H.G. Infra Engineering Limited

Comprehensive rejoinder on media reports concerning SEBI

Karvy is a diversified financial services and IT solutions provider with a large footprint across India, providing employment to thousands of people in practically all states in the country, and has a proven 40 year record of integrity and a reputation for excellence in the financial markets.

A number of articles have surfaced in the media about Karvy in the last twenty four hours. In response to these reports pertaining to the SEBI order issued against Karvy dated 22/11/2019, we wish to set the record straight and present our point of view:

• Amongst our various businesses, we are a stock brokerage company which services clients across the country and assists them in their investment decisions. It is under the regulatory oversight of SEBI as well as NSE and BSE which on a routine and ongoing basis audit our performance, books of account and other particulars. A recent routine inspection in August 2019 was carried out by SEBI, the Exchanges and the depositories. Upon submission of the preliminary inspection report by NSE to SEBI, the regulator issued an ex-parte ad-interim order dated 22-Nov-2019 issuing directives in investor interest. The nature of this order is such that by definition, it is an ‘interim’ directive and not a final finding. The order itself states emphatically, that this is in response to preliminary findings and is subject to further review upon a more comprehensive audit and investigation. The order further gives us the right to respond to each and every preliminary observation within a period of 21 days and is thus only a temporary order restraining some actions till December 16th, 2019 when we will represent our position to SEBI.
• Even a perfunctory reading of the above mentioned order makes it clear that the only relevant strictures that have been passed against our organization are a temporary hold on the onboarding of new clients, and additional oversight and monitory from NSE and BSE. It in no way prevents us from continuing to transact business on behalf of our existing clients as per their instructions, and in furtherance of investor best interests. The restriction on onboarding new clients is only for a twenty one day period subject to us submitting the clarifications and stating our position.
• This order, which was issued on the basis of observations made by NSE during its audit, mentioned a transfer of Rs 1096 crores over a three year period to an associate and subsidiary company of Karvy Stock Broking Ltd (KSBL)- Karvy Realty. The quantum mentioned is incorrect. Karvy Realty is one of the group companies and investments were made in other subsidiary companies through this entity. We are of the firm belief that the investments made through owned funds of the group and borrowings other than the pledge of securities were fully compliant with the relevant provisions and directives of the regulator during the period that they were made. Further, we wish to reiterate that all monies transferred from time to time were solely for the ongoing conduct of business in subsidiary firms and not a single penny went to enrich the promoters personal funds as is being insinuated.
• Reports appearing in several business papers have alleged that there has been a “default of Rs. 2000 crores” in the headline. This is highly misleading, completely inaccurate and damaging. Firstly, because if there is a default in our business, as stock broking is not a line of business where the term default is relevant, and the SEBI order itself neither mentions a default nor an amount of Rs 2000 crores. We want to reiterate once again that nowhere in the SEBI order has an amount of Rs 2000 crores been mentioned, and that this number together with the word default is extremely misleading and damaging to our reputation.
• Please note that SEBI has restricted us only from acquiring new customers until the matter is resolved. They have given us 21 days to give a comprehensive response to their prima facie findings, and issued an interim order. Most media have reported that we have been banned from trading. There is NO BAN at all whatsoever, except a restriction on onboarding new customers for a twenty-one day period. This is completely false and we will continue to service all our existing customers uninterruptedly.
• Some media has alluded to the fact that our rapid diversification in last few years has resulted in this situation. This diversification into data-driven and IT based services compliments that nature of work in our core financial services business and has been ongoing for the last fifteen years. This diversification is part of a well crafted strategy endorsed by our bankers as a way of safeguarding ourselves from market volatility and our diversification has had no impact whatsoever on the broking business.
• We will be providing a detailed explanation and clarifications to SEBI as required. There is no instance where there has been mis-utilization of client securities. We have a track record of resolving investor complaints, and while we acknowledge delays in handling and resolution of certain cases, to characterize it as misutilization is a travesty. We acknowledge that as per prior to SEBI directives we used to pledge shares from time to time in full compliance with the then directives as was the standard practice across broking houses, but following the issuance of fresh directives in 2018-2019, we have commenced the process of reducing the quantum.
• Karvy is an industry icon that has been in existence for over 40 years in Indian markets, and has grown from humble beginnings to a large firm employing over 35000 people across the country. We have a proven track record of integrity and it would not be possible to build such a large organization or service customers continuously for four decades the way we have if we did not adhere to the highest ethical and moral standards. Our reputation was not built in a day, and the recent highly inaccurate and adamaging reports have no basis in fact