sebi:WTM/RKA/IVD/ID-10/35/2013
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Facts / Headnote
SEBI held OCAL violated ICDR and PFUTP provisions for non-disclosure and fraudulent diversion of IPO proceeds; continued direction in para 14.7 to call back funds from Fincare and Precise into interest-bearing escrow, directed Board to ensure compliance with monthly progress reports and a SEBI-registered Merchant Banker certified Compliance Report, effective immediately.
Provisions invoked
- s. 11B
- s. 11A
- s. 11
- s. 19
- s. 11(1)
- s. 12A
- s. 12
- s. 63
- s. 11(2)
- s. 55A
- s. 30
- s. 156
Regulations
- Reg. 3
- Reg. 4
- Reg. 2(1)(c)
- Reg. 4(1)
- Reg. 47
- Reg. 3(a)
- Reg. 2(1)
- Reg. 5
- Reg. 57
- Reg. 55
- Reg. 60(4)
- Reg. 200
- Reg. 60(4)(a)
- Reg. 60
- Reg. 60(7)(a)
- Reg. 3(a)(b)(c)
Parties
- Onelife Capital Advisors Ltd
- Pandoo P. Naig
- T.K.P. Naig
Holding
OCAL and its managing director fraudulently diverted IPO proceeds to Fincare, Precise and KPT under the guise of PMS, general corporate purposes and brand building, and failed to disclose material developments during the issue period, violating regulation 60(4)(a) of the ICDR Regulations, section 12A of the SEBI Act and regulations 3 and 4 of the PFUTP Regulations.
Full text
Page 2 of 54 ‘14.3 Onelife Capital Advisors Ltd (OCAL-PAN No. AAACO9540L) is directed that it shall not issue any equity shares or any other instrument convertible into equity shares, in any manner, or shall not alter its capital structure in any manner, till further directions in this regard.
Page 3 of 54 14.12 All stock exchanges and depositories are directed to ensure that all the above directions are strictly enforced within the powers available to them. 14.13 Further the entities/persons against whom this direction is issued may file their objections, if any, to this order within 21 days from the date of this order and, if they so desire, avail themselves of an opportunity of personal hearing at the Securities and Exchange Board of India, SEBI Bhavan, G-Block, Plot No C-4-A, Bandra Kurla Complex, Bandra-East, Mumbai 400 051 on a date and at a time to be fixed on a specific request, to be received in this behalf from the entities/persons within 21 days from the date of this order.’
Page 4 of 54 investigating stage. The case of the appellant is that the payments to these two companies have made in respect of the services rendered by them. While the Board may be fully justified in giving such a direction at the time of passing a final order if the appellant is found guilty, we do not find any justification in giving such a direction to the appellant at the stage of passing ex-parte ad-interim order. In paragraph 14.8 of the ex-parte ad-interim order dated December 28, 2011, the Board has also issued a direction to the above noted two companies not to buy, sell or deal in securities directly or indirectly till further direction in this regard. If the Board was really concerned about freezing the funds which have been paid by the appellant, the direction could have been issued to these two companies. The Board could have also considered issuing
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Source: SecMarx — sebi:WTM/RKA/IVD/ID-10/35/2013. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.