in fact established and therefore that precedent did not exonerate them automatically.
Sparkline Mercantile Co. Pvt. Ltd. vs SEBI (SAT, 16 Jan 2012)	Observation that circumstantial evidence may be used to infer synchronization/connection where direct evidence is difficult.	AO relied on this pronouncement to justify drawing inferences from timings, price and quantity patterns in trade/order logs.
Ketan Parekh vs SEBI (SAT, 14 Jul 2006)	Defines when synchronized transactions are illegal — if executed to manipulate market or create circular trading, avoid detection, or not involve change of beneficial ownership.	AO invoked these observations to categorize the synchronized trades as potentially violative where linked to artificial volume and non-change of ownership.
SEBI v Kishore Ajmera (Supreme Court, 23 Feb 2016)	General principle that proof can be inferential from facts and circumstances; courts/regulators may infer wrongdoing from circumstantial evidence.	AO relied on this Supreme Court dictum to support the approach of inferring synchronization/collusion from trade patterns and surrounding circumstances.
Nirmal Bang Securities Pvt. Ltd. vs The Chairman, SEBI (SAT, 31 Oct 2003)	Noted that synchronized transactions can create an artificial market and mislead genuine investors; intention may be implicit.	AO cited this decision to reiterate that close matching of quantity/price/time may be indicative of intentional synchronization creating artificial volumes.
Ex-Naik Sardar Singh vs Union of India (1991) & Ranjit Thakur vs Union of India (AIR 1987)	Cited by Noticees in relation to Section 15J factors and the need for prudence in imposition of penalty.	AO acknowledged the need to consider Section 15J factors; however, AO ultimately exercised discretion in light of procedural and classification concerns (see final disposal without monetary penalty).
Varanasiya Sanskrit Vishwavidyalaya & Anr vs Dr. Rajkishore Tripathi & Anr (AIR 1977 SC 615) and Tamil Nadu Newsprint & Paper Ltd v Rama Damodaran (2005 IMLJ 625)	Cited by Noticees to stress sufficiency of evidence and that allegations must be supported by material proof.	AO acknowledged the principle but proceeded to evaluate the available circumstantial/trade-log evidence; AO did not find these citations determinative to exonerate Noticees.
Kensigton Investment Ltd vs SEBI; Brentfield Holdings Ltd vs The Chairman, Adjudicating Officer, SEBI (Appeal Nos. 27, 28, 30 & 31/2002)	Authorities cited concerning consideration of Section 15J factors before imposing penalty.	AO noted these authorities when discussing quantum and principles of penalty, but ultimately declined to impose monetary penalty because of issues in differential treatment and lack of a legally sustainable basis for selective prosecution.
SAT Order dated 4 Mar 2020 in Appeal No. 93 of 2020	Observed that classification or selective treatment must satisfy test of reasonable classification/ intelligible differentia when imposing penalties.	AO relied on this SAT observation to criticize OD's criteria and disparate treatment of entities and to reach the decision not to impose monetary penalty in the adjudication against Noticees 1–7.

Court's Reasoning and Analysis

The AO's analysis proceeded in structured phases: (i) review of preliminary/contentions on delay and natural justice; (ii) examination of whether alleged connections among entities were established from the record; (iii) assessment of trade/order log data for synchronized trades (matching price, quantity and timing within one minute); (iv) evaluation of OD's criteria for selecting entities for adjudication and the fairness of differential treatment; and (v) exercise of discretion on penalty in light of legal principles and the record.

Key steps and findings in the AO's reasoning (as recorded in the opinion):

Delay and limitation: The AO examined contentions that SCN issuance and prosecution were inordinate and prejudicial. Relying on precedent and noting the time required for complex market investigations, the AO found the delay in itself not to be a sufficient ground for quashing proceedings. The AO distinguished cases cited by the Noticees on their facts.
Inspection and principles of natural justice: The AO noted that multiple inspection opportunities were provided (and documented) to several Noticees (e.g., Noticees 1,4,5,6,7 had recorded inspections on specified dates). AO relied on SAT authority (Shruti Vora) to state there is no absolute duty to provide every document in the authority's possession, and therefore rejected natural justice contentions premised on non-supply of certain documents where inspection had been availed.
Connections among entities: The AO examined the OD's connection matrix (common e-mail ids/addresses/directorships/off-market transfers etc.). The AO concluded that connections among Noticees 1, 4, 5, 6 and 7 were established on the record and therefore could be taken into account for adjudicating collective conduct. Connections between Noticees 2 & 3 and the rest were not fully established; however 2 & 3 were connected among themselves and with GKK Capital as group companies (admitted).
Existence of synchronized trades: The AO analysed trade/order logs and observed numerous instances where buy and sell order quantities and limit prices matched and orders were placed within short time gaps (usually <1 minute), consistent with IA's definition of "synchronized trades." AO recorded specific timing examples (e.g., sequences on 02.02.2012) to demonstrate the consistent pattern of matching orders, and relied on SAT and Supreme Court authorities that circumstantial evidence may suffice to infer synchronization and collusion where direct evidence is not available.
Quantification of synchronized volume and market impact: The AO recorded IA's data that suspected entities executed 2,050,815 synchronized shares (11.76% of market volume during IP) and that the connected Noticees (1,4,5,6,7) collectively contributed substantial synchronized trades. AO also noted days where synchronized trades formed very high proportions of the daily NSE trade volume in CETL (e.g., up to 89.24% on 16.02.2012 and >10% on 14 out of 22 days with synchronized trades), supporting the view that synchronized trading created substantial artificial volume on multiple dates.
Nature and intent: The AO applied legal tests (citing Ketan Parekh; Nirmal Bang; K. Ajmera) that synchronized trading is violative when executed to create false appearance, without change in beneficial ownership, or to manipulate market indicators. AO held that the synchronized trades here, combined with established connections among certain entities, fit the regulatory concerns set out in the PFUTP Regulations (Reg 4(1), 4(2)(a) and 4(2)(g)).
Procedural fairness and differential treatment: Crucially, the AO scrutinized OD's selection criteria for initiating adjudication proceedings: OD used a cut-off (synchronized trading on >=2 days and volume >0.5% of market volume) which resulted in selective adjudication against some entities while other entities with equal or larger synchronized volume were either only administratively warned or not charged. AO concluded that the rationale for differential treatment was not adequately supported by the record and that such selective approach raises concerns of arbitrary or unjustifiable differential treatment.
Exercise of AO's discretion (penalty): Because of the lack of a legally sustainable and consistent basis for selective prosecution/ differential treatment (i.e., the OD's intelligible differentia was not apparent on record), the AO concluded that imposing a monetary penalty on these Noticees would be contrary to principles of natural justice and fair treatment. Consequently, the AO disposed the proceedings without imposing monetary penalty on Noticees 1–7. The AO observed that consideration of quantum (issue b) was unnecessary given the disposal.

Holding and Implications

Holding (core ruling):

DISPOSED WITHOUT MONETARY PENALTY

More precisely, the Adjudicating Officer recorded that although synchronized trades and connections were established on the record in respect of certain entities, the OD's criteria and selective approach to initiating adjudication against a subset of entities (despite other entities contributing equal or greater synchronized volume) lacked a legally sound rationale in the record. In light of perceived unfair differential treatment and in the exercise of discretion, the AO disposed of the adjudication proceedings against Noticees 1 to 7 without imposing any monetary penalty under Section 15HA of the SEBI Act, 1992. The AO stated that the question of quantum of penalty did not require consideration.

Direct consequences for the parties

No monetary penalty was imposed on Noticees Bermaco Energy Systems Ltd., Jaroli Vincom Pvt. Ltd., KBS Trading Pvt. Ltd., Remark Properties Pvt. Ltd., Smarniya Properties Pvt. Ltd., Translands Infrastructure Developers Pvt. Ltd. and Vina Viren Ahuja in this adjudication order dated 28 March 2021.
The adjudication proceedings that were initiated by the SCN dated 8 December 2017 were disposed of in respect of Noticees 1–7 (AO did not proceed to fix any penalty amount under Section 15HA for these Noticees).
Copies of the adjudication order were to be sent to the Noticees at their last known addresses / digitally signed emails and to SEBI as per Rule 6 of the AO Rules, 1995 (this administrative step is recorded in the order).

Broader implications and precedent

The order records and applies multiple precedents on issues such as when synchronized trades can be inferred from circumstantial evidence, disclosure/inspection obligations, and the need to consider Section 15J factors prior to imposing penalty. However, the AO expressly grounded the final exercise of discretion in this case on the specific record-level concern of differential treatment by OD (selection criteria and intelligible differentia), and therefore did not lay down a new rule of general application. The order does not purport to create a new legal precedent; it applies existing authorities to the facts and emphasizes procedural fairness in selective adjudication.

Administrative details of the order

Date of Adjudication Order: 28 March 2021
Adjudicating Officer: Sangeeta Rathod (Place: Mumbai)
Action recorded: matter disposed without imposing monetary penalty on Noticees 1–7; copies to be sent to Noticees and SEBI.

This summary is strictly based on the contents of the provided adjudication opinion text. No information not present in the opinion has been added or inferred beyond the AO's recorded findings and the parties' recorded submissions.

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Adjudicaton Order in respect of various entities in the matter of Core Education and Technologies Ltd.

1. A Department (in short OD) of Securities and Exchange Board of India (in short SEBI) observed fluctuation of share price of Core Education and Technologies Ltd. (in short CETL) during the period starting from Feb 01, 2012 to May 31, 2012 (in short IP). OD initiated investigation in trading activity in the scrip of CETL and appointed Investigating Authority (in short IA) for investigating the matter of said trading during IP and IA has made reference outside the IP wherever deemed necessary. IA observed that certain connected entities executed synchronized trades which resulted in creation of artificial volume on the National Stock Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Exchange (in short NSE), and that as the entities were connected to each other and the shares moved among them, these trades did not result in change in ownership of shares.

