BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER NO. ASK/RGA/AO/120-127/2014-15]
__________________________________________________
UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF
INDIA ACT, 1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR
HOLDING INQUIRY AND IMPOSING PENALTIES BY ADJUDICATING
OFFICER) RULES, 1995
In respect of
1.M/s Saraf Holdings Pvt. Ltd. 2. M/s Surface Holdings Limited
Pan No. AAECS1108G
Pan No. AADCS8492C
3. Tower Properties Pvt Ltd
Pan No. AABCT9279Q

4. Aradhita Saraf
Pan No. BHUPS8703E

5. Shyam Sunder Saraf

Pan No. ALSPS5172J

6. Rama Devi Saraf

Pan No. ALMPS8674D

7. Sujata Saraf
Pan No. ALMPS8672F

8. Dev Saraf
Pan No. BHUPS8785E

In the matter of
M/s Comfort Fincap Ltd.

FACTS OF THE CASE IN BRIEF

1. An open offer was made by Luharuka Commotrade Pvt Ltd
(hereinafter referred to as 'Acquirer') to the shareholders of Comfort
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Fincap Ltd. (hereinafter referred to as 'CFL/company'), Target

Company listed at Calcutta Stock Exchange (CSE), Uttar Pradesh
Stock Exchange (UPSE) & Delhi Stock Exchange (DSE), through a
public announcement dated February 27, 2013 for acquisition of
21,70,260 fully paid up equity shares of ` 10 each representing 20%
of the present equity and voting share capital of the Target Company
at the prices mentioned therein.
2. Securities and Exchange Board of India (hereinafter referred to as
'SEBI') examined the letter of offer pertaining to the aforesaid open
offer and alleged that M/s Saraf Holding Pvt Ltd., M/s Surface
Holdings Ltd., M/s Tower Properties Pvt Ltd., Ms. Aradhita Saraf, Mr.
Shyam Sundar Saraf, Rama Devi Saraf, Sujata Saraf, Dev Saraf
(hereinafter

collectively

referred

to

as

'Noticees'),

erstwhile

promoters of CFL had violated regulation 11(2) read with regulation

14(1) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 (hereinafter referred to as 'SAST Regulations,
1997') for the financial years 1997-98, 2004-05, 2005-06 and
regulation 11(1) read with regulation 14(1) of SAST Regulations,
1997 for the financial year 1998-99.
APPOINTMENT OF ADJUDICATING OFFICER
3. Shri Piyoosh Gupta was appointed as Adjudicating Officer vide order
dated August 13, 2013 under section 15 I of the Securities and
Exchange Board of India Act, 1992 (hereinafter referred to as 'SEBI
Act, 1992') read with rule 3 of SEBI (Procedure for Holding Inquiry
and Imposing Penalty by Adjudicating Officer) Rules, 1995
(hereinafter referred to as the Rules) to inquire into and adjudge
under section 15 H (ii) of the SEBI Act, 1992 for the alleged violation
of regulation 11(1), 11(2) read with regulation 14(1) of SAST
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Regulations, 1997. Consequent to the transfer of Shri Piyoosh Gupta,

I have been appointed as Adjudicating Officer vide order dated
November 08, 2013.
SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING
4. Show Cause Notice(s) dated December 18, 2013 (hereinafter
referred to as 'SCN's') was issued to the Noticees under rule 4(1) of
the Rules to show cause as to why an inquiry should not be initiated
and penalty be not imposed under section 15 H(ii) of the SEBI Act,
1992 for the alleged violation specified in the SCN.
5. It was alleged in the SCN's that the Noticees had violated regulation
11(2) read with regulation 14(1) of the SAST Regulations, 1997 for
the financial years 1997-98, 2004-05, 2005-06 and regulation 11(1)
read with regulation 14(1) of SAST Regulations, 1997 for the financial
year 1998-99.
6. The Noticees vide letter(s) dated January 06, 2014, had sought time
for filing reply to the SCN's. However, the Noticees did not reply to
the SCN. In the interest of natural justice and in order to conduct an
inquiry in terms of rule 4(3) of the Rules, the Noticees were granted
an opportunity of personal hearing on January 24, 2014 vide notice
dated January 09, 2014. Vide letter(s) dated January 21, 2014,
Noticees had sought adjournment. Another opportunity of personal
hearing was given to the Noticees on February 20, 2014 vide notice
dated February 05, 2014, however, the Noticees neither appeared for
the hearing nor sought adjournment. Further, one more opportunity
was given to the Noticees on March 07, 2014 vide notice dated
February 20, 2014. Vide letter(s) dated March 07, 2014, the Noticees
intimated their intention of filing consent application but did not file
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any reply to the SCN's. It was also informed by the concerned

