{ "metadata": { "analysis_of_arguments": "Regulatory authorities asserted that OCAL and its promoters engaged in related-party and intercompany transactions that inflated revenue, masked expenses, and omitted key disclosures, thereby misleading investors. They cited failures to obtain prior audit committee or shareholder approvals, suggesting that the conduct undermined governance norms. OCAL contended that all transactions were bona fide business operations, attributing any reporting inconsistencies to inadvertent errors, staff shortages, or late document submissions. Several directors and officers claimed limited involvement or reliance on external auditors. The regulator maintained that signatories to financial statements and certifications could not disclaim responsibility if the disclosures proved inaccurate.", "bench": [], "case_number": [ "WTM/KV/CFID/CFID-CORD/31338/2024-25" ], "cases_referred": [ "Onelife Capital Advisors Limited and Ors. vs Securities and Exchange Board of India (Appeal No. 653 of 2024, SAT)", "T. Takano v. SEBI (Civil Appeal No. 487-488 of 2022)", "Reliance Industries Limited v. SEBI (Criminal Appeal No. 1167 of 2022)", "G.V. Films Limited vs. SEBI (Misc. Application No. 1634 of 2022 and Appeal No. 1043 of 2022)", "SEBI vs Shri Kanaiyalal Baldevbhai Patel (Order dated September 20, 2017 in Civil Appeal No. 2595 of 2013)", "Commissioner of Income Tax (Central) -I, New Delhi vs. Vatika Township Private Ltd. (2014) 12 SCR 1037)" ], "chunkwise_data": { "chunk_1": { "analysis_of_arguments": "Regulatory authorities claim that OCAL engaged in questionable financial transactions with its related parties and improperly reclassified funds to mask these activities. They further suggest that promoter share offloading and pledging raised suspicions regarding potential market abuse or misinformation to investors. The Noticees have maintained that their transactions are legitimate, contending that any reclassification or non-disclosure issues were inadvertent or intended to correct earlier errors.", "cases_referred": [], "facts": "Following a complaint dated October 30, 2022, the Securities and Exchange Board of India (SEBI) undertook an investigation into Onelife Capital Advisors Limited (OCAL) amid allegations of fund diversion and misrepresentation in financial statements. The probe covered transactions from April 1, 2018 to March 31, 2023, noting unusual spikes in revenue, potentially improper accounting entries, and the involvement of related parties. OCAL\u2019s promoters engaged in share transactions during this period, prompting further scrutiny. SEBI thereafter issued an Interim Order cum Show Cause Notice on October 21, 2024, imposing certain interim restrictions prior to the issuance of this final order.", "final_status": "The matter remains pending final disposition in the provided text.", "formatted_summary": "This section details a SEBI investigation against Onelife Capital Advisors Limited for alleged misrepresentation of financial statements and diversion of funds. It outlines the parties involved, the interim measures imposed, and the nature of suspect related-party transactions. The document explains how the company\u2019s revenue patterns, accounting classifications, and promoter share dealings attracted regulatory scrutiny. Although an interim order was issued, the excerpt does not reveal a final judicial conclusion, instead describing various ongoing allegations and the possible imposition of penalties or market restrictions depending on the final outcome.", "held": "No definitive conclusive finding is provided in the excerpt, as the order primarily imposes interim directions and contemplates further action against the Noticees.", "latin_principles": {}, "legal_issues": "The primary legal questions involve whether the alleged misrepresentation of financial information and diversion of funds amount to improper market practices, whether failures in disclosing and approving related party transactions breached listing obligations, and whether the promoters\u2019 share activities present potential governance and investor protection concerns.", "statutes": { "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d) and an examination conducted by National Stock Exchange of India Ltd. (NSE) based on internal alerts generated at their end, the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 (\u201cSEBI Act, 1992\u201d), during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d).", "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d) and an examination conducted by National Stock Exchange of India Ltd. (NSE) based on internal alerts generated at their end, the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 (\u201cSEBI Act, 1992\u201d), during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d).", "Securities and Exchange Board of India Act, 1992": "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d) and an examination conducted by National Stock Exchange of India Ltd. (NSE) based on internal alerts generated at their end, the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 (\u201cSEBI Act, 