BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA

(ADJUDICATION ORDER NO: ORDER/SS/RK/2023-24/29701)

UNDER SECTION 15 - I OF THE SECURITIES AND EXCHANGE BOARD OF

INDIA ACT, 1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR
HOLDING INQUIRY AND IMPOSING PENALTIES) RULES, 1995, IN
RESPECT OF:

Name of the Entity Registration Number PAN

Onepaper Research INH000008093 AADCO2642Q
Analysts Pvt Ltd

FACTS OF THE CASE

1. The Securities and Exchange Board of India (hereinafter referred to as “SEBI”),

had conducted inspection of documents and other records of Onepaper Research
Analysts Pvt Ltd., (hereinafter referred to as “Noticee/Onepaper”), registered with
SEBI as a Research Analyst having Registration No. INH000008093, to verify the
possible violation(s) of the provisions of the Securities and Exchange Board of
India Act, 1992 (“SEBI Act”), Securities and Exchange Board of India (Research
Analysts Regulations, 2014 (“RA Regulations”) by the Noticee. A copy of the
findings of the Inspection Report (hereinafter referred to as “IR”) had been
communicated to the Noticee vide letter dated November 07, 2022.

2. Consequent upon the analysis of the findings of the inspection vis-a-vis the reply
of the Noticee, it was allegedly observed the following:

a) Irregularities with respect to Conditions of Certificate.

b) Irregularities with respect to establishing internal policies and procedures.
c) Irregularities w.r.t Disclosures in Research Reports.
d) Failure to comply with General Responsibility of being an RA.

Page 1
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 e) Failure to Appoint Compliance Officer.
f) Failure to Display the mandatory information.

3. The aforesaid alleged conduct of the Noticee were in violation of the followings:

a) Regulation 13(i) and 13(ii) of RA Regulations read with Clauses 1,2 and 8
of “Code of Conduct for Research Analyst” as specified in Schedule III of
RA Regulations;
b) Regulation 15(1) of RA Regulations;
c) Regulation 19(i)(a)(b)(c) and 19(ii)((d)) of RA Regulations;
d) Regulation 24(2) of RA Regulations r/w Clauses 1,2 and 8 of “Code of
Conduct for Research Analyst” as specified in Schedule III of RA
Regulations;
e) Regulation 26 of RA Regulations;
f) SEBI Circular CIR/MIRSD/3/2014 dated August 28, 2014;
g) Regulation 32(i) of RA Regulations

4. In view of the above, adjudication proceedings was initiated against the Noticee.

APPOINTMENT OF ADJUDICATING OFFICER

5. In this regard, the undersigned was appointed as the Adjudicating Officer (“AO”)
by SEBI, vide order dated April 25, 2023, communicated vide communique dated
April 26, 2023 under Sub-section 1 of Section 15-I of the SEBI Act read with Rule
3 of the SEBI (Procedure of Holding Inquire and Imposing Penalties) Rules, 1995
(hereinafter referred to as “Adjudication Rules”) to inquire into and adjudge
under Section 15EB of the SEBI Act for the aforesaid alleged violations by the
Noticee.

SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING

6. Accordingly, a Show Cause Notice No. SEBI/HO/EAD/EAD4/P/OW/

2023/0000022172/1 dated May 31, 2023 (hereinafter referred to as ‘SCN’) was
issued to the Noticee under Rule 4 of the Adjudication Rules, to show cause as to

Page 2
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 why an inquiry should not be held and penalty be not imposed under Section 15EB
of the SEBI Act for the aforesaid alleged violations.

7. The said SCN was served on the Noticee via SPAD which was duly delivered. The
proof of service is on record. In response, the Noticee vide email dated June 13,
2023 requested to be granted more time to file reply to the SCN. Accordingly, in
the interest of natural justice and in order to conduct an inquiry in terms of Rule
4(3) of the Adjudication Rules, vide email dated June 13, 2023, which was duly
delivered, the said requested was acceded to and a hearing opportunity was also
granted to appear in person on July 03, 2023. However, the Noticee abstained on
the said hearing date and submitted its reply to the SCN vide email dated June 30,
2023. Further, Noticee vide email dated July 04, 2023 apprised that it would opt for
Settlement mechanism as provided under (Settlement Proceedings), Regulations
2018 pursuant to which it had filed settlement application dated August 03, 2023
with SEBI. In the meanwhile, vide email dated July 21, 2023 another opportunity
of hearing was granted to the Noticee to appear for hearing on July 30, 2023. The
said hearing was attended to by the Authorized Representative (AR) and
Compliance Officer of the Noticee wherein they reiterated the submission made
vide its letter dated June 30, 2023. Subsequently, vide email dated October 05,
2023, the Noticee apprised that it had withdrawn its settlement application and
requested to be granted another opportunity of hearing. Accordingly, vide email
dated October 16, 2023, the said Noticee was granted another final opportunity of
hearing. In the said hearing, the AR and Compliance Officer of the Noticee
reiterated the submissions made earlier vide email dated June 30, 2023. The
submissions made by the Noticee are summarized hereunder:

a) Noticee made a submission that due to certain liquidity and personal

constrains, Mr Vishal Gautam had transferred his shareholding stake to Ms.
Priyanka Gupta and that it acknowledges it as an inadvertent oversight on its
part

b) It further submitted that the aforesaid change in the shareholding did not
impact its functioning and activities which also did not result in change in
management of the company and after receipt of the inspection findings it had

Page 3
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 taken the corrective steps by informing SEBI of the said change in its
shareholders.

c) With regard to the material change w.r.t the address in the Registration
application, Noticee submitted that at the time of incorporation, its intention
was to carry out its business activities from its registered office, situated at 74
Techno park, 74/II, C Cross Road, Opp Gate No2 MIDC, Seepz Andheri East,
Mumbai, Maharashtra,India. However, due to COVID-19 pandemic and the
subsequent restriction imposed, it was facing several challenges in carrying
out its activities from its aforesaid Registered office which ultimately
necessitated the establishment of its operations in Bengaluru including hiring
support staff based in Bengaluru.

d) Further, w.r.t the intimation with delay regarding appointment of the 2nd
Research Analyst, Noticee admitted that it was an inadvertent oversight on it
part.

e) Noticee also submitted that w.r.t irregularities on establishing internal policies

and procedures, it doesn’t not undertake the activities contrary to that
prescribed under the relevant provisions of RA Regulations owing to which
the provisions w.r.t to the relevant RA Regulations were not specifically
included in the internal policies of the Noticee. Accordingly, it has not violated
the said provisions.

f) Further, Noticee submitted that it maintains duly signed and dated records of
the Research reports and therefore, the same was not mentioned in the
internal policy of the Noticee.

g) Noticee apologized for the oversight in the contradictory language used in the
Research Report dated March 11, 2022 (Diversified Equity Research
Analysis) and submitted that it has taken due measures to ensure that the
subsequent reports have been revised to ensure clarity and compliance with
the provisions of Regulation 19(i)(a), (b) and (c).

h) Noticee further submitted that its associates/relatives had not received any
compensation for product or services other than investment banking or
merchant banking or brokerage services from the subject company in that
past twelve months.Accordingly, in submitted that it has not violated the
provisions of Regulation 19(ii)(d) of RA Regulations since it had included
provisions of Regulation 19(ii)(d) as part of the disclosures in the said report.

i) Noticee submitted that the two google advertisements i.e. "Know The Top
Multibagger Stocks of the day from one of the top Research Experts".
(Advertisement 1) and "Get stock tips from SEBI Registered & Most Trusted
Investment Advisor" (Advertisement 2) were erroneously updated by its
marketing team and that it had rectified this error by removing the said

Page 4
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 advertisements on November 03, 2022 and September 07, 2022 respectively
and that latter one was removed prior to the receipt of email from the ASCI.

j) Noticee submitted that for the period commencing from January 14, 2021 to
October 31, 2021, Mr Kunal Shah had served as the compliance officer. It
further made a submission that Ms Sachethana G served as the compliance
officer from November 01, 2021 to Septmeber 30, 2022.

k) Noticee submitted that although Ms Sachethana’s designation was that of

“Legal Executive” but her responsibilities inter alia included ensuring
compliance with the provisions of the SEBI Act, the Regulations and circulars
issued thereunder.

l) At last, Noticee submitted that it had taken corrective steps by displaying the
requisite details in its office in Bengaluru.

8. Taking into account the aforesaid facts, I am of the view that the principles of
natural justice have been duly followed in the matter by granting the Noticee, an
opportunity for replying to the SCN and of being heard. Therefore, I deem it
appropriate to decide the matter on the basis of facts/material available on record
and reply submitted by the Noticee.