department of the SEBI that the Noticees had filed consent
applications

for

settling

the

proceedings

initiated

by

the

aforementioned SCN's. Subsequently, it was informed that the

consent applications filed by the Noticees were rejected and the
Noticees were also informed of the same vide letter dated November
14, 2014. Vide letter dated November 17, 2014, Noticees had sought
time till December 05, 2014 for filing reply to the SCN's. Vide letter
dated December 04, 2014, Noticees filed their reply to the SCN's.
Further, vide letter dated December 18, 2014, Mr. Girish Saraf,
director M/s Saraf Holdings Ltd. (Noticee No.1)informed that Mr.
Shyam Sunder Saraf (Noticee No. 5) had expired on December 06,
2014. In support of this, he had submitted a notarized death
certificate of Kolkata Municipal Corporation.
7. An opportunity of personal hearing was granted to the Noticees on
January 06, 2015 vide notice dated December 15, 2014 which was
re-scheduled to January 08, 2015. Mr. Manish Bansal and Mr. Girish
Saraf , appeared as Authorized Representatives (AR's) on behalf of
the Noticees and reiterated the submissions made vide letter dated
December 04, 2014.
CONSIDERATION OF ISSUES AND FINDINGS
8. I have carefully perused the oral and written submissions of the
Noticees and the documents available on record. The issues that
arise for consideration in the present case are :
a. Whether the Noticees had violated the provisions of regulation
11(1), 11(2) read with 14(1) of SAST Regulations, 1997?

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b. Does the violation, if any, attract monetary penalty under section

15 H(ii) of SEBI Act, 1992?
c. If so, what would be the monetary penalty that can be imposed
taking into consideration the factors mentioned in section 15J of
SEBI Act, 1992?
9. Before moving forward, it is pertinent to refer to the relevant
provisions of SAST Regulations, 1997 which existed at the time of
inter-se transfers. The said regulations reads as under:SAST Regulations, 1997
Regulation 11(1) (as it existed during 1998-99)
Consolidation of Holdings
(1) No acquirer who, together with persons acting in concert with him, has
acquired, in accordance with the provisions of law, fifteen per cent (15%) or more
but less than seventy five per cent (75%) of the shares or voting rights in a
company, shall acquire, either by himself or through or with persons acting in
concert with him, additional shares or voting rights entitling him to exercise more
than 5% of the voting rights, with post acquisition shareholding or voting rights
not exceeding fifty five per cent., in any financial year ending on 31st March unless
such acquirer makes a public announcement to acquire shares in accordance with
the regulations.
Regulation 11(2)(as it existed during 1997-98, 2004-05, 2005-06)
(2) No acquirer, who together with persons acting in concert with him holds,
fifty-five per cent (55%) or more but less than seventy-five per cent (75%) of
the shares or voting rights in a target company, shall acquire either by himself
or through or with persons acting in concert with him any additional shares
entitling him to exercise voting rights or voting rights therein, only if he makes
a public announcement to acquire shares in accordance with these
Regulations.

Regulation 14
Timing of the public announcement of offer
14. (1) The public announcement referred to in regulation 10 or regulation 11
shall be made by the merchant banker not later than four working days of
entering into an agreement for acquisition of shares or voting rights or
deciding to acquire shares or voting rights exceeding the respective
percentage specified therein:

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Finding
The issues for examination in this case and the findings thereon are as
follows:
(a) Whether the Noticees had violated the provisions of regulation
11(1) and 11(2) read with 14(1) of SAST Regulations, 1997?
10. While examining the Letter of offer, the following was observed:
a)

The Noticees were erstwhile promoters of CFL and

there

were

inter-se

transfer

of

shares

amongst

themselves during the financial years 1997-98, 1998-99,

2004-05, 2005-06.
b)

The shareholding of the Noticees on April 01, 1997 was

71.18%. During the financial year 1997-98, there was
inter-se transfer amongst the erstwhile promoters of
80,000 shares constituting 10.87% of the equity and
voting share capital of CFL. Noticees were required to
make a public announcement within four (4) working
days of acquisition under regulation 11(2) read with 14(1)
of

SAST

Regulations,

1997.