1992\u201d), during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d)." } }, "chunk_10": { "analysis_of_arguments": "The regulator\u2019s position is that the disclosures by OCAL are inconsistent and raise doubts about the authenticity of services claimed to be rendered by DSPL and DDEPL. It is contended that figures reported in financial statements and RPT filings do not match and lack sufficient evidence of actual services. OCAL maintains that DSPL and DDEPL provided support and integration services for the \u2018Touch APP,\u2019 and that the loans were appropriately converted into capital assets or equity. OCAL further argues that minor errors and typographical mistakes led to the discrepancies identified by NSE.", "cases_referred": [], "facts": "The dispute arises from alleged misrepresentation in Onelife Capital Advisors Limited\u2019s (OCAL) financial statements concerning loans to Dealmoney Securities Private Limited (DSPL) and Dealmoney Distribution and E-Services Private Limited (DDEPL). The National Stock Exchange (NSE) flagged discrepancies in related party transaction (RPT) disclosures, prompting inquiries about mismatched figures and the non-disclosure of DSPL as a subsidiary. OCAL had capitalized software called the \u2018Touch APP\u2019 in 2019 for about INR 75.37 lakhs but claimed to have incurred significantly higher service costs through DSPL and DDEPL. The loans advanced to DSPL were later converted into equity following the merger of DSPL with DCPL, a wholly owned subsidiary of OCAL. This excerpt forms part of a final order discussing the background and procedural timeline regarding these transactions.", "final_status": "Not provided in the excerpt", "formatted_summary": "This portion of the final order outlines discrepancies in OCAL\u2019s financial statements and its related party disclosures involving DSPL and DDEPL. It highlights mismatched loan amounts, questions about the accuracy of information disclosed to the NSE, and concerns over the significant costs attributed to integrating a software application initially capitalized at a much lower figure. The excerpt also details how loans to DSPL were converted into equity post-merger, prompting further scrutiny of the transactions and related party disclosures.", "held": "No conclusive determination is stated in the provided text regarding the final decision or implications for future cases.", "latin_principles": {}, "legal_issues": "Whether OCAL properly disclosed and accurately represented the nature and quantum of loans and related party transactions, and whether the conversion of loans into equity and the claimed service costs for the \u2018Touch APP\u2019 software were legitimately accounted for.", "statutes": { "SEBI (LODR) Regulations, 2015": "Exchange Observations- As per the company response, the advance of Rs. 3606 lakhs pertain to DSPL and not DCPL (as erroneously submitted in the company response as seen above). However, the Closing balance of Advance given to DSPL as per company\u2019s filing under Reg 23(9) for FY 2022-23, is Rs 267.61 lakhs only. Therefore, there appears to be error in RPT Filings." } }, "chunk_11": { "analysis_of_arguments": "OCAL contended that the transactions were legitimate, supported by TDS/GST filings and accounting practices. The regulator asserted that OCAL misclassified financial entries, lacked evidence of actual services, and maintained inconsistent positions regarding loans, resulting in apparent misrepresentations.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) extended significant loans to DSPL, which DSPL treated as income to meet net worth requirements until questions arose regarding accounting treatment. Subsequently, OCAL converted the loan amount into Capital Work-in-Progress (CWIP) and then into equity in DCPL after DSPL merged with DCPL. Investigations revealed inconsistencies in how these transactions were recorded, including whether services were genuinely provided. TDS deductions were made but not deposited due to claimed cash-flow issues, later addressed with the Income Tax Authority. GST filings showed minor omissions. The present proceedings focus on whether these financial disclosures were misrepresented.", "final_status": "A final order was issued finding misrepresentation, with the matter thus concluded in this proceeding.", "formatted_summary": "The Final Order addresses OCAL\u2019s treatment of loans to DSPL and subsequent accounting maneuvers, including the shift from loan to CWIP and then to equity in DCPL. Despite TDS and GST evidence, the authority found insufficient proof of actual services. The order concludes that OCAL\u2019s financial records were misrepresented, noting noncompliance with required disclosure obligations.", "held": "The authority concluded that OCAL\u2019s financial statements were inaccurately represented, holding that TDS/GST compliance does not absolve the company from providing clear evidence of genuine services and proper accounting. This finding underscores the necessity of transparent disclosures under regulatory requirements.