CONSIDERATION OF ISSUES AND FINDINGS: -

9. I have carefully perused the charges levelled against the Noticee and the
documents / material available on record. The issues that arise for consideration
in the present case are:

Issue No. I: Whether Noticee has violated the aforesaid provisions of SEBI
Circular and RA Regulations as mentioned at para 3 above?

Issue No. II: If yes, does the violation, on the part of the Noticee would attract
monetary penalty under Section 15EB of the SEBI Act?

Issue No. III: If so, what would be the monetary penalty that can be imposed
upon the Noticee taking into consideration the factors stipulated in Section
15J of the SEBI Act?

Page 5
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
10. Before proceeding further, I would like to refer to the relevant provisions of law as
under:

Relevant provisions of SEBI (Research Analysts) Regulations, 2014.

Conditions of Certificate

Regulation 13 The certificate granted under regulation 9 shall, inter alia, be subject
to the following conditions:

(i) the research analyst shall abide by the provisions of the Act and these
regulations;
(ii) the research analyst shall forthwith inform the Board in writing, if any information
or particulars previously submitted to the Board are found to be false or misleading
in any material particular or if there is any material change in the information
already submitted;

Establishing Internal policies and procedures

Regulation 15(1) Research analyst or research entity shall have written internal
policies and control procedures governing the dealing and trading by any research
analyst for:

(i) addressing actual or potential conflict of interest arising from such dealings or
trading of securities of subject company;
(ii) promoting objective and reliable research that reflects the unbiased view of
research analyst; and
(iii) preventing the use of research report or research analysis to manipulate the
securities market.

Disclosures in research reports

Regulation 19. A research analyst or research entity shall disclose all material
information about itself including its business activity, disciplinary history, the terms
and conditions on which it offers research report, details of associates and such

Page 6
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 other information as is necessary to take an investment decision, including the
following:

(i) Research analyst or research entity shall disclose the following in research
report and in
public appearance with regard to ownership and material conflicts of interest:

(a) whether the research analyst or research entity or his associate or

his relative has any financial interest in the subject company and the
nature of such financial interest;
(b) whether the research analyst or research entity or its associates or
relatives, have actual/beneficial ownership of one per cent. or more
securities of the subject company, at the end of the month
immediately preceding the date of publication of the research report
or date of the public appearance;
(c) whether the research analyst or research entity or his associate or
his relative, has any other material conflict of interest at the time of
publication of the research report or at the time of public appearance;

(ii) Research analyst or research entity shall disclose the following in research
report with regard to receipt of compensation:

(d) whether it or its associates have received any compensation for

products or services other than investment banking or merchant banking or
brokerage services from the subject company in the past twelve months

General responsibility
Regulation 24(2) Research analyst or research entity shall abide by Code of Conduct
as specified in Third Schedule.

Appointment of compliance officer.

Regulation 26. Research analyst or research entity which is a body corporate or limited
liability partnership firm shall appoint a compliance officer who shall be responsible for

Page 7
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 monitoring the compliance of the provisions of the Act, these regulations and circulars
issued by the Board.

Liability for action in case of default

Regulation 32. Research analyst or research entity who:
(i) contravenes any of the provisions of the Act or any regulations or circulars issued
thereunder;

THIRD SCHEDULE
CODE OF CONDUCT FOR RESEARCH ANALYST

1. Honesty and Good Faith

Research analyst or research entity shall act honestly and in good faith.
2. Diligence
Research analyst or research entity shall act with due skill, care and diligence
and shall ensure that the research report is prepared after thorough analysis.
8. Responsibility of senior management
An investment adviser shall have and employ effectively appropriate resources
and procedures which are needed for the efficient performance of its business
activities.

Relevant Provisions of SEBI Cicular CIR/MIRSD/3/2014 dated August 28, 2014

Relevant provisions are specified under the below mentioned link:

https://www.sebi.gov.in/legal/circulars/aug-2014/information-regarding-grievance-
redressal-mechanism_27882.html

Issue No. I: Whether Noticee has violated the aforesaid provisions of SEBI
Circular and RA Regulations as mentioned at para 3 above?

