BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
Appeal No. 17 of 2012

 Date of decision : 20.01.2012  

1. Onelife Capital Advisors Limited
   96-98, Mint Road,
   Mumbai,
   Maharashtra.
2. Mr. Thiruvidaimarudur Krishna Prabhakar Naig
   96-98, Mint Road,
   Mumbai,
   Maharashtra.
3. Mr. Pandoo Naig
   96-98, Mint Road,
   Mumbai,
   Maharashtra.
4. Mr. A. P. Shukla
   96-98, Mint Road,
   Mumbai,
   Maharashtra.
5. Mr. Dhananjay Parikh
   96-98, Mint Road,
   Mumbai,
   Maharashtra.
6. Mr. T. S. Raghavan
   96-98, Mint Road,
   Mumbai,
   Maharashtra.

…Appellants

Versus

Securities and Exchange Board of India
SEBI Bhavan, Plot No.C-4A, ‘G’ Block,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051. … Respondent
Mr. P. N. Modi, Advocate with Mr. Ranjeet Bhonsale and Mr. Joby Mathew,
Advocates for Appellants.
Mr. Kumar Desai, Advocate with Mr. Mihir Mody and Mr. Mobin Shaikh,
Advocates for the Respondent.
Coram : P. K. Malhotra, Member
S.S.N. Moorthy, Member

2
Per : P. K. Malhotra, Member (Oral)

This order will dispose of two Appeals no. 17 and 18 of 2012 which arise out of
a common order passed by the Securities and Ex change Board of India (for short the
Board). Appellant no.1 in Appeal no. 17 of 2012 is a company registered under the
Companies Act, 1956. Appellants no. 2 to 6 in Appeal no. 17 of 2012 and the appellant
in Appeal no. 18 of 2012 are directors of the company. The appellant-company is a
merchant banker and a stock broker registered with the Board. The shares of the
company are listed on the Bombay Stock Ex change and National Stock Exchange. The
company came out with a pub lic issue in September/Oc tober, 2011. The Board
conducted investigations in re spect of the public issue and subsequent trading of the
shares of the company and prima facie came to the conclusion that the company had
failed to disclose to the public by way of advertisement the developments that have
taken place during the period between the date of registration of red herring prospectus
and date of allotment of shar es thereby violating the provi sions of regulation 60(4) of
the Securities and Exchange Board of In dia (Issue of Capital and Disclosure
Requirements) Regulations, 2009 (for short th e Regulations) and Section 60B of the
Companies Act, 1956. Certain ot her violations of the regul ations issued by the Board
were also noticed on the part of the company, its promoters/directors and other entities.
Therefore, the Board passed an ex-parte ad-interim order dated December 28, 2011
under Sections 11, 11A and 11B of Securities and Exchange Board of India Act, 1992
restraining the company, inter alia, from issuing any equity shares or any other
instrument convertible into equity shares in any manner and also restraining it from
altering its capital structure in any manner till further directions in this regard. The ex-
parte ad-interim order is also a show cause notice gi ving an opportunity to the
appellants to file their objections, if any, within 21 days from the date of the order.

2. The grievance of the appellants is that there are inherent contradictions in the
   impugned order passed by the Board. To illustrate, it is stated that in paragraph 14.4 of
   the impugned order, the compa ny is restrained from undertak ing any fresh business in 3
   its capacity as merchant banker, portfolio manager, stock broker and trading member till
   further directions in this regard. However, in paragraph 14.5, it has been directed not to
   buy, sell or deal in securities di rectly or indirectly till furthe r directions in this regard.
   According to the appellants, the direction contained in paragraph 14.5 of the impugned
   order restrains it from carrying on even its existing business which does not appear to
   be the intention of the Board in the impugned order.
3. We have heard the learned counsel for the parties for sometime. The appellants
   have not yet filed any reply to the show cause notice. During the course of hearing, it
   was admitted that there may be contradictions in the order that need to be clarified, but
   the purpose can be achieved by making a proper representation before the whole time
   member who has passed the impugned order.
4. Keeping in view the facts and circumstances of this case, we are not inclined to
   intervene in the matter at this stage. Since the appellants have not yet filed any reply to
   the show cause notice, the purpose can well be served by treating these appeals as reply
   to the show cause notice which should be considered by th e Board as expeditiously as
   possible. In so far as cont radictions pointed out by the ap pellants in the appeal, more
   particularly with regard to paragraphs 14.4, 14.5 and 14.7 of the impugned order are
   concerned, the Board shall pass an order with in a period of 15 days from today. Before
   passing the order, in case, the Board wants any further information, the appellants
   should furnish the same. We make it clear that we are not expressing any view on the
   merits of the case.
   In the result, appeals stand disposed of as above with no order as to costs. Sd/- P. K. Malhotra Member Sd/- S.S.N. Moorthy Member 20/01/2012
   Prepared & compared by-ddg