2. In this regard, IA observed alleged violation of regulations 4(1), 4(2)(a) and (g) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003 (in short the PFUTP Regulations, 2003) by Bermaco Energy Systems Ltd. (hereinafter referred to as Noticee 1), Jaroli Vincom Pvt. Ltd. (hereinafter referred to as Noticee 2), KBS Trading Pvt. Ltd. (hereinafter referred to as Noticee 3), Remark Properties Pvt. Ltd. (hereinafter referred to as Noticee 4), Smarniya Properties Pvt. Ltd. (hereinafter referred to as Noticee 5), Translands Infrastructure Developers Pvt. Ltd (hereinafter referred to as Noticee 6) and Vina Viren Ahuja (hereinafter referred to as Noticee 7) (hereinafter collectively referred to as Noticees). APPOINTMENT OF ADJUDICATING OFFICER

3. Based upon the findings of IA, OD initiated Adjudication Proceedings and the Competent Authority appointed Shri Nagendraa Parakh as the Adjudicating Officer(in short AO), which was conveyed vide communique dated March 27, 2017, under section 19 read with (in short r/w) section 15-I of the Securities and Exchange Board of India Act, 1992 (in short the SEBI Act, 1992) and rule 3 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (in short the AO Rules, 1995) to inquire into and adjudge, under the provision of section 15HA of the SEBI Act, 1992 for the alleged violation of regulations 4(1), 4(2)(a) and (g) of the PFUTP Regulations, 2003 by the Noticees. Subsequently, the matter was transferred to Ms. Sangeeta Rathod (undersigned) vide order dated July 10, 2017. SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING

4. A common Show Cause Notice dated December 08, 2017 (in short SCN) was issued to the Noticees under rule 4 of the AO Rules, 1995 to show cause as to why an inquiry should not be held against them and why penalty under section 15HA of the SEBI Act, 1992 be not imposed on the Noticees for the violations as alleged and specified in the said SCN. Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd ()

5. Details of the SCN are given as under: It was observed that the share price of CETL moved from Rs. 160.00 on February 01, 2012 and closed at Rs. 290.75 on May 29, 2012 (price rise of 80%). Pursuant to such fluctuations in the share price of the company during the period from February 01, 2012 to May 31, 2012 (hereinafter referred to as Investigation period) trading activity in the scrip of CEPL was investigated by Investigating Authority of SEBI (hereinafter referred to as IA). Basis of connection: Based on the trading during the investigation period, IA observed that some connected entities have traded. Following connections were observed among the various entities on the basis of common e-mail ids / addresses/ directorship and off-market data etc.: S.No Client Name Basis of Connection

1 Vina Viren Ahuja (Noticee no. Entity at S. No. 1 (Vina Viren Ahuja) is the Director on Smarniya Properties Pvt. Ltd. For Entities at S.No 1 to 11 the common E-mail Id is bermaco@gmail.com. For entities at S.No. 3, 4, 6 7, 8, 9, 10, 11, 12 the common Address is, D73/1, TTC Industrial Area, MIDC Turbhe, Navi Mumbai. Also entities at S.No 2 and 8 also have common telephone no. (66269999) Smarniya Properties Pvt. Ltd. (Noticee no. 5)

3. Prabhat Properties Pvt Ltd

4. Translands Infrastructure Developers Pvt Ltd (Noticee no. 6)

5. Solar Infrastructure Pvt. Ltd.

6. Bermaco Energy Systems Ltd (Noticee no. 1)

7. Oscar Infra Pvt. Ltd.

8. Remark Properties Pvt. Ltd. (Noticee no. 4)

9 Airspace Infrastructure

10 Fantastic Realtors Pvt. Ltd.

11 Dawn Infrastructure Pvt. Ltd.

12 Flemingo Dutyfree Shop Pvt. Ltd.

13 Jaroli Vincom Pvt. Ltd. (Noticee no. 2) Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd ()

14 KBS Trading Pvt. Ltd. (Noticee no. 3) Entities at S. No. 13, 14, and 15 have the same address i.e. 410, Mangalam, 24, Hemant Basu Sarani, Kolkata. Jaroli Vincom transferred one lakh shares to the entity at S.No 3 (Prabhat Properties), hence connected with Prabhat.

15 GKK Capital Markets

16 Sharad Shah Entities at S.No 16 and 17 have same common address, email id sharadshah1958@yahoo.co.in and mobile no. 9820826777. The entity at S. No. 16 received one lakh shares in off market from entity at S.No

6 (Bermaco Energy Systems Ltd) on March 22 and Mar 23, 2012 and hence connected.

17 Trupti Sharad Shah

18 Mangal Keshav Capital Ltd. Transferred 1.25 lakh shares in off market to entity at S. No 1 (Vina Viren Ahuja) on March 07, 2012 and hence connected.

19 Religare Finvest Ltd. Off market transfers with entities at S.No 13,14,15,16 (Jaroli Vincom, KBS Trading, GKK Capital and Sharad Shah) hence connected to them Synchronized trading: As regards, trading of connected entities, IA observed that the aforementioned 19 connected entities bought 44,91,869 shares forming 25.76 % of the Buy market volume of the scrip of CETL during the investigation period and sold 41,58,867 shares forming 23.85% of the sell market volume on the National Stock Exchange(NSE). Also, that the connected entities had an exposure of 20.53% of buy volume and 20.60% of sell volume on the derivatives segment. In this regard, IA observed that some connected entities out of 19 connected entities have carried out synchronized trades (where the buy and sell order quantity and rate were identical and orders for these transactions were placed within time gap of one minute) among themselves for 20,50,815 shares (i.e. 11.76 % of the market volume) during the investigation period. These entities are termed as suspected entities. The trade log of trading on NSE by the suspected entities is placed at Annexure C. Details of the synchronized trades between suspected entities are given below: Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Client Name Sell Client Name differ ence (INR) differ ence Synchr onized Quantit % of Synchr onized Volume Market Volume trade Orde Sell Orde

1. Remark Properti Private Ltd. Smarniya Properties Pvt. Ltd 0.05 0.02 389995 2.24 6 6 6

2 Solar Infrastru cture Jaroli Vincom -0.25 -0.09 356754 2.05 1 1 1

3 Translan Infrastru cture Develop ers Pvt. Ltd. Smarniya Properties Pvt. Ltd. 0.7 0.25 299000 1.72 3 3 3 Sharad Shah Smarniya Properties Pvt. Ltd.

0 0 149611 0.85 3 1 1

5 Jaroli Vincom Pvt. Ltd. Capital Markets Pvt. Ltd. 0.25 0.09 100000 0.57 1 1 1

6 KBS Trading Pvt. Ltd. Capital Markets Pvt. Ltd.

0 0 99525 0.57 5 1 1

7 Bermaco Energy Systems Ltd. Vina Viren Ahuja 0.05 0.02 39898 0.23 2 2 2

8 Vina Viren Ahuja Bermaco Energy Systems Ltd. 0.65 0.25 79999 0.46 2 2 2 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Client Name Sell Client Name differ ence (INR) differ ence Synchr onized Quantit % of Synchr onized Volume Market Volume trade Orde Sell Orde

9 Vina Viren Ahuja Oscar Infra Pvt. Ltd. 0.7 0.24 15475 0.09 2 2 2

10 Smarniy Properti es Pvt. Ltd. Bermaco Energy Systems Ltd. 0.3 0.11 74921 0.43 5 3 3 Vina Viren Ahuja Smarniya Properties Pvt .Ltd. 0.9 0.34 286146 1.64 28 10 9

12 Smarniy Properti es Pvt. Ltd. Vina Viren Ahuja 1.05 0.36 103286 0.59 18 12 12

13 Smarniy Properti es Pvt. Trading Pvt. Ltd. 0.1 0.04 49275 0.28 1 1 1

14 Jaroli Vincom Pvt Ltd Trading Pvt Ltd

0 0 4930 0.03 1 1 1

15 Smarniy Properti es Pvt. Ltd. Religare Finvest Ltd. -0.05 -0.02 2000 0.01 2 2 1 4.45 1.61 2050815 11.76 80 48 47 Total no. of trades in market is 184759, total trading days 84 days. The above synchronized trades have been executed on 22 days (unique dates) out of 84 days during the investigation period. These trades had allegedly created artificial volume on the stock exchange. IA observed that, the entities Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () were connected to each other and the shares moved amongst them, therefore these trades did not change the ownership of shares. It was also observed that some of the entities were appeared both as buyer and seller. The above data has been plotted in the matrix form, for easy understanding: Buyer Name Seller Name Berm Energ Capit Jaroli Vinco Tradin Oscar Infra Religar Finvest Smar niya Prope rties Vina Vire Tota Bermac 39898 3989 Jaroli Vincom 100000 4930 1049 Trading 99525 99525 Remark Prop 389995 3899 Sharad Shah. 149611 1496 Smarniy Properti 74921 49275 2000 103286 2294 Solar Infrastru cture 356754 3567 Transla Infrastru cture 299000 2990 Vina Viren 79999 15475 286146 3816 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () 15492 19952 35675

4 54205 15475 2000 11247 1431 2050

815 Grand Total Further, some of the above entities had entered into synchronized trades for the following number of buy days/sell days (an entity buying for 1 day=1 buy day and entity selling for 1 day = 1 sell day) as follows: Name of the Entity Synchr onized Quanti ty as Buyer No of Days Synchr onized Quanti ty as Seller No of Sell Days Total Synchro nized Traded Quantity Total Buy and Sell days Smarniya Properties Pvt. Ltd. 229482 12 1124752 10 1354234 22

2 Vina Viren Ahuja 381620 8 143184 10 524804 18 Bermaco Energy Systems Ltd. 39898 1 154920 3 194818 4

4 Jaroli Vincom Pvt. Ltd. 104930 2 356754 1 461684 3

5 KBS Trading Pvt. Ltd. 99525 1 54205 2 153730 3 Remark Properties Pvt ltd. 389995 2 0 0 389995 2 Translands Infrastructure Developers Pvt. Ltd. 299000 2 0 0 299000 2

8 Solar Infrastructure 356754 1 0 0 356754 1

9 Gkk Capital 0 0 199525 1 199525 1

10 Sharad Shah 149611 1 0 0 149611 1 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd ()

11 Oscar Infra 0 0 15475 2 15475 2

12 Religare Finvest 0 0 2000 1 2000 1 Total 2050815 30 205081

5 30 IA observed that as some of the entities had synchronized trades for insignificant quantity/non-repetitive, therefore the entities who had executed trades on 2 or more buy/sell days for volume in excess of 0.5% of market volume i.e. 87,187 shares were shortlisted. Accordingly, it is alleged that Noticees (i.e. Bermaco Energy Systems Ltd., Jaroli Vincom Pvt. Ltd., KBS Trading Pvt. Ltd., Remark Properties Pvt. Ltd., Smarniya Properties Pvt. Ltd., Translands Infrastructure Developers Pvt. Ltd and Vina Viren Ahuja) owing to their repetitive behaviour had created a false and misleading appearance of trading in the securities market. It is thereby alleged that you have violated the provisions of Regulations 4(1), 4(2) (a), (g) of SEBI PFUTP regulations, 2003.