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s financial statements were misrepresented by labeling loan transactions as income and later converting them into equity, and whether TDS/GST compliance alone was sufficient to refute misrepresentation allegations.", "statutes": { "Income Tax Act, 1961": "On perusal of the Order dated September 17, 2024 of Income Tax Authority, as submitted by OCAL, I note that Income Tax Authority issued a show cause notice to OCAL for non-payment of TDS of INR 424 Lakh for services taken from DSPL. OCAL replied that \u201c\u2026while computing the tax liability for the year under consideration, the assessee company based on the Tax Audit Report under Form3CA-3CD disallowed 30% of Rs. 4,24,00,000/- u/s. 40(a)(ia) of the Income Tax Act, 1961 on account of non-deduction of TDS, thereby not claiming the expenses while computing the total tax liability.\u201d", "LODR Regulations": "In terms of clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4 of the LODR Regulations, a listed entity is obligated to abide by the principles governing disclosures and obligations under the LODR Regulations, including preparing and disclosing information in accordance with applicable standards of accounting, refraining from misrepresentation, providing adequate and timely information etc. Further, in term of clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48, a listed entity shall comply with the relevant guidelines/Accounting Standards while preparing financial results/Annual Report." } }, "chunk_12": { "analysis_of_arguments": "OCAL contends there was no fraudulent intention, highlighting compliance with TDS and GST, and denies inducing public investment based on manipulated statements. The regulator argues that OCAL\u2019s misrepresentations of finances are substantive, unsupported by adequate evidence, and thereby violate its obligations under securities law.", "cases_referred": [ "SEBI vs Shri Kanaiyalal Baldevbhai Patel (Order dated September 20, 2017 in Civil Appeal No. 2595 of 2013)" ], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have misstated or misrepresented its financial statements. Investigations revealed a lack of evidence for claimed services, unjustified software transactions, and inconsistencies in financial disclosures. Statements of key managerial personnel did not confirm the services rendered. The matter proceeded under an interim order cum SCN to examine possible regulatory violations, culminating in this Final Order.", "final_status": "Concluded with a finding of violation in the Final Order", "formatted_summary": "In this Final Order involving Onelife Capital Advisors Limited, the regulator concludes that OCAL\u2019s financial statements were misrepresented, lacking proper evidence to substantiate key transactions. The authority holds that these misstatements contravene obligations under the LODR Regulations and constitute fraudulent practices under the PFUTP Regulations. The company\u2019s defense, emphasizing TDS and GST compliance, was deemed insufficient to negate the finding of misrepresentation.", "held": "The authority held that OCAL fraudulently misrepresented its financial statements, in violation of the LODR and PFUTP Regulations. This conclusion underscores that accurate disclosures are integral to investor protection and that mere compliance with basic tax norms does not absolve misrepresentation. The decision reaffirms strict enforcement against misleading financial reporting.", "latin_principles": { "inter alia": "Appears in paragraphs 26 and 28, indicating \u0027among other things\u0027 in describing the alleged violations and prohibitions." }, "legal_issues": "Whether OCAL\u2019s misstated financial statements violate the disclosure obligations under the LODR Regulations and whether such misrepresentation amounts to fraudulent conduct under the PFUTP Regulations and section 12A of the SEBI Act, 1992.", "statutes": { "LODR Regulations": "25. I find that OCAL failed to abide by the principles governing disclosures and obligations under the LODR Regulations. OCAL also failed to comply with the guidelines as per the LODR Regulations, while preparing the financial results and Annual Reports. Accordingly, I find that OCAL has violated clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.", "PFUTP Regulations": "26. I note that the interim order cum SCN, inter alia, alleged that misrepresentation/ mis-statement in financial statements and publishing the same, operated as a device to deceive and defraud investors dealing in the shares of OCAL. Accordingly, it has been alleged that OCAL has violated various provisions of the PFUTP Regulations.", "SEBI Act, 1992": "28. Sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 and sub-regulation (b), (c) and (d) of regulations 3 of the PFUTP Regulations, inter alia, prohibit, buying, selling, dealing in securities in a fraudulent manner, employment of any manipulative/ deceptive device, scheme or artifice to defraud in connection with dealing in securities, engaging in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with dealing in securities." } }, "chunk_13": { "analysis_of_arguments": "The regulator