Page 8
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
Alleged violation 1: Irregularities with respect to Conditions of Certificate
11. With respect to the captioned allegation, I note from IR that the inspecting team
had sought Registration application from the Noticee which was submitted by it
vide its email dated October 12, 2022 and subsequent reply to the query raised by
the inspecting team which was given by the Noticee vide its email dated October
20, 2022 .With regard to the said application and reply submitted by the Noticee,
following material changes were observed from the reply of the Noticee, which are
mentioned in table1 below:

Table 1
S. No. Parameters Information Material Changes
submitted vide Observed wrt to
Registration information submitted in
Application Registration Application
a. Shareholder Vishal Gautam Priyanka G (25%)
(25%)

b. Correspondence 74 Techno park, Inspecting team was

74/II, C Cross apprised by the Noticee that
Office and
Road, Opp Gate it has co working space at
registered office No2 MIDC, Seepz Correspondence address.
Andheri East, There is no staff or physical
Mumbai, space at this office. All
Maharashtra,India activities are done from
Bangalore office and
correspondence/documents
received in Mumbai office
are forwarded to Bangalore
office

c. Principal place of Same as registered Bangalore

office
Business
d. No. of Research 1 2 (Mr. Ishan Gaur was
appointed w.e.f. February
Analysts
01, 2022.

12. With regard to the aforesaid, I note from IR that the Noticee did not inform SEBI
about above material changes at Sr Nos. a-c. Further, I note from IR that the
information regarding appointment of 2nd Research Analyst namely Mr Ishan Gaur

Page 9
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 was submitted on SEBI SI portal with a significant delay of approximately 105 days
i.e. on May 17, 2022.

13. In this regard, Noticee made a submission that due to certain liquidity and personal
constrains, Mr Vishal Gautam had transferred his shareholding stake to Ms.
Priyanka Gupta and that it acknowledged it as an inadvertent oversight on its part.
It further submitted that the aforesaid change in the shareholding did not impact its
functioning and activities which also did not result in change in management of the
company and after receipt of the inspection findings it had taken the corrective
steps by informing SEBI of the said change in its shareholders. With regard to the
Noticee’s aforesaid submission, I note that Noticee has admittedly not informed the
SEBI of the change in its shareholders which was a material information w.r.t to
the information previously submitted to SEBI and the Noticee was required to
intimate the said change as and when it took place. It can not absolve itself my
making blanket statement that the said change didn’t result in change of
management. Accordingly, Noticee’s submission in this regard is untenable.

14. With regard to the material change of the address in the Registration application,
Noticee submitted that at the time of incorporation, its intention was to carry out its
business activities from its registered office, situated at 74 Techno park, 74/II, C
Cross Road, Opp Gate No2 MIDC, Seepz Andheri East, Mumbai,
Maharashtra,India. However, due to COVID-19 pandemic and the subsequent
restriction imposed, it was facing several challenges in carrying out its activities
from its aforesaid Registered office which ultimately necessitated the
establishment of its operations in Bengaluru including hiring support staff based in
Bengaluru.

15. From the above, I note that Noticee had admitted that it had established its principal
place of business and correspondence office in Bengaluru and not in Mumbai as
stated in the application. Noticee was duty bound as per the provisions of
Regulation 13(i) and 13(ii) to inform the SEBI of the said change in address.
Further, Noticee has cited COVID imposed restrictions as ground for not informing
SEBI of the change in address. However, I note that the COVID did not restrict the

Page 10
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 Noticee from informing SEBI of the said change and the same could have been
informed by it from any place. Accordingly, the said submission of the Noticee is
bereft of merits.

16. Further, w.r.t the intimation with delay regarding appointment of the 2nd Research
Analyst i.e. Mr Ishan Gaur, Noticee admitted that it was an inadvertent oversight
on it part. In this regard, I note that the Noticee has admitted failure on its part that
it had informed with delay regarding the appointment of 2nd Research Analyst.

17. Accordingly, in view of the aforesaid, I note that the Noticee has violated Regulation
13(i) and 13(ii) of RA Regulations read with Clauses 1,2 and 8 of “Code of Conduct
for Research Analyst” as specified in Schedule III of RA Regulations by not
informing SEBI of material changes in the information already submitted at the time
of registration with a further failure on its part to act with honesty, in good faith and
with diligence by designating Mumbai office as Principal place of correspondence
and Registered office which was in fact a co-working office without any responsible
staff.

Alleged Violation 2: Irregularities w.r.t establishing internal policies and

procedures

18. In addition to the aforesaid, I note from IR that the inspecting team had sought copy
of internal policy from the Noticee vide email dated October 20, 2022 wherein it
was observed that the internal policy of RA did not cover requirements regarding
conflict of interest, promoting objective and reliable research report reflecting its
unbiased view, preventing the use of research report or analysis to manipulate
market and other conditions and accordingly, it was alleged in the SCN that the
Noticee had violated provisions of Regulation 15(1) of RA Regulations by not
incorporating the requirements prescribed under RA Regulations.