6. Noticees 4 and 6: The common SCNs dated December 08, 2017 were served to Noticees 4 and 6 through speed post acknowledgement due (SPAD) as per the available record. Noticees 4 and 6 requested for inspection of certain documents related to the issuance of the SCN vide separate letters dated December 18, 2017. Relevant Department of SEBI (in short RD) was requested to facilitate the inspection vide separate Office Notes (in short ONs) dated January 05, 2018 and Noticees 4 and 6 were advised to complete the inspection in coordination with RD vide separate letters dated January 05, 2018. Vide email dated July 12, 2018, RD intimated that opportunity of inspection was given to Noticees 4 and 6 on various dates, though no one appeared for the same. Vide separate letters dated July 02, 2018, Noticees 4 and 6 were advised to file reply to the SCN, if any, by July 10, 2018 and were granted an opportunity of personal hearing on July 13, 2020. Vide letters dated July 12, 2018, Noticees 4 and 6 requested for another opportunity of inspection. Vide email dated July 13, 2018, Noticees 4 and 6 were advised to coordinate with RD for availing inspection as requested by them. Vide letters dated May 24, 2019, Noticee 4 and 6 were advised to submit reply to the SCN, if any, and were granted an opportunity of personal hearing on June 18, 2019. Vide letters dated June 10, 2019, Noticees

4 and 6 requested for opportunity to conduct inspection. Vide letters dated June Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () 10, 2019, Noticee 4 and 6 were advised to conduct inspection in coordination with RD and the same was intimated to RD vide ON dated June 18, 2019. Vide ON received on October 14, 2020, RD intimated that inspection for Noticees 4 and 6 was conducted on August 23, 2019. Vide letters dated November 11, 2019, Noticees 4 and 6 were advised to file reply to the SCN. Vide letter dated December 03, 2019, Noticees 4 and 6 requested to inspect Trade and Order log in the matter. Vide letters dated January 14, 2020, Noticee 4 and 6 were intimated that all documents relied upon in the issuance of SCN were already provided to the them, were advised to file reply to the SCN on or before January 27, 2020 and were granted opportunity of personal hearing on January 30, 2020. Vide letters dated February 13, 2020, Noticee 4 and 6 were advised to file reply to the SCN on or before February 24, 2020 and were granted opportunity of personal hearing on February 27, 2020. Vide letters dated February 20, 2020, Noticee 4 and 6 requested for additional time for filing the reply to the SCN. Vide letters dated February 27, 2020, Noticee 4 and 6 were advised to submit reply to the SCN by March 12, 2020. Vide letters dated August 11, 2020, Noticees 4 and 6 were given final opportunity of personal hearing on any date between September 07-11, 2020. Vide letters dated August 27, 2020, Authorized Representative (in short AR) of Noticee 4 and 6 confirmed its representation. Vide email dated, August 28, 2020, Noticee 4 and 6 were intimated that all material replied upon in the issuance of SCN were already conveyed to them. Noticee 4 submitted replies to the SCN dated September 04, 2020 and September 11, 2020 and Noticee 6 submitted reply to the SCN dated September 04, 2020. The AR appeared for personal hearing held on September 11, 2020 on WebEx platform. The AR reiterated submissions made in the replies to the SCN. Hearing minutes are on record. Proof of delivery of all the outgoing e-mails mentioned herein from the Adjudicating Officer, is available on record. Noticee 1, 5 and 7: The SCNs dated December 08, 2017 were served to the Noticees 1, 5 and 7 through speed post acknowledgement due (SPAD) as per the available record. Noticees 1, 5 and 7 requested for inspection of certain documents related to the issuance of SCN vide separate letters dated December 18, 2017. RD was requested to facilitate the inspection vide separate ONs dated January 05, 2018, and Noticees 1, 5 and 7 were advised to complete the Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () inspection in coordination with RD vide separate letters dated January 05, 2018. Vide email dated May 31, 2018, RD intimated completion of inspection for Noticees 1, 5 and 7 on February 23, 2018. Vide separate letters dated July 02, 2018, Noticees 1, 5 and 7 were advised to file reply to the SCN, if any, by July 10, 2018 and were granted an opportunity of personal hearing on July 13, 2020. Vide letter dated July 9, 2018, Noticees 1, 5 and 7 requested for copies of certain documents related to the issuance of SCN. Vide letter dated July 11, 2018 and emails dated July 12, 2018 and July 13, 2018, Noticees 1, 5 and 7 intimated that they had filed consent application and requested for adjournment of the personal hearing. Vide ON dated December 18, 2018, a concerned Department requested the undersigned to keep the Adjudication Proceedings on hold until disposal of the settlement application by Noticees 1, 5 and 7 in the matter. Vide letter dated May 24, 2019, Noticees were advised to file reply to the SCN by June 10, 2019 and were granted opportunity of personal hearing on June 18, 2019. Vide letter dated June 10, 2019, Noticees requested for inspection of certain documents. Vide ON dated June 18, 2019, RD was requested to reply to the Noticees 1, 5 and 7 regarding their request for inspection of certain additional documents. RD informed the undersigned about the reply sent to the Noticees dated May 29, 2018 which stated that all documents relied upon in the issuance of SCN had been supplied to the Noticees. Vide letters dated November 11, 2019, Noticees were advised to file reply to the SCN in the matter in 15 days of the receipt of letter. Vide letters dated December 03, 2019, Noticees requested for inspection of certain other documents in the matter. Vide letters dated January 14, 2020, Noticees were intimated that all documents relied upon in the issuance of SCN were already provided to the them, were advised to file reply to the SCN on or before January 27, 2020 and were granted opportunity of personal hearing on January 30, 2020. Vide letters dated January 29, 2020, Noticee 1 and 7 requested for additional time for filing the reply. Vide letter dated February 13, 2020, Noticee 1, 5 and 7 were advised to file reply to the SCN on or before February 24, 2020 and were granted opportunity of personal hearing on February 27, 2020. Vide letter dated February 24, 2020, Noticee 5 requested for additional time to file reply to the SCN. Vide letters dated February 21, 2020, March 09, 2020 and February 24, 2020, AR of Noticees 1, 5 and 7 respectively intimated about its appointment and requested for inspection of certain documents. Vide Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () separate letters dated February 27, 2020, Noticees 1, 5 and 7 were advised to submit reply to the SCN by March 12, 2020. Noticee 1 and 7 submitted reply to the SCN dated March 12, 2020. Vide letters dated August 11, 2020, Noticees 1,

5 and 7 were given final opportunity of personal hearing on any date between September 07 to 11, 2020. Noticee 5 submitted reply to the SCN dated September 04, 2020. The AR appeared for personal hearing held on September 11, 2020 on WebEx platform and reiterated submissions made in the replies to the SCN. Hearing minutes are on record. Proof of delivery of all the outgoing e- mails mentioned herein from the Adjudicating Officer, is available on record. Noticee 2 and 3: The SCNs dated December 08, 2017 were served to the Noticee 2 and 3 through SPAD as per the available record. Noticee 2 and 3 submitted replies to SCN dated December 28, 2017. Vide letters dated July 02, 2018, Noticee 2 and 3 were granted opportunity of personal hearing on July 13, 2018. Vide letters dated July 12, 2018, Noticee 2 and 3 requested for postponement of hearing in the matter. Noticee 2 and 3 made additional submissions dated July 31, 2018. Vide letters dated May 24, 2019, Noticee 2 and 3 were granted opportunity of personal hearing on June 18, 2019. Hearing was conducted on June 18, 2019 and hearing minutes are on record. During proceedings of the hearing, the AR for Noticee 2 and 3 requested time for making additional submissions and acceding to the said request, time till July 01, 2019 was granted. Noticee 2 and 3 made additional submission dated July 01, 2019. Vide emails dated September 15, 2020, Noticee 2 and 3 were given final opportunity to make additional submissions, if any, by September 21, 2020., however, no reply was received. Proof of delivery of all the outgoing e-mails mentioned herein from the Adjudicating Officer, is available on record.