However,

no

public

announcement was made by the Noticees.

c)

The shareholding of the Noticees on April 01, 1998 was

73.22%. During the financial year 1998-99, there was
inter-se transfer amongst the Noticees of 2,55,000
shares constituting 34.63% of the equity and voting share
capital of CFL. Noticees were required to make a public
announcement within four (4) working days of acquisition
under regulation 11(1) read with 14(1) of SAST
Regulations, 1997. However, no public announcement
was made by the Noticees.

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d)

The shareholding of the Noticees on April 01, 2004 was

73.48%. During the financial year 2004-05, there was
inter-se transfer amongst the Noticees of 3,12,900
shares constituting 42.50% of the equity and voting share
capital of CFL. Noticees were required to make a public
announcement within four (4) working days of acquisition
under regulation 11(2) read with 14(1) of SAST
Regulations, 1997. However, no public announcement
was made by the Noticees.

e)

The shareholding of the Noticees on April 01, 2004 was

73.48%. During the financial year 2004-05, there was
inter-se transfer amongst the Noticees of 3,12,900
shares constituting 42.50% of the equity and voting share
capital of CFL. Noticees were required to make a public
announcement within four (4) working days of acquisition
under regulation 11(2) read with 14(1) of SAST
Regulations, 1997. However, no public announcement
was made by the Noticees.

f)

The shareholding of the Noticees on April 01, 2005 was

73.75%. During the financial year 2005-06, there was
inter-se transfer amongst the Noticees of 70,700 shares
constituting 9.60% of the equity and voting share capital
of CFL. Noticees were required to make a public
announcement within four (4) working days of acquisition
under regulation 11(2) read with 14(1) of SAST
Regulations, 1997. However, no public announcement
was made by the Noticees.

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It was thus, alleged that the Noticees had failed to make a public
announcement under regulation 11(2) read with regulation 14(1) of SAST
Regulations, 1997 for the financial years 1997-98, 2004-05, 2005-06.
Also, the Noticees had failed

to make a public announcement under

regulation 11(1) read with regulation 14(1) of SAST Regulations, 1997 for
the financial year 1998-99.
11. Upon perusal of submissions of the Noticees and documents available
on record, I find that Noticee No. 5 expired on December 06, 2014.
Copy of notarized death certificate issued by Kolkata Municipal
Corporation was taken on record. In this context, I would like to quote
the observations of Hon'ble Supreme Court, in Girijanandini Vs
Bijendra Narain (AIR 1967 SC 2110), wherein the court observed that
in case of personal actions, i.e. the actions where the relief sought is
personal to the deceased, the right to sue will not survive to or against
the representatives and in such cases the maxim actio personalis
moritur cum persona (personal action dies with the death of the
person) would apply. I am of the view that the proceedings against
Noticee No. 5 are liable to be abated without going into the merits of
the case. Therefore, the proceedings against Noticee No. 5 stands
abated.
12. Now I proceed to deal with the case as against the other Noticees. The
main submissions of the Noticees are as under:

After the alleged inter-se transfer of shares among erstwhile

promoters there was a share purchase agreement dated
September 23, 2010 for acquisition of shares of the target
company between Luharuka Sales and Services Pvt Ltd and
the Noticees. Pursuant to the share purchase agreement,
Luharuka Sales and Services Pvt Ltd made an open offer
dated January 17, 2011 to comply with the SAST Regulations,
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1997. Thereafter, company made a preferential allotment of

shares to the

present promoter group including Luharuka

Commotrade Pvt Ltd. which resulted in a further open offer on

February 27, 2013.

The alleged inter-se transfer of shares among erstwhile

promoters were to handle some internal issues of the family.
As per their understanding inter-se transfer of shares among
promoters does not attract SAST Regulations, 1997 as there
was no change in the control of the company. Regulation 3 of
the SAST Regulations, 1997 expressly provides for exemption
of inter-se transfer of shares among promoters from the
operations of regulations 10 and 11.

Later it was realized that there was a technical violation of

non-compliance with regulation 3(4) of SAST Regulations,
1997 and the same has been regularized by the Noticees and
the acquirer under first open offer on January 17, 2011
through adequate disclosures of inter-se transfer of shares
amongst erstwhile promoters in consultation with SEBI.