contends that OCAL artificially presented its finances, thereby deceiving investors and failing to obtain the requisite approvals for related party transactions. OCAL\u2019s position on the misstatements is not fully detailed in these excerpts, although it appears to dispute that its actions amounted to price manipulation or deliberate omission.", "cases_referred": [ "SEBI vs Shri Kanaiyalal Baldevbhai Patel (Civil Appeal No. 2595 of 2013)" ], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have published inaccurate financial statements that did not reflect its true performance, causing its share prices to be potentially overstated. During the investigation period, the number of public shareholders grew substantially. The misstatements also involved related party transactions with DSPL and DDEPL that were neither properly disclosed nor approved by the Audit Committee. Prior steps included an inquiry by the regulatory authority, which reviewed OCAL\u2019s audit committee minutes and financial disclosures, leading to the current final order examining OCAL\u2019s compliance with regulatory requirements.", "final_status": "A final order was issued, with the violations against OCAL established.", "formatted_summary": "In this final order concerning Onelife Capital Advisors Limited (OCAL), the regulator found that OCAL inaccurately presented its financial statements, suggesting that this misrepresentation could have influenced share pricing and investor decisions. The inquiry further revealed that OCAL did not secure required approvals for related party transactions with DSPL and DDEPL. Although there was insufficient evidence of direct price manipulation, OCAL\u2019s actions were held to contravene multiple provisions of the PFUTP Regulations, SEBI Act, and the LODR Regulations, leading to the conclusion that the violations were established.", "held": "It was determined that OCAL had misrepresented its financial statements and failed to fulfill its disclosure and approval obligations for related party transactions, constituting fraudulent practices under the PFUTP and LODR Regulations. The authority did not find sufficient evidence of direct price manipulation but held that OCAL\u2019s deceptive misstatements violated securities laws, underscoring the importance of accurate disclosures for investors\u2019 decisions.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s misstatement of financial data and related party transactions violated the PFUTP Regulations and the SEBI Act; whether the lack of proper Audit Committee approvals contravened the LODR Regulations; and whether the allegations of price manipulation were substantiated.", "statutes": { "LODR Regulations, 2015": "Accordingly, I find that the acts of OCAL as discussed above are in violation of sub-regulation (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-sections (a),(b) and (c) of section 12A of the SEBI Act, 1992, and clauses (a), (b) (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations, stands established against OCAL.", "PFUTP Regulations, 2003": "Further, I find that the acts of OCAL in misrepresenting/mis-stating financial statements and publishing the same, are fraudulent activities and practices as per clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 of the PFUTP Regulations, as per both pre-amended and amended provisions. Financial statements are crucial in influencing the decisions of investors as they provide a comprehensive overview of a company\u2019s health, performance and cash flows. Hence their misrepresentation has misguided investors in taking informed decisions and hence falls under fraudulent category.", "SEBI Act, 1992": "November 16, 2021, November 17, 2021 and November 18, 2021 when the shares of the company were traded at INR 17.85, INR 18.45 and INR 18.3 respectively. Further, there was a significant increase in the number of public shareholders of OCAL during the investigation period. The misstatements in the financial statements, if correctly reflected, would have impacted the price of the scrip. This deceptive device operated as deceit upon investors by not reflecting correct financials. Thus, the acts of OCAL lead to violation of sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 read with sub-regulations (b), (c) and (d) of regulation 3 and sub-regulation (1) of regulation 4 of the PFUTP Regulations." } }, "chunk_14": { "analysis_of_arguments": "The regulator contended that OCAL undertook multiple significant transactions with DSPL and DDEPL without properly seeking approvals or making required disclosures, asserting they met material thresholds. OCAL countered that several transactions did not exceed the material limits, attributing the omissions to technical or administrative lapses, and emphasized that subsequent shareholder ratifications addressed any prior non-compliance.