7. Replies received and submissions made by the Noticees are summarized hereunder: (a) Replies of Noticees 1 and 7 dated March 12, 2020, and Noticees 4, 5 and 6 dated September 04, 2020: Preliminary Objections: Our client states and submits that SEBI has failed to provide any evidence, basis which, SEBI has arrived at the alleged conclusion that the trades as impugned in the Show Cause Notice are fraudulent; and none of the ingredients of SEBI PFUTP Regulations are attracted in the present case for the following reasons: Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () The trades were executed on the floor of the Stock Exchange with due compliance of all the Rules and Regulations of the Stock Exchange; The Counter Party to the transaction was not known at the time of executing the trade; For the transaction to be termed fraudulent, there has to be 'inducement' as per the definition of fraud and in the present case, SEBI has not even alleged inducement; There is a discrepancy in the allegation of time, order, quantity, etc. which negates the case of synchronized trading; The relevant logs have not being furnished to our client; The trades in question were in normal course of business and there is nothing amiss in the trades executed by us; During the investigation period, our client was genuinely trading in other scrips on the basis of market information as regards companies, such as Jindal Steel, Tata Coffee Limited, ITC Limited, Videocon Industries Limited and others such companies; and None of the trades are deceptive in nature or have any impact on the investors or their investment decision, which is a sine qua non of 'fraud'. Violation of the Principles of Natural Justice: Upon perusal of the Show Cause Notice, it can be seen that various documents and data has been referred to and relied upon by SEBI. In fact, serious allegations of commission of fraud in securities market have been made against our client without production of any investigation report and/or any cogent evidence in this regard; Accordingly, our client requested SEBI to provide the entire set of documents, pertaining to the Show Cause Notice and investigation conducted therein, including the investigation report. This request of our client was acceded to by the Ld. Adjudicating Officer and the concerned department of SEBI was directed to grant our client an opportunity of inspection of documents. At the time of inspection, the entire file of the Show Cause Notice was offered for inspection. However, photocopies of only certain documents were provided. Hereto annexed and marked as Exhibit '1' is a copy of the letter dated 3 December, 2019 addressed by our client's erstwhile advocates to SEBI. It will not be out of place to mention here that on 24th January, 2020, the erstwhile Advocates of our client had taken discharge in the present proceedings, which was notified to you by our client's letter dated 20th February, 2020. Subsequently, we, the newly appointed Advocates by our letter dated 27th August, 2020 requested for inspection of documents in the present proceedings, as the earlier Advocates had taken discharge, which request not acceded to. Thus, despite request, no inspection was offered to us. The same is gross violation of principles of natural justice and vitiates the entire proceedings; However, without prejudice to the rights and contentions of our client, our client hereby submits its explanations and/or clarifications with the limited data and/or information retrieved by our client in the subsequent paragraphs. Our client craves leave to file further, submissions as and when required during the course of present proceedings. The trades in question did not change the price of underlying shares in cash segment: Our client traded in the stock market in ordinary course consequent to our client's bonafide trading. It can be observed from the Show Cause Notice that the trades of our clients were in miniscule percentage of market. Thus, it is erroneous to allege the trades of our client created artificial volume on NSE; The impugned trades constitute only a minuscule percentage of the total alleged artificial trades during investigation period; There was no major movement in Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () price of underlying scrip which itself proves that the trades of our client had no impact on market. Thus, transactions of our client neither distorted the equilibrium in market nor caused any loss or prejudice to investors at large. Noticees submitted details of their shareholding in CETL pre, during and post investigation period, and contended that they maintained their holding in CETL and did not transact for short term gain or manipulation. No relationship with Counter Parties and/or their Broking Entities: Neither did our client act in concert and/or in collusion with anyone nor was our client a part of any group and/or connected with anyone for the purpose of influencing the price and/or any manipulative activity as alleged or otherwise. There is no connection whatever between our client, connected entities or Counter Parties to the impugned trades; All the transactions by our client have been carried out on the floor of Stock Exchange. Undisputably, in case of screen-based trading, the automated system itself matches orders on price time priority basis and hence, it is not possible for anybody to have access over identity of counter party. Since, counter party identity is not displayed, one can never have any choice with whom it wants to deal and/or not to deal; At no point of time was our client aware of the Counter Party with which the transactions of our client got matched, since, all our transactions were executed through the normal screen based trading system of Stock Exchange, where matching is done by automated on-line trading module. Noticees cited cases of Jagruti Securities (2008 SCC OnLine SAT 184) and S P J Stockbrokers Pvt Ltd (2003 SCC OnLine SAT 67), and contended that alleged trades are only illegal if there is cogent connection between counterparties or mischievous meeting of minds. Noticees cited case of Subhkam Securities Pvt Ltd vs SEBI (2012 SCC OnLine SAT 112) and contended that synchronized trades are illegal only if executed with a view to manipulate price of the scrip. Our client states and submits that all the trades were within prudential norms of Stock Exchange and as per procedures and guidelines as prescribed by the Regulator, i.e. NSE. At the relevant time, none of the trades of our client were questioned by the brokers, who are SEBI registered intermediaries and frontline gatekeepers of Stock Exchange. If our client would have been alerted by the broker and/or Stock Exchange, our client would have taken prompt and immediate corrective measures, if any, at the relevant point in time only; and No cautionary warning, advisory, communications or alarms were raised by NSE at any point of time. There was nothing in the public domain that there is anything amiss in the matter. In fact, with a foolproof and state of art surveillance system NSE could have annulled the trades at the relevant point in time only in case it considered that the traders were fraudulent. However, this was not the case, which means that the trades executed by our client were genuine and fair. No role attributed in the Show Cause Notice: There is no reason for any allegation that our client has violated the provisions of SEBI PFUTP Regulations and/or Securities and Exchange Board of India Act, 1992. Besides recording common generic allegations against our client not a single instance or observation on specific role of our client in the alleged synchronized trading is delineated in the Show Cause Notice. Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Noticees cited the Honble Supreme Court in the matter of Commissioner of Central Excise, Bangalore vs. BrindavanPrivateLimited &Ors. [Civil Appeal 3417 of 2002] in this regard. (b) Reply of Noticee 4 dated September 11, 2020: DELAY: At the outset, it is submitted that there has been an inordinate delay on the part of SEBI in issuing the Show Cause Notice to the present Noticee for alleged violation of the provisions of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ('PFUTP Regulations') in the scrip of Core Education & Technologies Limited ('Target Company') and on this ground alone, the proceedings and/or inquiry ought to be dropped and no penalty ought to be imposed by the Adjudicating Authority. It is submitted that SEBI has conducted an investigation of the trades during the period 1st February, 2012 to 31st May, 2012 and the conclusion drawn from the investigation were envisaged through the Show Cause Notice dated 8"' December, 2017 issued to the present Noticee along with 8 other Noticees. It is pertinent to mention that the Show Cause Notice was issued to the present Noticee after a lapse of 5 and a half years. Furthermore, the investigation period of 2012 is being considered now in 2020, i.e. after 8 years. lt is further submitted that the Show Cause Notice conveniently remains silent on the delay in issuing the Show Cause Notice to the Noticee. SEBI has patently failed to provide adequate explanation and/or reasons for the delay caused in initiating the proceedings qua the Noticee despite the investigation having concluded in 2012. Noticee cited matter of Ashok Shivlal Rupani & Anr. Vs SEBI: Appeal No 417 of 2018 along with Appeal No 440 of 2018, and HB StockHoldings Ltd vs SEBI: Appeal No 114 of 2012 in this regard. FACTUAL INACCURACY AS THE BASIS OF THE SHOW CAUSE NOTICE: It is submitted that paragraph 2 of the Show Cause Notice is the entire basis of the investigation initiated by SEBl. Paragraph 2 of the Show Cause Notice is reproduced herein below for ease of reference: "It was observed that the share price of CETL moved from Rs. 160.00 on February 01, 2012 and closed at Rs. 290.75 on May 29. 2012 (Price rise of 80%). Pursuant to such fluctuations in the share price of the company during the period from February 01, 2012 to May 31, 2012 (hereinafter referred to as ''investigation period") trading activity in the scrip of CETL was investigated by the investigating authority of SEBI (hereinafter referred to as 'IA')". A bare perusal of the aforesaid makes it abundantly clear that the primary reason for initiating the investigation qua the trades of the Noticee appears to be an alleged price fluctuation of '80%' wherein the price allegedly increased from 'Rs.160/-' to 'Rs. 290.75/-'. It is submitted that this information is erroneous and factually incorrect..and subsequently, on that inaccurate basis has proceeded to make a charge against the Noticee under the relevant provisions of the PFUTP Regulations. It is for this purpose that the Noticee made multiple requests for grant of inspection of the documents which have been relied upon by SEBI in the Show Cause Notice. However, it will not be out of place to mention that despite letters dated 5th March, 2018 addressed by the Noticee to SEBI and letter dated 9th Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () March, 2020 addressed by the present Advocates of the Noticee to SEBI, the Noticees and/or the present Advocates of the Noticees were not provided with documents. Without prejudice, it is submitted that the minimal price movement Rs. 261/- to Rs. 290/- over a period of 4 to 5 months being the investigation period is through routine trading and market activity. This is evident from the fact the Show Cause Notice does not even make out any case of specific instances of price rise attributable to this Noticee. Noticee submitted background of its trading in the scrip of CETL. NO PRICE MANIPULATION: It is submitted that the trades during the investigation period were executed on the floor of the Stock Exchange with due compliance to all the rules and regulations of the Stock Exchange. One of key ingredients to make out a case of synchronized trading under the PFTUP Regulations is that the buyer and the seller ought to be connected parties so as to retain the ownership of the shares being traded. However, in the present case, the counter party to the transaction was not known at the time of executing the trade. It is further submitted that for the transaction to be termed as fraudulent, there ought to be an act of inducement' as per the definition of 'fraud'. However, no case of any inducement has been made out by SEBI in the Show Cause Notice. It is pertinent to mention that during the investigation period, the Noticee was genuinely trading in other scrips on the basis of the market information such as Jindal Steel, Tala Coffee Limited, lTC Limited, Videocon Industries Limited and such other Companies. None of the trades arc deceptive in nature nor have had any impact on the investors or their investment decision. Assuming, that there have been minimal instances of matching of trade as a coincidence, a perusal of the aforesaid makes it abundantly clear that there has been no change in the trade price and the trade has been executed in a completely legal manner. Since, there is no change in the price, no question of inducing any investors arises. As such, there is no illegality in the trades executed by the Noticee during the investigation period. It is a well settled position of law that synchronised trading in itself is not illegal. It only becomes illegal when the synchronized trade is executed with a view to intentionally manipulate various indicators of a security like its market price and volume. In the present case, it is evident from the aforesaid that the trades executed by the Noticee have not caused any price manipulation in the market. In any event, the Show Cause Notice does not make out a charge of price manipulation resulting from synchronized trading qua the present Noticee. Noticee has cited the case of Subhkam Securities Pvt Ltd vs SEBI: Appeal No