19. In this regard, Noticee submitted that w.r.t compliance of the relevant provisions of
RA Regulations, it doesn’t not undertake the activities contrary to and undertakes
activities as prescribed respectively under the relevant provisions of Regulations

Page 11
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 owing to which the provisions w.r.t to the RA Regulations were not specifically
included in the internal policies of the Noticee. Accordingly, it has not violated the
said provisions. Further, it submitted that it maintains duly signed and dated
records of the Research reports.

20. With regard to the Noticee’s aforementioned submission, I note that Noticee has
admitted non-inclusion of the provisions as alleged in the SCN and the reason for
such non-inclusion being that it did not undertake the activities contrary to the
relevant provisions of RA Regulations or it was following whatever provisions were
applicable does not stand as the requirements stipulated in the relevant provisions
of RA Regulations should have been specifically included by it in its internal policy.
With regard to its submission that it maintains duly signed and dated records of the
Research reports, I note that the Noticee failed to provide any documentary
evidence in support of its said claim. Accordingly, in view of the above, I note that
the Noticee has violated provisions of the Regulations 15(1) of RA Regulations by
not covering requirements regarding potential conflict of interest, promoting
objective and reliable research report reflecting its unbiased view, preventing the
use of research report or analysis to manipulate market, etc.

Alleged Violation 3: Irregularities w.r.t Disclosures in Research Reports

21. Further, I note from IR that in order to ensure compliance with respect to provisions
of Regulation 19 of RA Regulations regarding disclosures in the Research Reports,
the inspecting team had sought a copy of Research Report dated March 11, 2022
(Diversified Equity Research Analysis) from the Noticee which was provided vide
email dated October 07, 2022 wherein it is observed that the disclosures in the
said report did not cover all the requirements of the said Regulation. The following
disclosures had been made in the aforesaid research Research report:

Disclosures with respect to Research and Recommendations Services

Research Analyst or its employee or its associates may have financial interest or actual /beneficial
ownership in the securities recommended in its personal portfolio. Details of the same may be
referred through the disclosures made at the time of advice.

There are no actual or potential conflicts of interest arising from any connection to or association
with any issuer of products/ securities, including any material information or facts that might

Page 12
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 compromise its objectivity or independence in the carrying on of Research Analyst services. Such
conflict of interest shall be disclosed to the client as and when they arise.

Research Analyst or its employee or its associates have not received any compensation from the
subject company in past 12 months.

Research Analyst or its employee or its associates have not managed or co-managed the public
offering of Subject Company in past 12 months.

Research Analyst or its employee or its associates have received any compensation for investment
banking or merchant banking of brokerage services from the subject company in past 12 months.

Research Analyst or its employee or its associates have not received any compensation for products
or services other than above from the subject company in past 12 months.

Research Analyst or its employee or its associates have not received any compensation or other
benefits from the Subject Company or 3rd party in connection with the research
report/recommendation.

The subject company was not a client of Research Analyst or its employee or its associates during
twelve months preceding the date of distribution of the research report and recommendation
services provided.

Research Analysts or its employee or its associates has not served as an officer, director or employee
of the subject company.

Research Analysts has not been engaged in market making activity of the subject company.

……………………………….

The Research Analyst and/or its associates/or its relatives do not have any financial interest in the
subject company.

Research Analyst and/or its associates/or its relatives do not have any actual/beneficial ownership
of one percent or more in the subject company.

Details of the associate

Kunal Shah Kumar (Research Analyst & Director)

Siddarth Ramaswamy (Director)

22. With regard to the aforesaid, Noticee apologized for the oversight in the
contradictory language used in the said report and submitted that it has taken due
measures to ensure that the subsequent reports have been revised to ensure
clarity and compliance with the provisions of Regulation 19(i)(a), (b) and (c).
Noticee further submitted that its associates/relatives had not received any
compensation for product or services other than investment banking or merchant
banking or brokerage services from the subject company in that past twelve

Page 13
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 months. Accordingly, it submitted that it has not violated the provisions of
Regulation 19(ii)(d) of RA Regulations since it had included provisions of
Regulation 19(ii)(d) as part of the disclosures in the said report.