As per mutual understanding between Luharuka Sales and

Services Pvt Ltd and Noticees, Luharuka

assumed all

regulatory and compliance responsibilities of the Noticees

including of the past and the corresponding costs.

A memorandum of understanding was entered into between

the Luharuka Sales and Services Pvt Ltd and the Noticees
dated September 11, 2010 wherein Luharuka Sales and
Services Pvt Ltd had taken into account in the first open offer
various dates of acquisition of shares by the Noticees and
factored it into the pricing of the offer in consultation with
SEBI. The first open offer price was calculated based on open
offer trigger dates with reference to acquisition of shares by
the Noticees and in addition of interest thereon @10% p.a.
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The Merchant Banker/ Issue Manager in consultation with

SEBI revised the offer price of shares for the open offer from
the originally proposed price of ` 18 to ` 46 with a view to
perform

the

obligations

under

the

Memorandum

of

Understanding with regard to acquisition of shares by the

Noticees.

This has ensured the interest of minority

shareholders of the company. Thus, the regulations with

regard to the open offer has been complied with.

The alleged inter-se transfers were in fact voluntarily

disclosed under the First open offer dated January 17, 2011.
SEBI did not ask the Merchant banker/Issue Manager to take
the inter-se transfer of shares amongst the Noticees into
consideration while revising the open offer price, thus,
Noticees were under bona fide belief that SEBI had taken
inter-se transfer of shares among the erstwhile promoters on
its record under regulation 3 of SAST Regulations and found it
to be in order.

13. It is not in dispute that the Noticees who were erstwhile promoters of
CFL made aforesaid acquisitions by way of inter-se transfer of shares
among themselves. It is pertinent to mention here that regulation 3 of
SAST Regulations, 1997 exempts certain acquisitions from the
obligation to make public announcement under regulations 10, 11 and
12 of SAST Regulations, 1997 subject to fulfillment of conditions
stipulated

therefor.

The

conditions

specified

under

regulation

3(1)(e)(iii)(b) of the SAST Regulations, 1997 for exemption from the

applicability of the regulations 10,11,12 of SAST Regulations,1997 are
given below:
i.

The transferor(s) and transferee(s) are qualifying promoters in

terms of the explanation to regulation 3(1)(e)(iii) of the SAST
Regulations, 1997.

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ii.

The transferor(s) and transferee(s) have been holding shares

in the target company for a period of atleast three years prior
to the acquisition.

iii.

The interse transfer of shares should not be at a price

exceeding 25% of the price determined in terms of regulations
20(4) and 20(5) of the SAST Regulations,1997.

iv.

The provisions of regulations 6, 7 and 8 of the SAST

Regulations,

1997

have

been

complied

with

by

the

transferor(s) and transferee(s).

14. Thus, I note that, at the relevant time, the aforesaid acquisitions being
inter se transfers of shares amongst promoters fall under exempted
category under regulation 3(1)(e) of SAST Regulations, 1997, but
subject to fulfillment of certain conditions. During the course of hearing,
the AR's on behalf of the Noticees submitted that they had not
complied with the requirements under regulation 3(1)(e) of SAST
Regulations, 1997.

Therefore, the aforesaid acquisitions by the

Noticees do not enjoy any exemption under regulation 3(1)(e) of SAST

Regulations, 1997 and the provisions of regulation 11

of SAST

Regulations, 1997 are clearly triggered.

15. The Noticees had submitted that as per mutual understanding between
Luharuka Sales and Services Pvt Ltd (Luharuka) and Noticees,
Luharuka assumed all regulatory and compliance responsibilities of
the Noticees including of the past and the corresponding costs. Also, a
memorandum of understanding was entered into between the
Luharuka and the Noticees dated September 11, 2010 wherein
Luharuka had taken into account in the first open offer various dates of
acquisition of shares by the Noticees and factored it into the pricing of
the offer in consultation with SEBI. The submission of the Noticees
cannot be accepted as the obligation to make open offer is on the
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acquirer. Acquirer in the instant case were the Noticees. Merely by

entering into a memorandum of understanding, the Noticees cannot
shift the obligation to make public announcement/open offer to others
and avoid compliances under regulation 11 of SAST Regulations,
1997. Moreover, I have gone through the open offer document dated
January

17,

2011

of

Luharuka.