73 of 2012 in this regard. DELIVERY OF SHARES WITH CHANGE IN BENEFICIAL OWNERSHIP: Master Circular dated 31st December, 2010 issued by SEBI defines a beneficial owner as a natural person and/or persons who ultimately own, control or influence a client and/or persons on whose behalf a transaction is being conducted, and includes a person who exercises ultimate control over a legal person or arrangement. It is well known that when a garden variety trade is executed on a stock exchange, the buyer in the trade is not controlled or Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () influenced by the seller in any manner. As a result, the buyer becomes the true owner of the securities in accordance with the definition of a 'beneficial owner'. However, in the present case, there was a complete transfer and change in beneficial ownership of the shares for all trades which were traded. The trades were effected on screen based trading platform. As is well known, in a screen based trading, there is no knowledge of counter parties in a transaction. INCORRECT APPRECIATION OF ROLE OF THE NOTICEE: Out of the 19 suspected entities, it is submitted that entities at serial nos. 13 to 19 are not in any manner connected to the Noticee. The effect of lack of connection and dropping of show cause proceedings against other entities, the table of synchronized trades suggesting synchronized quantity of 2050815 and 80 trades cannot be even relied upon. It is submitted that no trade with any unconnected entity can be taken into account. The result is that, in addition to the submission of factual inaccuracy in the Show Cause Notice and no price manipulation, even the data of synchronized trades does not make out any charge of PFUTP Regulations Without prejudice and without admitting, it is submitted that the negligible role of the Noticee wherein the price difference of the trade with the alleged connected entity is only Rs. 0.05/-. It is respectfully submitted this is absolutely negligible even as per SEBIs own case and does not warrant any investigation. It is pertinent to mention that the Noticee is not connected with either KBS Trading Private Limited or Religare Finvest Limited. Noticee submitted pre and post investigation holding in CETL and disputed allegation of synchronized trade for a miniscule quantity. FAILURE TO COMPLY WITH PRINCIPLES OF NATURAL JUSTICE: Upon a perusal of the Show Cause Notice, it can be seen that various documents, including the entire trade log and data has been relied upon by SEBI. Serious allegations of commission of fraud in the securities market has been made against the present Noticee without production of any investigation report and/or any cogent evidence in this regard. Moreover, despite change in advocates, which was conveyed to SEBI by Noticee's letter dated 24th February, 2020 and subsequent request for an inspection of records by our letter dated 9th March, 2020, no inspection provided. SERIOUS CHARGE OF PROHIBITION OF FRAUDULENT AND UNFAIR TRADE PRACTICES RELATING TO SECURITIES MARKET NOT MADE OUT: It is submitted that the Noticee has not violated Regulations 4(1) and 4(2)(a) and (g) of the PFUTP Regulations, in any manner whatsoever. With regard to the issue as to why penalty be not imposed upon under Section 15HA of the SEBI Act, it is submitted that the Noticee has not indulged into either fraudulent or unfair trade practices which is warranted as per the wordings of the Section to attract penalty. The above makes it amply clear that only those persons who are found guilty of fraudulent or unfair trade practices can be made liable to pay the penalty. In the scenario where your goodself has totally failed to establish even single evidence against the Noticee in relation to manipulative, fraudulent or unfair trade practices, the above mentioned provision holds no ground at all. Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Moreover, it is noteworthy to mention that your goodself cannot allege the Noticee of having violated the SEBI Rules and Regulations just on the basis of surmises and conjectures which it had done so in the present case. It is a known fact that sufficient evidence is needed to actually hold him guilty of violating PFUTP Regulations and SEBI Act as mentioned in the Show Cause Notice. Noticee cited judgements of the Hon'ble Supreme Court in the case of Varanasaya Sanskrit Vishwavidyalaya & Anr vs. Dr. Rajkishore Tripathi &Anr. [AIR 1977 SC 615} and of the Honble Madras High Court in the matter of Tamil Nadu Newsprint and Paper Limited rep. by its MD vs Rama Damodaran & Anr. [(2005) IMLJ625] A thorough perusal of the excerpt of the above mentioned case law would bring us to the understanding as to how important is to have sufficiency of evidence in proving any allegation. The alleging party should prove the nexus between the allegation and the alleged party, which is totally absent in the present case. Your goodself has failed to point out a single instance wherein it could establish a direct link/nexus between the allegations purportedly committed by the Noticee. In such a scenario, all the allegations against the Noticee fail in entirety, as a result of which the Show Cause Notice is liable to be quashed and set aside. NO GAIN OR ADVANTAGE TO THE NOTICEE: Before arriving at any conclusion, it is submitted that the factors mentioned under Section I5J of SEBI Act are required to be examined and considered by your goodself while taking a decision in imposing penalty against the Noticee. With regard to clause (a): "the amount of disproportionate gain or unfair advantage, whether quantifiable, made as a result of the default", it is submitted that the contents of the entire Show Cause Notice do not lead to any conclusion that there has been disproportionate gain or unfair advantage to this Noticee. Even your goodself has not been able to show that this Noticee has accrued any illgotten profits. Hence, it is submitted that there is no amount of disproportionate gain or unfair advantage, whether quantifiable, made as a result of the alleged default by this Noticee. With regard to Clause (b): "the amount of loss caused to an investor or group of investors as a result of the default", it is submitted that there are no investor complaints filed at any Stock Exchange or with SEBI, or with any authority as a matter of fact against the Noticee. It is also submitted that your goodself has not shown any loss caused to other investors as a result of the Noticees alleged indirect/direct dealing in the scrip. In absence of such direct information the allegation of causing loss to other investors is also not applicable. Therefore, it is submitted that there is no amount of loss caused to an investor or group of investors in the scrip. With regard to Clause (c) it is submitted that no case of the repetitive nature of the default has been made out. In lieu of the above factors of Section 15J of SEBI Act, your goodself is requested to take a liberal approach and employ utmost prudence in levying any penalty against Noticee, if it is decided so. In this regard, Noticee cited judgement of the Honble Supreme Court in the matter of Ex-Naik Sardar Singh vs Union of India [(1991) 3 SCC 212] and Ranjit Thakur vs. Union of India [AIR 1987 SC 2386], and of the Honble SAT in the Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () matter of Kensigton Investment Limited vs. SEB1 and Brentfield Holdings Ltd vs The Chairman, Adjudicating Offier, SEBI [Appeal Nos. 27, 28,30 and 31/2002]. The above mentioned case law clearly stipulates that the relevant authority has to justify the imposition of penalty covering the realm of the factors provided under Section I 5J of SEBI Act and therefore, no authority can just unilaterally impose penalty on the delinquent. The relevant authority also is not under any obligation to impose a penalty just because the law requires so. The authority has to exercise extreme prudence in levying any penalty against the delinquent. Moreover, a case of levying penalty can only arise in a situation wherein the delinquent has deliberately acted in defiance of law, which the Noticee did not in the present case. Therefore, your goodself cannot unilaterally levy penalty against the Noticee under Section I 5 HA of SEBI Act and you are obligated under the law to consider the above stated principles propounded by various judicial authorities. (c) Replies of Noticee 2 and 3 dated December 28, 2017: We confirm that Jaroli Vincom (P) Limited (hereinafter referred as Jaroli), KBS Trading (P) Limited (hereinafter referred as KBS), both NBFC company and GKK Capital Markets Limited (hereinafter referred as - GKK), being a share broking company belong to same group and have same registered office address. However, we have wrongly connected to the trading activities carried out by Prabhat Properties Private Limited hereinafter referred as Prabhat). Our only relationship with Prabhat is business relationship of an NBFC company with its client. We have taken loan from Prabhat in form of shares in our companies. We are not connected any more than this with Prabhat. We are not involved in any synchronized trading in the shares of Core. In our company Jaroli we are dealing in shares and also doing arbitrage/derivative trading in various scripts. We, against our open position provide margin to the share brokers in the form of cash deposit or shares as margin. To meet our shortfall in margin with brokers, sometimes we sale shares in one company (to reduce exposure to meet margin requirement or market obligation) and buy the same shares out other group company, if the said shares are not meant for sale as our group strategy. We are dealing in shares & securities in the market as trading as well as investment. In a number of occasion to meet our market obligation with broker we do sale shares at market price to reduce our total exposure. It has so happened that we had to sale shares of core to meet & reduce our exposure in the market. The shares were sold from our company (Jaroli) and purchased in our other group company, where we had exposure available in the market. We had no intention to involve in synchronized trade as the purchase & sale was one off case to meet/reduce market exposure. There was no intention to impact market volume or price by us as our trading quantity was very negligible to have any impact on market. Moreover, we were not trading continuously to have any intention disturb market equilibrium. We deny the allegation of synchronized trading as there was only one or two transaction among or group companies for the reason as stated above. We have not transferred the shares for any market manipulation or price movement, the trade was done to effect only our margin requirement. Our trading volume is also Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () very negligible to effect or impact in movement of price in the market. The same can be seen from Chart (Row 5, 6 & 14 of the Annexure C) provided in the notice itself. We are not involved in any fraudulent, unfair trade practice or manipulative transactions in the shares of Core. The shares were simply taken from Prabhat on certain business terms to meet our market margin obligation and were partly returned also. We have not cheated any investor through our dealing. Moreover, our trade in the market were very negligible to create any false position and also we were not trading in Core in day to day buy/sale to create any market for the share. We have taken the share Core at that time since it was readily accepted as margin by the brokers. We never thought that Core will get involved in any kind of market violation and is falsely creating market/price. (d) Additional submissions made by Noticee 2 and 3 dated July 31, 2018: At the outset and without prejudice to anything that is stated in our reply dated December 28, 2017, we repeat, reiterate and deny all the allegations made against us in the said Show Cause Notice. Nothing contained in the said Show Cause Notice may be deemed to have been accepted or admitted by us merely on account of non-traverse. With regard to the transfer of shares between Prabhat Properties Private Limited ("Prabhat") and ourselves, we submit that the same was a loan of shares made in accordance with normal market practices. We borrowed 10 Lakh shares of Core Education and Technologies Limited ("CETL) on January 29, 2011 and returned 6 Lakh shares of CETL to Prabhat on January 28, 2012 i.e. prior to the Investigation Period and 1 Lakh shares to Prabhat on February 18, 2012. It is this latter transfer to shares that SEBI appears to have relied upon to allege that we are related to Prabhat. We submit that the aforesaid borrowing of shares from Prabhat was a commercial transaction and does not imply any connection or relation with them. We categorically submit that we had no other business dealings with Prabhat during the relevant period. With regard to trades in the shares of CETL during the Investigation period, we repeat, reiterate and submit that we did not indulge in any synchronized trades or matched trades as falsely alleged or otherwise. We further submit as under: - It appears that SEBI has considered our trades to be synchronized because the counter party may have been one of the entities described in the said Show Cause Notice as a "connected entity". We submit that such an inference in erroneous and misplaced. For instance, our sell orders are said to have matched with the buy orders of Solar Infrastructure, however, Solar Infrastructure is not shown to be connected to us in any manner. In other instances of synchronized trades involving us, the counter parties were KBS Trading (P) Ltd and GKK Capital Markets Limited, which were our group companies. As set out in our aforesaid reply dated December 28, 2017, we sold shares held us to reduce our exposure with stock brokers and another group company, which could take further exposure, purchase the same. Thus, there was no malafide intention behind those synchronized trades and therefore, they cannot be termed as fraudulent or unfair. It may be noted that this is a normal business practice in the securities market. Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () As submitted by the Chairman of SEBI before the Joint Parliamentary Committee of Parliament, all synchronized trades are not per se fraudulent; in this case, orders placed by group companies to decrease exposure in one and increase exposure in another coincidentally matched. While these were group companies, they were separate entities and traded as such. There was no intention to create a false or misleading appearance of trading and there was a change in beneficial ownership from one legal entity to another. It may also be noted that the sale and purchase of shares has been duly disclosed by both us and our group companies in their respective Tax Returns. Furthermore, in each of the tables mentioned in pages 5 to 7, qua us, only 1 trade each is impugned as a synchronized trade and that too only on 3 out of 84 trading days during the investigation period (and 22 days on which the synchronized trading took place). The minuscule trade number and volume could never have impacted the market and the said Show Cause Notice does not allege otherwise. This clearly indicates that we had no intention to create a false appearance of trading. It is set out in the said Show Cause Notice that entities who traded in 2 or more days for volumes in excess of 0.5% market volume i.e. 87,187 shares have been shortlisted. It is not clear which day's trading volume has been taken into account; the market volumes for each day of trade are not set out in the said Show Cause Notice. Furthermore, the proportion of our trades, which are alleged to be synchronized trades and their proportion to the market volume are also not set out in the said Show Cause Notice. Notwithstanding the above, the criteria to shortlist 0.5% of the market volume and 2 days of trading is also not set out in the said Show Cause Notice. In the absence of the above, it is submitted that the allegations against us have not been established beyond reasonable doubt. (e) Additional submissions made by Noticee 2 dated July 01, 2019: At the outset, the Noticee repeats, reiterates and confirms all that is stated in their letters dated December 28, 2017 and July 31, 2018 and denies everything to the contrary and inconsistent therewith. The Noticee repeats, reiterates and denies all the allegations and charges made against them in the said Show Cause Notice dated December 8, 2017; nothing contained therein may be considered as having been accepted or admitted by the Noticee merely on account of non-traverse. At the further outset and without prejudice to the submissions made hereinafter, the Noticee submits that the impugned trades took place in 2012; until the Show Cause Notice dated December 8, 2017 was received by the Noticee, they were not aware of any irregularities in their trades. Even thereafter, there is a delay of nearly 18 months in the proceedings. This delay has greatly prejudiced the Noticees and the present proceedings ought to be terminated as against the Noticees on this ground alone. At the further outset, the Noticee submits that they have not been provided with copies of the Investigation Report or other relevant documents relied upon by SEBI to make the allegations against them in the Show Cause Notice dated December 8, 2017 thereby denying the Noticee of a fair chance to comprehensively reply to the allegations in the said Show Cause Notice. The Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () present proceedings are therefore, in violation of the Principles of Natural Justice and ought to be terminated. The Noticee is a company incorporated under the Companies Act, 1956 and is engaged inter alia in trading in securities. As part of its normal business activities, the Noticee borrowed shares from certain entities and traded in these shares. As agreed with the lender, the shares were returned back to the lender in due course. Noticees submitted details of trading by Noticees in scrip of CETL on NSE, for five days in case of Noticee 2 and for six days in case of Noticee 3. The trades of the Noticee were not significantly large to have contributed to an increase in the price or volume of trading in the scrip. Even as per the details provided by SEBI at page 5 of the Show Cause Notice, the impact of alleged synchronization of trades between the Noticee and Solar Infrastructure (with whom the Noticee is not even alleged to be connected) is a 0.09% on the Last Traded Price (LTP) and 2.05% on the volume. The impact of the alleged synchronized trades between the Noticee and GKK Capital Markets Pvt. Ltd, which is a group company, is even more insignificant at 0.09% on LTP and 0.57% on the volume. The alleged synchronized trades between the Noticee and KBS Trading Pvt. Ltd was for a mere 4,930 shares and admittedly had no impact on the price or volume of the scrip. In view of the above, based on the aforesaid details, it is erroneous to allege that the Noticee's trades created an artificial market for the scrip. The presumption of fraud in the trades of the Noticee is based on alleged connections with counterparties as set out in the table in paragraph 3 at pages 3 & 4 of the Show Cause Notice. The Noticee borrowed 10 Lakh shares of CETL from Prabhat Properties Pvt. Ltd on January 29, 2011 and returned the same in tranches. Documents in this regard including their confirmation letter and Demat Transaction Statements as annexed hereto and marked as Annexure A. It is also pertinent to note that Prabhat Properties Pvt. Ltd was not a counter party to the Noticee's trades and there is no synchronization of trades with them. As set out above, there is no connection or relation shown between Solar Infrastructure and the Noticee; therefore, the alleged synchronization of trades with them per se cannot be considered as fraudulent and is at best a coincidence. If at all, the table in paragraph 3 alleges that Prabhat Properties Pvt. Ltd and Solar Infrastructure shared the same email; however, no documents or records have been provided to the Noticee to substantiate the same and the Noticee has no means of confirming or refuting the veracity of the said claim/allegation. In so far as GKK Capital Markets Pvt. Ltd., the Noticee repeats, reiterates and submits that they are a group company of the Noticee and the synchronized trade of 1,00,000 shares was only a shifting of positions between group companies to accommodate margin requirements. In so far as the synchronized trades for 4,930 shares with KBS Trading Pvt. Ltd. are concerned, as mentioned above, admittedly, there was no impact on the price and volume of the scrip and furthermore, KBS Trading Pvt. Ltd. is a group company of the Noticee and the synchronized trade of 1,00,000 shares as only a shifting of positions between group companies to accommodate margin Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () requirements. In view of the above, the Noticee repeats, reiterates and denies that his trades were fraudulent or in violation of the provisions of Regulation 4 (1) and 4 (2) (a) , (g) of the FUTP Regulations, as falsely alleged or otherwise. (f) Additional submissions made by Noticee 3 dated July 01, 2019: Noticee 3 made additional submission on the same lines as Noticee 2 in para (e) above, so that Noticee 3 denied connection with Noticee 5, and contended that trades with Noticee 2 and GKK Capital Markets Pvt Ltd was only a shifting of positions between group companies.