23. With respect to the Noticee’s aforesaid submission, I note that with regard to the
Noticee’s submission on compliance of Regulation 19(ii)(d) of RA Regulation, there
is a contradiction/variation w.r.t the provisions of the said Regulation as mentioned
by the Noticee in the said report and that tacit admission on the part of the Noticee
w.r.t compliance of Regulations 19(i)(a), (b) and (c) by apologizing for the oversight
in the contradictory language used in the said report and a further submission that
it had taken due measures to ensure that the subsequent reports have been
revised to ensure clarity shows that it has violated the provisions of said
Regulations.

24. Accordingly, in view of the above, it stands established that the Noticee has
admittedly violated the provisions of Regulations 19(i)(a)(b)(c) and 19 (ii)(d) of RA
Regulations by not including the provisions of the said Regulations in its disclosure
reports.

Alleged Violation 4: Failure to comply with General Responsibility of being an

RA
25. I note from IR that the examination of google advertisements provided by the
Noticee during the inspection read as below:

"Know The Top Multibagger Stocks of the day from one of the top Research
Experts".

26. With regard to the aforesaid, the Noticee could not provide any basis or justification
for usage of "one of the top Research Experts" as mentioned hereinabove.

27. Further, I note from IR that while examination of random emails of the Noticee,
one email dated September 26, 2022 of Advertising Standards Council of India

Page 14
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 (ASCI) was found which was regarding an advertisement of the Noticee which
read as below:
"Get stock tips from SEBI Registered & Most Trusted Investment Advisor"

28. In this regard, I note from the IR that ASCI had sought verifiable comparative data,
market survey data etc. from the Noticee basis which it had advertised itself as the
"Most Trusted Investment Advisor" and accordingly, had asked to withdraw/modify
above claim in case its aforesaid claim did not fulfil the above requirements. In
response to this, Noticee vide email dated September 27, 2022 had informed ASCI
that the advertisement was taken down on September 07, 2022 and had opted for
the Informal Resolution mechanism offered by ASCI which is applicable in the case
when the claim made in the advertisement could not be substantiated in the
absence of supporting documents. In view of the reply of the Noticee, ASCI had
taken on record an informal resolution of complaint.

29. With regard to the aforesaid, Noticee submitted that the two aforementioned google
advertisements i.e. "Know The Top Multibagger Stocks of the day from one of the
top Research Experts". (Advertisement 1) and "Get stock tips from SEBI
Registered & Most Trusted Investment Advisor" (Advertisement 2) were
erroneously updated by its marketing team and it had rectified this error by
removing the said Advertisements on November 03, 2022 and September 07, 2022
respectively and that latter one was removed prior to the receipt of email from the
ASCI. Noticee further submitted that it acknowledges the oversight on its part and
would exercise greater caution in future.

30. As regards Noticee’s aforesaid submission, I note that the Noticee had admitted
the violation on its part which is also evident from the fact that it had removed the
said advertisements thereby acknowledging the mistake on its part. Accordingly,
in view of the foregoing, I note that that the Noticee has admittedly violated
Regulation 24(2) of RA Regulations r/w Clauses 1,2 and 8 of "Code of Conduct for
Research Analyst" as specified in Schedule III of RA Regulations by having failed
to act with honesty, in good faith and with diligence by claiming to be "One ofthe
top Research Experts" and "Most Trusted Investment Advisor" without any factual
basis and with a failure on the part of the senior management of the Noticee to

Page 15
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 ensure maintenance of appropriate standard of conduct and adherence of proper
procedures.

Alleged violation 5: Failure to appoint Compliance Officer

31. With regard to the captioned allegation, I note IR that the details of the appointment
of Compliance Officer for the period from January 14, 2021 i.e date of Registration
of the Noticee to October 31, 2021 were sought by the inspecting team which the
Noticee failed to provide. In addition to above, the inspecting team had also sought
details of Compliance Officer Ms Sachethana G for the period from November 01,
2021 to September 30, 2022. In this regard, further, I note from IR that Ms
Sachethana G was appointed as a "Legal Executive" instead of Compliance Officer
as mentioned by the Noticee in its reply to Pre Inspection Questionnaire (PIQ) for
the aforesaid period and that Ms Nazma Begum was appointed as a Compliance
Officer from October 1, 2022 onwards.

32. With regard to the aforesaid, Noticee submitted that for the period commencing
from January 14, 2021 to October 31, 2021, Mr Kunal Shah had served as the
compliance officer. It further made a submission that Ms Sachethana G served as
the compliance officer from November 01, 2021 to Septmeber 30, 2022. In addition
to the above, Noticee submitted that although Ms Sachethana’s designation was
that of “Legal Executive” but her responsibilities inter alia included ensuring
compliance with the provisions of the SEBI Act, the Regulations and circulars
issued thereunder.