note

that

the

public

announcement/open offer therein was made by Luharuka in discharge

of its own obligation consequent upon the acquisition by Luharuka.
The obligation on Luharuka for making a public announcement was
separate, distinct and independent from the obligation of the Noticees
to make a public announcement. The obligation of making public
announcement by Luharuka cannot be substituted with the obligation
of making public announcement by the Noticees.
16. The Noticees had submitted that consequent upon acquisition of
shares from the Noticees, Luharuka made an open offer in January
2011 and while dealing with the said open offer, SEBI did not ask the
Merchant banker/Issue Manager to take the inter-se transfer of shares
among the Noticees into consideration while revising the open offer
price to be offered by Luharuka. And that Noticees were under bona
fide belief that SEBI had taken inter-se transfer of shares among the
Noticees on its record under regulation 3 of SAST Regulations, 1997
and found it to be in order. I find from page no. 13 of the aforesaid
open offer document dated January 17, 2011 which carried a specific
disclosure to the effect that "in the past, the promoters have violated
regulation 11(2) of the SAST Regulations, 1997. SEBI may initiate
suitable action against them for non-compliance." It is very clear from
the disclosure made in the aforesaid offer document that the Noticees
were not given any immunity by SEBI from making public
announcement. The Noticees cannot claim any benefit from the wrong
assumptions made on their own accord.
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17. The Noticees had submitted that by making adequate disclosures of

the alleged inter se transfers in the first open offer and by revising the
offer price of shares for the open offer from the originally proposed
price of ` 18 to ` 46, they have complied with regulation 11(1) and
11(2) read with regulation 14(1) of SAST Regulations, 1997.In this
regard, as discussed in para no. 15 above, I find that the Noticees
had made certain acquisitions which triggered regulation 11 of SAST
Regulations, 1997 and the obligation to make public announcement is
squarely on the Noticees. The Noticees cannot claim any exemption
from regulation 11of SAST Regulations, 1997 merely based on the fact
that open offer document relating to the public announcement made
by the subsequent acquirers carried disclosures regarding acquisitions
made by the Noticees. Similarly, the Noticees cannot claim discharge
from the obligation under regulation 11 of SAST Regulations, 1997 on
the ground that offer price in respect of public announcement made by
Luharuka had undergone a revision. Moreover, I have gone through
letter dated December 15, 2010 of VC Corporate Advisors Pvt Ltd.
produced by the Noticees relating to revision of open offer price by
Luharuka. The said letter was addressed by VC Corporate Advisors
Pvt Ltd., Merchant bankers, to SEBI in connection with public
announcement made by Luharuka. The said letter reads as under
"With reference to our telecon, we have calculated the open offer price
of the equity shares of PTL in respect of various triggered dates viz,
21.04.2004 and 04.10.2005 which comes to Rs. 45.29 and Rs. 42.36
respectively........" It is very clear from the contents of the said letter
that it makes no reference whatsoever to the acquisitions in question
by the Noticees. Even if

it were to contain any reference to the

acquisitions of the Noticees, no discharge from the obligation under

regulation 11 of SAST Regulations, 1997 can be granted to the
Noticees.

