One Life Capital Advisors Limited & ... vs Sebi

2. Pandoo Naig Plot No.A-356, Road No.26, Wagle Industrial Estate, MIDC, Thane (West), Maharashtra - 400064. .....Appellants

(BY Mr. Kunal Katariya, Advocate for the Appellants.)

The Securities and Exchange Board of India SEBI Bhawan, „G‟ Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. ...Respondent

(BY Mr. Chetan Kapadia, Senior Advocate with Mr. Ravishekhar Pandey and Mr. Sagar Dhakane, Advocates i/b. Agama Law Associates for the Respondent.) 2

THIS APPEAL IS FILED UNDER SECTION 15T OF SEBI ACT, 1992 TO SET ASIDE ORDER DATED MARCH 28, 2025 (Ex-A) PASSED BY SEBI.

THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR INTERIM RELIEF ON APRIL 22, 2025, COMING ON FOR PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE THE FOLLOWING:

ORDER

Per: Justice P.S. Dinesh Kumar, Presiding Officer

Appellants have challenged the order passed by the

WTM1, SEBI2 dated March 28, 2025, containing several

directions in paragraph No.90 of the impugned order.

This appeal is filed by Noticees No.1 and 2. They have

prayed for stay of following directions concerning them.

 Restraining Noticee No.1 to 3 from accessing,

buying and selling in securities for a period of one

year with effect from 21.10.2024;

 Restraining Noticee Nos.2 and 3 from being a

Director or KMP3 in any listed Company for a

1 Whole Time Member 2 Securities and Exchange Board of India 3 Key Managerial Personnel 3

period of one year with effect from 21.10.2024;

and

 Penalty of Rs.25 Lakhs on appellant No.1 and 2.

2. We have heard Shri Kunal Katariya, learned

Advocate for the appellant and Shri Chetan Kapadia,

learned Senior Advocate for SEBI on interim prayer.

3. Shri Kunal Katariya for the appellants submitted

that Onelife Capital Advisors Ltd. („OCAL/appellant

No.1‟ for short) is the holding Company. The SEBI has

alleged that a sudden spike in the revenues and expenses

were observed with the related entities i.e.Deal money

Securities Pvt. Ltd.; and Dealmoney Distribution and E-

marketing Pvt. Ltd. After adjudication, the WTM has

passed directions contained in paragraph No.90 of the

impugned order.

4. Shri Kunal Katariya submitted that as per

paragraph 2(c) in the Schedule II of Securities and

Exchange Board of India (Intermediaries) Regulation,

2003 the „fit and proper person‟ criteria shall apply to 4

the promoters or persons holding controlling interest.

As per paragraph 3(b)(iii), for the purpose of

determining as to whether any person is „fit and proper‟,

the Board may take into criteria an order of restraint,

prohibition, debarment, etc. As a logical corollary,

WTM‟s direction restraining OCAL from accessing the

securities market shall directly affect OCAL‟s status as

a holding Company. Therefore, OCAL‟s current „fit

and proper‟ status may be continued.

5. With regard to the directions restraining the

appellants‟ from accessing the securities market and

second appellant being appointed as Director or a KMP

in a listed Company, Shri Kunal submitted that the

prohibition is for a period of one year with effect from

October 21, 2024. As on date, six months have already

elapsed. In the event, after the final hearing, should this

Tribunal come to the conclusion that the said restraint

orders were untenable, the hardship suffered by the

appellant cannot be reversed. On the other hand, if the 5

impugned directions are stayed, no hardship shall be

caused to the respondent and the appellant shall abide

by the final order to be passed in this appeal. With

these submissions he prayed for stay of all directions

qua the appellants.

6. Shri Kapadia submitted that this Tribunal may

direct that first appellant‟s current "fit and proper"

status be maintained till the disposal of this appeal.

With regard to the stay of directions restraining the

appellants‟ from accessing the securities market and

being appointed as a Director/KMP, he adverted to

paragraph No.88 of the impugned order and submitted

that OCAL has been violating the securities laws

consistently. Therefore, appellants are not entitled for

any interim relief.

7. We have carefully considered the rival

contentions and perused the records. 6

8. In view of the submission made by Shri Kapadia

with regard to maintaining the „fit and proper‟ status,

we may direct accordingly.

9. So far as the directions in paragraph Nos.90.1 and

90.2 are concerned, in our view, Shri Kapadia is right in

his submission that OCAL has been repeatedly violating

the securities laws. It is recorded in paragraph No.88

that:

 In respect of OCAL‟s IPO, SEBI had passed an

order dated August 30, 2013 directing second

appellant to bring back the diverted IPO proceeds.

Both appellants were also debarred from accessing the

securities market for a period of three years;

 In respect of OCAL‟s IPO, the Merchant Banker

was also prohibited from taking up any new

assignment;

 By its order dated November 28, 2014, SEBI had

imposed a penalty of Rs.45 Lakhs on first appellant

and Rs.1.55 Crores on the second appellant. 7

10. The above orders passed by the SEBI against the

appellants are not in dispute. Therefore, we are not

persuaded to accept the argument of Shri Kunal

Katariya with regard to the prayer for staying the

direction restraining the appellants from accessing the

market and second appellant to be appointed as a

Director or a KMP in any listed Company.

11. So far as the imposition of penalty is concerned,

we are of the view that appellants‟ prayer may be

considered subject to deposit of a portion of the

penalties.

12. In the result, the following

ORDER

a. that the Exchanges and Depositories shall not alter

first appellant‟s current "fit and proper" status based

on the impugned order until further orders.

b. prayer for grant of stay of directions in paragraph

Nos.90.1 and 90.2 of the impugned order restraining

the appellants from accessing the securities market 8

and second appellant‟s appointment as a

Director/KMP are rejected.

c. The recovery of penalty imposed as per paragraph

No.90.3 qua the appellants shall remain stayed subject

to deposit of 50% of the penalty i.e Rs.25 Lakhs by

OCAL and Rs.25 Lakhs by appellant No.2.

d. No costs.

Justice P.S. Dinesh Kumar Presiding Officer

Ms. Meera Swarup Technical Member

Dr. Dheeraj Bhatnagar Technical Member Digitally signed RAJALA byRAJALAKSHMI H 02.05.2025 KSHMI NAIR RHN Date:

H NAIR 2025.05.02 13:13:03 +05'30'