8. After taking into account the allegations levelled in the SCN, replies submitted and additional submissions made by the Noticees, and other evidences/material available on record, I hereby proceed to decide the case on merit. CONSIDERATION OF ISSUES, EVIDENCES AND FINDINGS

9. I have carefully perused the charges levelled against the Noticees in the SCN and other material available on record. In the instant matter, the following issues arise for consideration and determination: - a. Whether the Noticees have violated the provisions of regulations 4(1), 4(2)(a) and 4(2)(g) of PFUTP Regulations, 2003? If so, then do the violations, if any, on the part of the Noticees attract monetary penalty under section 15HA of the SEBI Act, 1992 for the alleged violations by the Noticees? b. If yes to a, then what would be the monetary penalty that can be imposed upon the Noticees, taking into consideration the factors mentioned in section 15J of the SEBI Act, 1992 r/w rule 5(2) of the AO Rules, 1995? Before proceeding further, I refer to the relevant provisions of the PFUTP Regulations, 2003 and the SEBI Act, 1992 PFUTP Regulations, 2003

4. Prohibition of manipulative, fraudulent and unfair trade practices (1) Without prejudice to the provisions of regulation 3, no person shall indulge in a fraudulent or an unfair trade practice in securities (2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and may include all or any of the following,namely: Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () (a) indulging in an act which creates false or misleading appearance of trading in the securities market; (g) entering into a transaction in securities without intention of performing it or without intention of change of ownership of such security; SEBI Act, 1992 15HA. If any person indulges in fraudulent and unfair trade practices relating to securities, he shall be liable to a penalty twenty-five crore rupees or three times the amount of profits made out of such failure, whichever is higher.

10. Issue a: Whether the Noticees have violated the provisions of regulations 4(1), 4(2)(a) and 4(2)(g) of PFUTP Regulations, 2003? If so, then do the violations, if any, on the part of the Noticees attract monetary penalty under section 15HA of the SEBI Act, 1992 for the alleged violations by the Noticees? Alleged violations: a. I note that the Noticees have been charged with violation of various provisions of the PFUTP Regulations, 2003 which were duly conveyed through common SCN sent by individual letters which have been duly delivered in terms of the AO Rules, 1995. I also note that the said SCN was supported with evidence made available on record by the OD. It is alleged in the said SCN that the Noticees along with five other entities (all taken together are referred as suspected entities hereinafter) were connected to each other on the basis of common e- mail ids / addresses/ directorship etc, and that they carried out synchronized trades i.e. the trades where the buy and sell order quantity and rate were identical, and orders were placed within time gap of one minute, among themselves for 20,50,815 shares comprising 11.76% of the market volume in the NSE in the IP. Along with the said common SCNs, a CD containing trade log and order log was also sent, being the evidence made available on record by the OD. Noticees are thereby alleged by OD that the execution of said synchronized trades did not change the ownership of shares, and created artificial trade volume on the NSE, thereby leading to violation of regulations 4(1), 4(2)(a) and 4(2)(g) of the PFUTP Regulations, 2003. Delay in issuance of SCN: Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () b. Before proceeding further, I address certain preliminary contentions raised by the Noticees. Noticees have interalia contended that the SCN was issued after five and a half years of the IP and that SCN does not provide any explanation to justify the time gap in initiation of proceedings and in the proceedings thereafter, so that prejudice has been caused to them and the instant proceedings be quashed on this ground alone. In this regard, I note from the available record that IP precedes the process of appointment of Investigating Authority and thereafter Competent Authority having sufficient grounds to approve initiation of quasi- judicial proceedings. In this matter, adjudication proceedings were approved and undersigned was appointed as AO in the matter after completion of such investigation, undertaking adequate due diligence during investigation especially under charges of violation of provisions of the PFUTP Regulations is of key importance. Also that, proceedings were kept in abeyance after issuance of SCN due to certain matters interalia including filing of consent application by Noticee 1, 5 and 7, and multiple requests by Noticees 1, 4, 5, 6 and 7 for further inspection of documents, after they had availed opportunity of inspection once. Noticees have placed reliance on observations of the Honble Securities Appellate Tribunal (in short the SAT) in HB Stockholding vs SEBI case dated August 27, 2013. I note that case facts are distinguishable, as in the referred case proceedings show a gap between issuance of SCN in 2005 and conduct of a second hearing in 2011, and that prejudice was caused due to such delay inter alia including application of substantive portions of amended law in the judicial proceedings which were not in force at the time of commission of offence. These facts are distinguishable from those of the instant case. Noticees have also placed reliance on judgement of the Honble SAT in the matter of Ashok Shivlal Rupani & Anr. vs SEBI dated August 22, 2019. In referred case, the disclosure under the SEBI (Prohibition of Insider Trading) Regulations was not made but similar disclosure was made by the appellant under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, so that the non-compliance was technical in nature. These facts are distinguishable from those of the instant case. As regards the said submissions of said Noticee, it is pertinent to refer to observations of the Honble SAT in the matter of Bipin R Vora vs SEBI dated March 22, 2006, As regards the plea of delay and latches and submission that the show cause notice is barred by limitation, I do not find any merit in these Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () contentions as the time and efforts involved in an investigation though may vary from case to case, generally investigations per-se is a time consuming process which invariably involve collection, scrutiny and careful examination of voluminous records/ order-trade details of all the concerned including the exchanges/recording of statements etc. and therefore no time limit can be fixed in this regard to enable a regulator to take appropriate disciplinary action for the safeguard and improvement of the system/market. Thus, I am of the view that time elapsed between IP and issuance of SCN and in the adjudication proceedings thereafter, is not sufficient ground for quashing the instant adjudication proceedings and that those contentions of those Noticees regarding delay are not acceptable to me. Inspection of documents relied upon in issuance of SCN: c. Noticees have further interalia contented that as they have not been provided with the copies of Investigation Report and other relevant documents relied upon by SEBI in issuing the SCN, the instant proceedings be terminated as principles of natural justice have been violated. I note that Noticees 1, 4, 5, 6 and 7 availed the opportunity of inspection as per their requests and the minutes of inspection are on record. It is noted that by making repeated requests of inspection, even though ample opportunities were provided, the said Noticees hint at a possible issue of non-adherence of Principles of Natural Justice, where none exists. In this regard, I place reliance on observations made by the Honble SAT in the case of Shruti Vora vs SEBI dated February 12, 2020, wherein appellant had filed an appeal on grounds of not being allowed to inspect investigation report and other documents, We are of the opinion that we cannot compel the AO to deviate from the prescribed procedure and supply of such documents which is not warranted in law. In our view, on a reading of the Act and the Rules we find that there is no duty cast upon the AO to disclose or provide all the documents in his possession especially when such documents are not being relied upon..In view of the aforesaid, the request of the appellant for supply of the documents in possession of the authority is misconceived and cannot be accepted. Noticees 1, 4, 5, 6 and 7 have interalia contended that as their advocates had changed during the course of adjudication proceedings, their Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () newly appointed advocates should have been provided an opportunity of inspection as well. In this regard, I note that Noticees 1,5 and 7 carried out inspection of documents on February 23, 2018 and Noticee 4 and 6 carried out inspection on August 23, 2019. Also the AR represents interests of the Noticee and seeks inspection on behalf of the Noticee, and sending fresh inspection requests every time AR changes, can be detrimental to the timeline of the whole process. The request for another opportunity of inspection at such an advanced stage in adjudication proceedings would have resulted in unnecessary delay and was not considered acceptable. d. I note that Noticees 2 and 3 did not request for opportunity to avail inspection of documents as per the record but Noticee 2 and 3 have contended that copies of documents relied upon in the issuance of SCN were not provided to them. In this regard, I note that the SCN was supported with evidence made available on record by OD. e. Thereby, I note that the evidence relied upon for issuing the SCN have been inspected by the Noticees as per their request, so that I do not accept the contentions of the Noticees and proceed to decide the case on merits. Alleged connections: f. Further, it is alleged that the suspected entities were connected to each other on the basis of common e-mail ids / addresses/ directorship etc. and that some of the Noticees have interalia submitted that the connections as alleged do not exist. It is alleged that the suspected entities, which were connected to each other, carried out synchronized trades among themselves, thereby creating artificial volume in the scrip of CETL in the IP. g. Noticee 2 has contended that it is not connected to Solar Infrastructure Pvt Ltd. I note that basis of alleged connection of Noticee 2 with Solar Infrastructure Pvt Ltd is that Noticee 2 undertook transaction of one lakh shares with one Prabhat Properties Pvt Ltd, which shared a common email ID with Solar Infrastructure Pvt Ltd. I note that the alleged connection between Solar Infrastructure Pvt Ltd and Prabhat Properties Pvt Ltd cannot be ascertained from the records. Further, Noticee 3 has contended that it is not connected to Noticee 5. I note that basis of alleged connection of Noticee 3 with Noticee 5 is that Noticee 3 and Noticee Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd ()

2 share common address, Noticee 2 transferred one lakh shares to Prabhat Properties Pvt Ltd, which further shared common email ID with Noticee 5. I note that alleged connection between Noticee 5 and Prabhat Properties Pvt Ltd cannot be ascertained from the records. The allegation is that suspected entities have traded 20,50,815 shares comprising 11.76% of the market volume in the NSE in the IP. Therefore, the trades between Noticee 2 and Solar Infrastructure, and that between Noticee 3 and Noticee 5 cannot be considered in the instant case, also the trades with entities not charged, cannot be considered. The connection of Noticee 2 and 3 with each other, and with GKK Capital Pvt Ltd , though denied by Noticees to be a connection, it is an admitted position on the basis of being group companies. h. Further, Noticee 1, 4, 5, 6 and 7 have interalia submitted that they were not connected to each other and to rest of the suspected entities as alleged in the SCN. Noticee 4 has submitted that certain entities referred to in the connection table in the SCN were not connected to Noticee 4, and that the table showing the alleged synchronized trades among suspected entities cannot be relied upon.