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18. Ultimately the fact remains that the Noticees made certain acquisitions
by way of inter se transfers during financial years 1997-98, 1998-99,
2004-05(twice), 2005-06. Admittedly, the Noticees did not comply with
the conditions for claiming exemption under regulation 3(1)(e) from the
applicability of regulation 11 of SAST Regulations, 1997. As such the
Noticees were under an obligation to comply with regulation 11(2) read
with regulation 14(1) of SAST Regulations, 1997 for the financial years
1997-98, 2004-05(twice), 2005-06 and regulation 11(1) read with
regulation 14(1) of SAST Regulations, 1997 for the financial year 199899. The Noticees failed to make public announcement as required
under the said regulations. As dealt with hereinabove, the arguments
put forth by the Noticees are devoid of any merit.
19. In view of the above, I hold that the Noticees have violated regulation
11(2) read with regulation 14(1) of SAST Regulations, 1997 for the
financial years 1997-98, 2004-05(twice), 2005-06 and regulation 11(1)
read with regulation 14(1) of SAST Regulations, 1997 for the financial
year 1998-99.
(b) Does the non-compliance, if any, attract monetary penalty under
section 15H (ii) of SEBI Act, 1992?
20. In this context I would like to quote the observations of Hon'ble
Supreme Court in the matter of SEBI Vs. Shri Ram Mutual Fund.
21. The Honble Supreme Court of India in the matter of Chairman, SEBI v..
Shriram Mutual Fund {[2006] 5 SCC 361} held that In our considered
opinion, penalty is attracted as soon as the contravention of the statutory
obligation as contemplated by the Act and the Regulations is established and
hence the intention of the parties committing such violation becomes wholly
irrelevant.
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22. Further in the matter of Ranjan Varghese v. SEBI (Appeal No. 177 of 2009
and Order dated April 08, 2010), the Honble SAT had observed Once it
is established that the mandatory provisions of Takeover Code was
violated the penalty must follow.
23. As the violation of the statutory obligation under regulation 11(1), 11(2)
read with regulation 14(1) of SAST Regulations, 1997 has been
established, I am convinced that it is a fit case for imposing monetary
penalty under section 15H(ii) of SEBI Act, 1992 before and after
amendment of 2002 which reads as under:Before Amendment of 2002
Penalty for non-disclosure of acquisition of shares and takeovers.
15H. If any person, who is required under this Act or any rules or
regulations made thereunder, fails to,
(i)
(ii) make a public announcement to acquire shares at a minimum price; or
(iii).
(iv)..
he shall be liable to a penalty not exceeding five lakh rupees
After Amendment of 2002
Penalty for non-disclosure of acquisition of shares and takeovers.
15H. If any person, who is required under this Act or any rules or
regulations made thereunder, fails to,
(i)
(ii) make a public announcement to acquire shares at a minimum price; or
(iii).
(iv)..
he shall be liable to a penalty of twenty-five crore rupees or three times
the amount of profits made out of such failure, whichever is higher.
24. Section 15H(ii) of the SEBI Act, 1992 provides for imposition of
monetary penalty, on any person, who fails to make a public
announcement to acquire shares at a minimum price as required under
the SEBI Act, 1992 or any rules or regulations made thereunder.

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(c) If so, what would be the monetary penalty that can be imposed
taking into consideration the factors mentioned in section 15J of
SEBI Act, 1992?
25. While determining the quantum of penalty under section 15H(ii) of the
SEBI Act, 1992 it is important to consider the factors stipulated in
section 15J of SEBI Act, 1992 which reads as under:-

15J - Factors to be taken into account by the adjudicating officer

While adjudging quantum of penalty under section 15-I, the
adjudicating officer shall have due regard to the following factors,
namely:(a)
the amount of disproportionate gain or unfair advantage,
wherever quantifiable, made as a result of the default;
(b)
the amount of loss caused to an investor or group of
investors as a result of the default;
(c)
the repetitive nature of the default.
26. From the material available on record, it is difficult, to quantify exactly
the disproportionate gains or unfair advantage enjoyed by the Noticees
and the consequent losses suffered to the investors. The fact remains
that the Noticees by their failure to make public announcement,
deprived the shareholders at the relevant time of their statutory rights
to exit from the company and to this extent, there was loss to the
shareholders. Moreover, the Noticees committed the default on five
occasions and thus, the default was repetitive in nature.
ORDER
27. As discussed at para 11, I conclude that the proceedings against
Noticee No. 5 i.e. Mr. Shyam Sunder Saraf stands abated.
28. After taking into consideration all the facts and circumstances of the
case, I hereby impose a monetary penalty of ` 50,00,000/- (Rupees
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Fifty Lakh Only) on the Noticee No. 1,2,3,4,6, 7 and 8 which will be
commensurate with the violation committed by them.
29. The aforesaid Noticees shall pay the said amount of penalty by way of
demand draft in favour of SEBI - Penalties Remittable to Government
of India, payable at Mumbai, within 45 days of receipt of this order.
The said demand draft should be forwarded to Deputy General
Manager, Division of Corporate Restructuring, SEBI, SEBI Bhavan,
Plot No. C 4 A, G Block, Bandra Kurla Complex, Bandra (E),
Mumbai 400 051.
30. In terms of rule 6 of the Rules, copies of this order are sent to the
Noticees and also to the Securities and Exchange Board of India.

DATE: JANUARY 16, 2015

A. SUNIL KUMAR

PLACE: MUMBAI

ADJUDICATING OFFICER

Adjudication order in the matter of Comfort Fincap Ltd..

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January 16 , 2015