33. In this regard, I note that the Noticee failed to provide any documentary evidence
to substantiate its claim that Mr Kunal Shah was the compliance officer from
January 14, 2021 to October 31, 2021 and that it had only submitted an NISM
certification of Mr Kunal Shah of having passed the certification exam of “NISM –
Series-III-A: Securities Intermediaries Compliance (Non Fund) Certification
Examination” conducted by NISM which nowhere proves that Mr Kunal Shah was
appointed as the compliance office since the same was not communicated to SEBI
by the Noticee. Further, with regard to the appointment of Ms Sachethana G,
Noticee has admitted that Ms Sachethana G was appointed as the “Legal

Page 16
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 Executive” and that her responsibilities included ensuring compliance with the
SEBI Act, etc. Further, I note from the material available on record that the offer
letter of Ms Sachethana G nowhere mentions the aforesaid roles as claimed by the
Noticee hereinabove. Accordingly, in view of the above, I do not find any merit in
the submission of the Noticee.

34. In view of the above, it stands established that the Noticee has violated Regulation
26 of the RA Regulations by not appointing a Compliance officer from the date of
its registration to September 30, 2022.

Alleged violation 6: Failure to display mandatory information

35. I note from IR that the SEBI Circular CIR/MIRSD/3/2014 dated August 28, 2014
makes it mandatory on the part of RA to display the photocopy of certificate of
Registration, name and contact details of the compliance officer at the office
premise of RA. However, the Noticee had neither displayed a photocopy of the
certificate of registration nor the name and contact details of the compliance officer
required under aforementioned circular.

36. With regard to the aforesaid, Noticee submitted that it had taken corrective steps
by displaying the requisite details in its office in Bengaluru.

37. In this regard, I note that the Noticee had admittedly not displayed the aforesaid
details and the same is claimed to be displayed after the inspection team pointed
out the said irregularity.

38. Accordingly, in view of the above, it stands established that the Noticee has
admittedly violated the provisions of SEBI Circular CIR/MIRSD/3/201dated August
28,2014 r/w Regulation 32(i) of RA Regulations by having failed to display the
photocopy of certificate of Registration, name and contact details of the compliance
officer at its office premise during the IP.

39. The upshot of the above discussion is that the Noticee has violated the relevant
provisions of the RA Regulations and SEBI Circular as alleged in the SCN and the
same has been established in the preceding paragraphs.

Page 17
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
Issue No. II: If yes, does the violation, on the part of the Noticee would attract
monetary penalty under Section 15EB of the SEBI Act?
40. As it has been established that the Noticee has violated following provisions of
SEBI Circular and RA Regulations.
a) Regulation 13(i) and 13(ii) of RA Regulations read with Clauses 1,2 and 8
of “Code of Conduct for Research Analyst” as specified in Schedule III of
RA Regulations;
b) Regulation 15(1) of RA Regulations;
c) Regulation 19(i)(a)(b)(c) and 19(ii)((d)) of RA Regulations;
d) Regulation 24(2) of RA Regulations r/w Clauses 1,2 and 8 of “Code of
Conduct for Research Analyst” as specified in Schedule III of RA
Regulations;
e) Regulation 26 of RA Regulations;
f) SEBI Circular CIR/MIRSD/3/2014 dated August 28, 2014;
g) Regulation 32(i) of RA Regulations;

41. In the context of the above, I refer to the observations of Hon’ble Supreme Court
in the matter of Chairman, SEBI vs. Shriram Mutual Fund {[2006] 5 SCC 361}
wherein the Hon’ble Court had 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.......”

42. Therefore, in view of the foregoing and placing reliance on the above judgement of
Hon’ble Apex Court, I am of the view that the Noticee is liable for imposition of
monetary penalty under Section 15EB of the SEBI Act, which is reproduced
hereunder:

Page 18
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 Relevant provisions of SEBI Act, 1992

Penalty for default in case of investment adviser and research analyst.

15EB. Where an investment adviser or a research analyst fails to comply with the
regulations made by the Board or directions issued by the Board, such investment
adviser or research analyst shall be liable to penalty which shall not be less than
one lakh rupees but which may extend to one lakh rupees for each day during
which such failure continues subject to a maximum of one crore rupees..

Issue No. III: If so, what would be the monetary penalty that can be imposed
upon the Noticee taking into consideration the factors stipulated in Section 15J
of the SEBI Act?