i. Noticees have also placed reliance on judgement of the Honble SAT in matter of Jagruti Securities vs SEBI dated October 27, 2008 and S. P. J. Stockbroker Pvt. Ltd vs SEBI dated September 04, 2013 and contented that such trades are not illegal as alleged, unless there is some cogent connection between the counterparties. In this regard, I note from various contentions of Noticees as well as material available on record that connections are established among Solar Infrastructure Pvt. Ltd., Oscar Infra Pvt. Ltd., Sharad Shah, Religare Finvest Ltd. and Noticees 1, 4, 5, 6 and 7. Further, connections among Noticees 2, 3 and GKK Capital Markets Pvt Ltd are established. However, connections among GKK Capital Markets Pvt Ltd, Noticees 2 and 3, and rest of the suspected entities is not established. Thus following is established: Noticees 1,4,5,6,7 are connected and this needs to be taken into account for consideration while adjudging violations against the Noticee which have been alleged as a group and not individually. j. I place reliance on observations of the Honble SAT in the matter of Rajesh Jivan Patel vs SEBI dated August 26, 2020 in this regard, In light of the decision in the case of M/s Nishith M Shah HUF (supra), we are of the opinion that in the Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () absence of any connection between the appellant and other sellers and in the absence of any connection being found between the appellant with that of the buyer, the charge of collusion, manipulation or fraudulent transaction cannot be proved. I note that in instant case, the alleged connections among Noticees 1,4,5,6,7 which is sine qua non for establishing charges of PFUTP Regulations, 2003, are established. Nature of trading: k. Noticee 2 and 3 have interalia submitted that the trades executed were based on commercial terms among group companies. Noticee 4 has interalia submitted that charges under the PFUTP Regulations, 2003 cannot sustain on grounds of surmises and conjectures alone. In this regard, I note that it is imperative to look into relevant circumstances to adjudge the guilt of the Noticees in the instant case. I place reliance on observation of the Honble SAT in the matter of Sparkline Mercantile Co Pvt. Ltd. Vs SEBI dated January 16, 2012, It is an admitted position that it is difficult to get direct evidence with regard to synchronization of trades for the purpose of upsetting the market equilibrium or to manipulate the market. It is only on the basis of circumstantial evidence that such a connection can be proved.

l. Noticees have interalia submitted that the transactions among them were result of automated screen based trading, so that they did not have knowledge of counter parties in the transaction, and there was no prior meeting of minds or any knowledge about alleged wrongdoing. In this regard, I note the timings of transactions between Noticee 1, 5 and 7 on February 02, 2012 as an example: Buyer Notic ee no Selle Notic ee no Buy Order Time Sell Order Time Order Limit Price Order Limit Price

5 7 14:09:24.00 14:09:18.00 259.2 259.2

5 7 14:09:57.00 14:09:49.00 259.2 259.2

5 7 14:10:19.00 14:10:13.00 259.2 259.2 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd ()

1 7 14:11:49.00 14:11:42.00 259.1 259.1

1 7 14:12:46.00 14:12:38.00 259.1 259.1 I note from the first instance that Noticee 7 placed a sell order at 14:09:18.00 and Noticee 5 placed at buy order at 14:09:24.00, and that Noticees placed buy/sell limit orders at certain times. Also that, the buy and sell order limit price and the buy and sell order volumes for the two Noticees matched exactly, so that the transaction took place. I note that transaction along similar lines took place for the alleged synchronized trades among the suspected entities, so that time of placing the buy order and sell order was less than 1 minutes for all instances, buy/sell order quantities matched in all instances and buy/sell order limit price matched in all but 19 instances. The pattern of trading cannot vote out meeting of minds prior to the transaction, and that contention of Noticees in this regard is not acceptable. m. Further, I note following data from the records: Buyer Seller of LTP differe (INR) of LTP differe Synchr onized Quantit % of Synchro nized Volume Market Volume trade No. of Sell Order Noticee 4 Noticee 5 0.05 0.02 389995 2.24 6 6 6 Solar Infrastruc ture Noticee 2 -0.25 -0.09 356754 2.05 1 1 1 Noticee 6 Noticee 0.7 0.25 299000 1.72 3 3 3 Sharad Shah Noticee 5 0 0 149611 0.85 3 1 1 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Buyer Seller of LTP differe (INR) of LTP differe Synchr onized Quantit % of Synchro nized Volume Market Volume trade No. of Sell Order Noticee 2 Capital Markets Pvt. Ltd. 0.25 0.09 100000 0.57 1 1 1 Noticee 3 Capital Markets Pvt. Ltd.

0 0 99525 0.57 5 1 1 Noticee 1 Noticee 7 0.05 0.02 39898 0.23 2 2 2 Noticee 7 Noticee 1 0.65 0.25 79999 0.46 2 2 2 Noticee 1 Oscar Infra Pvt. Ltd. 0.7 0.24 15475 0.09 2 2 2 Noticee 5 Noticee 1 0.3 0.11 74921 0.43 5 3 3 Noticee 7 Noticee 5 0.9 0.34 286146 1.64 28 10 9 Noticee 5 Noticee 7 1.05 0.36 103286 0.59 18 12 12 Noticee 5 Noticee 3 0.1 0.04 49275 0.28 1 1 1 Noticee 2 Noticee 3 0 0 4930 0.03 1 1 1 Noticee 5 Religare Finvest Ltd. -0.05 -0.02 2000 0.01 2 2 1 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () From the allegations of the OD which were conveyed through SCN to the Noticees it is noted that not all suspected entities have been charged, going by that logic, Noticees have contributed as follows: Buyer Seller Synchronized Quantity % of Synchronized Volume to Market Volume Noticee 4 Noticee 5 389995 2.24 Noticee 6 Noticee 5 299000 1.72 Noticee 1 Noticee 7 39898 0.23 Noticee 7 Noticee 1 79999 0.46 Noticee 5 Noticee 1 74921 0.43 Noticee 7 Noticee 5 286146 1.64 Noticee 5 Noticee 7 103286 0.59 Also, following is noticed from the trade data of sync trades during IP provided by NSE Noticees Sync Quantity BERMACO ENERGY SYSTEMS LTD Noticee 1 39898 REMARK PROPERTIES PRIVATE LIMITED Noticee 4 389995 SMARNIYA PROPERTIES PVT LTD Noticee 5 178207 TRANSLANDS INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED Noticee 6 299000 VINAVIRENAHUJA Noticee 7 366145 Further, I note the following from the perusal of data on record and from trade of CETL in the IP as disclosed on NSE website: Batch Date Synchronized trade volume as proportion of daily trade volume on NSE in the scrip of CETL Buyer Seller Trade Quantity 02.02.2012 39.52 Noticee 5 Noticee 7 20000 Noticee 5 Noticee 7 20000 Noticee 5 Noticee 7 19508 Noticee 1 Noticee 7 19899 Noticee 1 Noticee 7 19999 03.02.2012 14.06 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 1000 Noticee 7 Noticee 5 686 Noticee 7 Noticee 5 9999 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 2000 Noticee 7 Noticee 5 1534 Noticee 7 Noticee 1 30000 13.02.2012 0.61 Noticee 5 Noticee 7 95 Noticee 5 Religare 1000 Noticee 5 Religare 1000 14.02.2012 4.11 Noticee 7 Noticee 5 9995 15.02.2012 87.02 Noticee 5 Noticee 7 1996 Sharad Shah Noticee 5 15000 Sharad Shah Noticee 5 15000 Sharad Shah Noticee 5 119611 16.02.2012 89.24 Noticee 7 Noticee 5 62000 Noticee 2 GKK Capital Market Pvt Ltd 100000 Noticee 3 GKK Capital Market Pvt Ltd 10000 Noticee 3 GKK Capital Market Pvt Ltd 10000 Noticee 3 GKK Capital Market Pvt Ltd 10000 Noticee 3 GKK Capital Market Pvt Ltd 10000 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Noticee 3 GKK Capital Market Pvt Ltd 59525 21.02.2012 85.45 Noticee 7 Noticee 5 49999 Noticee 7 Noticee 5 1 Noticee 7 Noticee 1 49999 22.02.2012 41.55 Noticee 7 Noticee 5 50000 Solar Infrastructure Noticee 2 356754 23.02.2012 8.42 Noticee 7 Noticee 5 49932 Noticee 7 Noticee 5 25000 Noticee 5 Noticee 3 49275 16.03.2012 6.17 Noticee 2 Noticee 3 4930 28.03.2012 70.36 Noticee 4 Noticee 5 50000 Noticee 4 Noticee 5 49995 Noticee 4 Noticee 5 90000 Noticee 4 Noticee 5 50000 Noticee 4 Noticee 5 50000 Noticee 5 Noticee 1 24973 Noticee 5 Noticee 1 2500 Noticee 5 Noticee 1 22474 Noticee 5 Noticee 1 2500 Noticee 5 Noticee 1 22474 29.03.2012 10.84 Noticee 6 Noticee 5 100000 Noticee 6 Noticee 5 99000 30.03.2012 28.51 Noticee 4 Noticee 5 100000 Noticee 6 Noticee 5 100000 10.04.2012 10.29 Noticee 5 Noticee 7 4000 11.04.2012 8.22 Noticee 5 Noticee 7 2000 27.04.2012 3.01 Noticee 7 Oscar Infra Pvt 475 11.05.2012 8.59 Noticee 5 Noticee 7 4959 14.05.2012 29.23 Noticee 7 Oscar Infra Pvt 15000 24.05.2012 16.14 Noticee 5 Noticee 7 7293 28.05.2012 18.85 Noticee 5 Noticee 7 7492 29.05.2012 15.26 Noticee 5 Noticee 7 3166 31.05.2012 4.11 Noticee 5 Noticee 7 2000 Noticee 5 Noticee 7 2000 Noticee 5 Noticee 7 2000 Noticee 5 Noticee 7 2000 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () Noticee 5 Noticee 7 2000 Noticee 5 Noticee 7 2000 Noticee 5 Noticee 7 777 I note from the trade and order log that synchronized trade volume was highest at 89.24% of daily trade volume on February 16, 2012, and that it was greater than 10% on 14 out of 22 days on which synchronized trading was carried out. Thereby, the trades among the suspected entities created substantial artificial volume on multiple dates in the IP, of all the said entities, trades by Noticees are under allegation in the said SCN. As regard, synchronized trades in general, I refer to the observations of the Honble SAT in the matter of Ketan Parekh vs SEBI dated July 14, 2006, A synchronized transaction will, however, be illegal or violative of the Regulations if it is executed with a view to manipulate the market or if it results in circular trading or is dubious in nature and is executed with a view to avoid regulatory detection or does not involve change of beneficial ownership or is executed to create false volumes resulting in upsetting the market equilibrium. n. In this regard, Noticees have placed reliance on observations of the Honble SAT in the matter of Subhkam Securities Private Ltd vs SEBI dated July 25, 2012. I note that in referred case, the trades were executed at prevailing market price, while in instant case, trades were executed at buy/sell order limit price. Furthermore, in referred citation, said appellant was acting in fiduciary capacity. o. Noticee 2 and 3 have interalia submitted that they had undertaken one or two transactions with group companies on commercial terms to meet their margin requirement and their trade volume was negligible, so that allegation of synchronized trading is denied. I note from the records that Noticee 3 undertook synchronized trades with connected entities on two days, six in number, while Noticee 2 undertook synchronized trades with connected entities on two days, two in number, and that trades of suspected entities collectively, and not individually, to generate artificial volume as a group are under consideration. However, it is noted that their individual contribution is negligible as compared to the larger universe of the suspected entities, though all suspected are not charged. Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () p. Further, Noticees have interalia submitted that the trades among the group of entities did not have an impact on price of underlying scrip and that no loss has been caused to the investors at large. I note that only the charges of false appearance of trading and entering into a transaction without intention of change of ownership are under consideration and while the OD and the SCN refers to LTP contribution, there is no allegation of price manipulation in the scrip of CETL in the instant matter, so that contention of Noticees regarding price in this regard is not acceptable. q. Noticees have further contended that they maintained their shareholding in CETL prior to, during and post IP, which implies that they did not transact for short term gain or manipulation. I note in this regard that this submission of said Noticees is not mitigating in nature for the allegations levelled against Noticees are regarding artificial volume generation through synchronized trades during in the IP, having no intent of change of ownership. If Noticees intent was not short term(either to buy/hold/sell), they would not enter into opposite transactions during IP. r. Noticee 4 interalia submitted that the LTP difference contributed by synchronized trade of Noticee 4 with Noticee 5 is only Rs 0.05/-, so that role of Noticee 4 in this regard is negligible and thus, does not warrant any investigation. Noticee 4 has further contended that it is not connected with either Noticee 3 or Religare Finvest Limited. I note that there is no allegation of synchronized trading of the said entities with Noticee 4. I note that only the charges of false appearance of trading and entering into a transaction without intention of change of ownership are under consideration and while the OD and the SCN refers to LTP contribution, there is no allegation of price manipulation in the scrip of CETL in the instant matter, so that contention of said Noticees regarding price in this regard is not acceptable. s. Noticees 1,4,5,6 and 7 have interalia cited observations of the Honble Supreme Court in the matter of Commissioner of Central Excise, Bangalore vs Brindavan Pvt Ltd & Ors dated June 15, 2007, and contented that specific role of Noticees in the alleged synchronized trading has not been brought out. I note from the record that trades of each Noticee and their connections among each other have Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () been indicated, and also that allegations pertains to collective role played by Noticees for creation of artificial volume. t. I thereby note that the suspected entities entered into synchronized trades in the scrip of CETL in the IP, and that suspected entities were connected to each other as mentioned in para g. The synchronized trades created misleading appearance in trading of scrips and did not result in change of ownership of shares. In this regard, I place reliance on observations by Honble Supreme Court of India in the matter of SEBI v Kishore Ajmera dated February 23, 2016, It is a fundamental principle of law that proof of an allegation levelled against a person may be in the form of direct substantive evidence or, as in many cases, such proof may have to be inferred by a logical process of reasoning from the totality of the attending facts and circumstances surrounding the allegations/charges made and levelled. While direct evidence is a more certain basis to come to a conclusion, yet, in the absence thereof the Courts cannot be helpless. It is the judicial duty to take note of the immediate and proximate facts and circumstances surrounding the events on which the charges/allegations are founded and to reach what would appear to the Court to be a reasonable conclusion therefrom. The test would always be that what inferential process that a reasonable/prudent man would adopt to arrive at a conclusion. u. Further, I note observations made by the Honble SAT in Nirmal Bang Securities Pvt Ltd vs The Chairman, SEBI dated October 31, 2003, I find the scrip, quantity and price for these orders had been synchronized by the counter party brokers. Such transactions undoubtedly create an artificial market to mislead the genuine investors. Synchronized trading is violative of all prudential and transparent norms of trading in securities. Synchronized trading on a large scale, can create false volumes. The argument that the parties had no means of knowing whether any entity controlled by the client is simultaneously entering any contra order elsewhere for the reason that in the online trading system, confidentiality of counter parties is ensured, is untenable. It was submitted by the Appellants that it was not possible for the broker to know who the counter party broker is and that trades were not synchronized but it was only a coincidence in some cases. Theoretically this is OK. But when parties decide to synchronize the transaction the story is different. There are many transactions giving an impression that Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () these were all synchronized, otherwise there was no possibility of such perfect matching of quantity price etcIn a synchronized trading intention is implicit."

v. In view of analysis in para d to para s, it is noted that all of the Noticees have executed synchronized trades, as alleged by the OD and conveyed in the SCN. However, as the connections among Noticee 1, 4, 5, 6 and 7 to that extent allegations levelled by OD in the said SCN are established against Noticee 1, 4, 5, 6 and 7, however, the quantum of sychronised trades needs to be relooked at owing to the fact that the allegation is collective allegation as a group. It is noted from the record that total volume during IP for the said scrip was 1,74,37,349 shares on NSE.. The quantum traded by the said Noticees as a percentage of total IP volume is given below: Buyer Noticees Sync Quantity % of total IP Volume BERMACO ENERGY SYSTEMS LTD Noticee

1 39898 0.228807716 REMARK PROPERTIES PRIVATE LIMITED Noticee 4 389995 2.236549833 SMARNIYA PROPERTIES PVT LTD Noticee

5 178207 1.021984477 TRANSLANDS INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED Noticee 6 299000 1.714710189 VINAVIRENAHUJA Noticee 7 366145 2.099774455 Grand Total of the connected Noticees synchronised trades on NSE 1273245 7.301826671 Seller Row Labels Sum of Trade Quantity % of total IP Volume BERMACO ENERGY SYSTEMS LTD 154920 0.888437801 SMARNIYA PROPERTIES PVT LTD 975141 5.592254878 VINAVIRENAHUJA 143184 0.821133992 Grand Total 1273245 7.301826671 TOTAL Noticees Sync Quantity % of total IP Volume BERMACO ENERGY SYSTEMS LTD Noticee

1 194818 1.117245517 REMARK PROPERTIES PRIVATE LIMITED Noticee 4 389995 2.236549833 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () SMARNIYA PROPERTIES PVT LTD Noticee

5 1153348 6.614239355 TRANSLANDS INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED Noticee 6 299000 1.714710189 VINAVIRENAHUJA Noticee 7 509329 2.920908448 Grand Total of the connected Noticees synchronised trades on NSE 2546490 14.60365334 Penalty applicable for Noticees: w. As regards, the rationale of initiating adjudication proceedings, I rely upon the Investigation Report on record, extracts of which have been put in SCN to the extent required for the purpose of charges against Noticees. o Entity Name Sync Qty as Buyer No of Days Qty as Seller No of Sell Days Total Sync Traded Total Buy and Sell days Smarniya Properties 22948

12 11247

10 13542 Vina Viren Ahuja 38162

8 14318

10 52480 Bermaco Energy 39898 1 15492

3 19481 Jaroli Vincom 10493

2 35675

1 46168 KBS Trading 99525 1 54205 2 15373 Remark Properties Pvt 38999

2 0 0 38999 Translands Infrastructure 29900

2 0 0 29900 Solar Infrastructure 35675

1 0 0 35675 Gkk Capital 0 0 19952

1 19952 Sharad Shah 14961

1 0 0 14961 Oscar Infra 0 0 15475 2 15475 2 Religare Finvest 0 0 2000 1 2000 1 Total 20508

30 20508 As some of the entities had synchronized trades for insignificant quantity/non repetitive, therefore the entities who have executed trades on

2 or more buy/sell days for volume in excess of 0.5% of market volume i.e Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () 87,187 shares is being shortlisted and accordingly adjudication proceedings is being proposed against the highlighted entities (i.e Smarniya, Vina Viren Ahuja, Bermaco Energy, Jaroli Vincom, KBS Trading, Remark Properties, Translands Infrastructure) for the repetitive behaviour by these entities had created a false and misleading appearance of trading in the securities market. As regards other entities (in italics i.e Solar Infrastructure, GKK Capital Markets, Sharad Shah) administrative warning is being proposed for executing such trades on 1 buy/sell day except in respect of Oscar Infra and Religare Finvest who had executed trades for insignificant quantity.

x. I note from the above extract of the IR that, the criteria used by OD has resulted in adjudication proceedings being initiated against some entities who traded less than certain other entities who have contributed more artificial volume however, against which proceedings were not initiated. It is noted that for the charge of creation of artificial volume, number of shares traded in synchronized trades is an important consideration, which being a cut-off of 0.5% of the total IP volume ie. 87187 shares in the instant case, as decided by OD. Whereas, the criteria of number of days traded has distorted the scale towards entities who have traded more than 0.5% of shares of CETL traded in the IP but have traded on less than two days, and therefore even though alleged culpability of artificial volume is higher than 0.5%, adjudication proceedings have not been initiated against them. It is observed from the above table that, Solar Infrastructure Pvt Ltd, has contributed more than Noticee 1, 3 and 6, whereas GKK Capital and Sharad Shah have contributed more than whereas for Noticees 1, and 3. These three Noticees who were less culpable on the charge of contribution of artificial volume creation, had to bear legal costs, ignominy of having to undergo quasi-judicial proceedings, social and financial costs of the proceedings whereas other three entities who contributed higher did not face adjudication proceedings and therefore did not incur said costs. Further, connection between entities 2and 3 and the rest of the Noticees has not be established, so the contribution of 2 and

3 cannot be taken for the purpose of penalty. Thus, in the final analysis Noticees 4, 5 and 7 who were suspected entities, as also were found to be connected entities and have contributed artificial volume as alleged in the SCN. In the instant matter, I refer to the observations made by Honble SECURITIES Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd () APPELLATE TRIBUNAL in the SAT Order dated March 04, 2020 in Appeal No.

93 of 2020 and other appeals, that, We are unable to appreciate the rationale provided in the impugned order. Test of reasonable classification has to be based on legally sound footings; not based on some arbitrary numbers particularly while imposing a penalty on a segment of the group who are party to the violations. In the instant case, we find that this logic of intelligible differentia is lacking. In light of these observations, I have perused all record made available to the undersigned AO, so as to look for the logic based upon which various entities which were party to violations have been meted out differential treatment as in (i) some entities were let off without administrative warning or any quasi judicial proceedings (ii) some were let off with administrative warning and

(iii) some were subjected to quasi judicial proceedings, even though, they contributed less than the entities who were let off with administrative warning, this makes it difficult to proceed further in the instant matter. y. In light of the above, analysis, material on record and lack of any material on record which may support the differential treatment for various entities including, Noticees 4,5 and 7, I find it will be against the principles of natural justice to the impose any monetary penalty against the said Noticees. I hereby dispose off the matter without imposing monetary penalty on Noticees no 1 to 7, the adjudication proceedings which were initiated vide a Show Cause Notice dated December 08, 2017 against aforementioned Noticees for the alleged violations of regulations 4(1), 4(2)(a) and (g) of the PFUTP Regulations, 2003 by the Noticees. In light of this issue b does not need consideration. ORDER

11. In exercise of the powers conferred under section 15-I of the SEBI Act, 1992 and rule 5 of the AO Rules, 1995, I hereby impose following penalties under section 15HA of the SEBI Act, 1992 Adjudication order in respect of seven entities in the matter of Core Education and Technologies Ltd ()

12. Copies of this Adjudication Order are being sent to the Noticees to their last known addresses/digitally signed emails and also to SEBI in terms of rule 6 of the AO Rules, 1995. Date: March 28, 2021 SANGEETA RATHOD Place: Mumbai ADJUDICATING OFFICER

Adjudicaton Order in respect of various entities i...