43. While determining the quantum of penalty under Section 15EB of the SEBI Act, it
is important to consider the factors stipulated in Section 15J of the SEBI Act which
reads as under:

SEBI Act, 1992

15J. 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.

44. I observe that the material available on record does not quantify any
disproportionate gains or unfair advantage, if any, made by the Noticee and the
losses, if any, suffered by the investors due to such violations on the part of the
said Noticee. From the document available on record, it is not ascertainable
whether the acts of the Noticee are repetitive in nature. However, it is pertinent to
note that the role of a research analyst is crucial as it is primarily responsible for
preparation/publication of research report or making buy/sell hold

Page 19
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 recommendations or giving price target or offering an opinion concerning public
offer with respect to securities that are listed or to be listed on the stock exchange.
I find it pertinent to mention here that registration is with the objective of protecting
the interests of the investors, as it casts accountability and responsibility upon the
registered Research Analyst to comply with all regulatory requirements applicable
to the conduct of its business activity so, as to promote the best interests of clients
and the integrity of the market. I consider that the irregularities on the part of the
Noticee viz. regarding conditions of certificate, establishing internal policies and
procedures, dislcosures in research reports and failures on its part to comply with
general responsibility of being an RA, appointment of compliance officer and
display of mandatory information is in reckless disregard to the regulatory
requirement of a Research Analyst. The misconduct of the Noticee as brought out
in the preceding paragraphs clearly shows that it has failed in its fiduciary duties
owed to its clients.

ORDER

45. Accordingly, taking into account the aforesaid observations and in exercise of
power conferred upon me under Section 15-I of the SEBI Act read with Rule 5 of
the Adjudication Rules, 1995, I hereby impose following penalty under Section
15EB of the SEBI Act on the Noticee for violations of the following provisions of
SEBI Circular and RA Regulations:

a) Regulation 13(i) and 13(ii) of RA Regulations read with Clauses 1,2 and 8
of “Code of Conduct for Research Analyst” as specified in Schedule III of
RA Regulations;
b) Regulation 15(1) of RA Regulations;
c) Regulation 19(i)(a)(b)(c) and 19(ii)((d)) of RA Regulations;
d) Regulation 24(2) of RA Regulations r/w Clauses 1,2 and 8 of “Code of
Conduct for Research Analyst” as specified in Schedule III of RA
Regulations;
e) Regulation 26 of RA Regulations;
f) SEBI Circular CIR/MIRSD/3/2014 dated August 28, 2014;
g) Regulation 32(i) of RA Regulations;
Page 20
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 Name of the Penal provisions Penalty

Noticee

Onepaper Section 15EB of the Rs.6,00,000/-(Rupees

Research SEBI Act Six Lakhs Only)

Analysts Pvt Ltd

46. The Noticee shall remit / pay the said amount of penalty within 45 days of receipt
of this order through online payment facility available on the website of SEBI, i.e.
www.sebi.gov.in on the following path, by clicking on the payment link:

ENFORCEMENT  Orders  Orders of AO  PAY NOW.

47. The said payment details and confirmations of e-payments made (in the format as
given in table below) should be forwarded to “The Division Chief, Enforcement
Department (EFD1 – DRA IV), Securities and Exchange Board of India, SEBI
Bhavan, Plot No. C –4 A, “G” Block, Bandra Kurla Complex, Bandra (E), Mumbai
–400 051.

1. Case Name:
2. Name of the Noticee:
3. PAN No. of the Noticee
3. Date of payment:
4. Amount paid:
5. Transaction no.:

Page 21
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd
 6. Bank details in which payment is
made:
7. Payment is made for:
(like penalties/ disgorgement/
recovery/ settlement amount etc.)

48. In the event of failure to pay the said amount of penalty within 45 days of the receipt
of this Order, SEBI may initiate consequential actions including but not limited to
recovery proceedings under Section 28A of the SEBI Act, 1992 for realization of
the said amount of penalty along with interest thereon, inter alia, by attachment
and sale of movable and immovable properties.

49. In terms of the provisions of rule 6 of the Adjudication Rules, a copy of this order
is being sent to the Noticee and also to the Securities and Exchange Board of India.

Date: October 31, 2023 SANTOSH KUMAR SHARMA

Place: Mumbai ADJUDICATING OFFICER

Page 22
Adjudication Order in the matter of inspection of Onepaper Research Analysts Pvt Ltd