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) engaged in a series of advisory and professional service transactions with DSPL and DDEPL between FY2019 and FY2023. Shareholder approval for these transactions was initially rejected at one Annual General Meeting but later secured via a postal ballot. Allegations arose that OCAL had not obtained the Audit Committee\u2019s prior approvals for certain related party transactions and did not fully disclose them in half-yearly filings. Questions also surfaced regarding whether the transactions exceeded materiality thresholds requiring shareholder authorization. An interim order-cum-SCN was issued, and the matter proceeded to the stage of a final order.", "final_status": "Not indicated in the excerpt", "formatted_summary": "This excerpt discusses Onelife Capital Advisors Limited\u2019s transactions with DSPL and DDEPL, indicating that certain related party dealings allegedly lacked prior approval from the Audit Committee. Shareholder approval was initially withheld but subsequently granted via postal ballot. Concerns arose over whether OCAL breached material thresholds for such transactions and failed to properly disclose them in half-yearly and annual filings. Allegations also include non-compliance with accounting standards regarding related party disclosures and potential violations of regulations aimed at preventing misrepresentation.", "held": "No final determination is provided in the excerpt", "latin_principles": { "bonafide": "Paragraph 40.12: \u0027It has also been submitted that the absence of disclosure in half-yearly statements was due to organizational lapses and bonafide error.\u0027" }, "legal_issues": "The key questions include whether OCAL was obligated to seek prior Audit Committee approval for all transactions with DSPL and DDEPL, whether the transactions exceeded the materiality limit necessitating shareholder approval, whether certain half-yearly and annual disclosures were incomplete or misleading, and whether non-disclosure of certain transactions amounted to misstatement under relevant regulations.", "statutes": { "Ind AS 24": "40.11. \u2026 In this regard, it has been alleged that non-disclosure of RPTs entered into by OCAL with DDEPL during FY2020 in its Annual Report for FY2020 was not in accordance with the Accounting Standard - Ind AS 24 dealing with related party disclosures. Hence, OCAL was alleged to have violated the applicable provisions \u2026", "LODR Regulations": "40.6. Thus, it has been alleged in the interim order cum SCN that by not taking prior approval of Audit Committee for all the transactions related to sale of advisory services to DSPL/DDEPL and purchase of professional services from DSPL/DDEPL during FY2019 to FY2023, OCAL violated provisions of sub-regulation (2) of regulation 23 of the LODR Regulations.\n\n40.7. With respect to approval by shareholders, it is alleged that the advisory services provided by OCAL to DSPL during FY2019 to FY2022 is more than 10% of the total consolidated turnover of the company for the previous FY. Similarly, the professional services taken by OCAL from DSPL during FY2020 to FY2022 is more than 10% of the total consolidated turnover of the company for the previous FY (Refer Table No. 7).\n\n40.9. OCAL had proposed a resolution in the AGM held on September 30, 2022 for ratification and approval of RPTs entered into or to be entered into by the Company during FY2022 and FY2023 and the same was rejected by the shareholders. However, after this rejection by shareholders, OCAL took approval of shareholders via postal ballot on November 21, 2022 for the ratification and approval of RPTs entered into or to be entered into by the Company during FY2022 and FY2023. Thus, it has been alleged that OCAL violated the provisions of sub-regulation (4) of regulation 23 of the LODR Regulations by not obtaining the approval / prior approval of shareholders for material RPTs with DSPL /DDEPL.\n\n40.10. It has also been alleged that OCAL did not disclose to exchanges the following sale and purchase transactions with DSPL and DDEPL in its half yearly RPT disclosures as under: \u2026 Thus, it has also been alleged that OCAL violated the provisions of sub-regulation (9) of regulations 23 of LODR Regulations.\n\n40.11. As per clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and 48 of the LODR Regulations, a company is required to comply with all the applicable and notified Accounting Standards. \u2026 Hence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.\n\n40.13. It has also been submitted that the RPTs among OCAL, DSPL and DDEPL do not meet the materiality threshold in terms of sub-regulation (2) of regulation 23 of the LODR Regulations, hence prior approval was not required. This has been substantiated by giving a consolidated turnover of OCAL after including the turnovers of all subsidiaries including DCPL and DSPL post-merger.", "PFUTP Regulations": "40.11. \u2026 This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations \u2026" } }, "chunk_15": { "analysis_of_arguments": "The Noticee contended that the transactions were either immaterial or properly approved in retrospect, emphasizing that certain regulatory requirements for prior approvals took effect only from April 1, 2022. The authority maintained that the Noticee did not secure the necessary audit committee consents at the relevant times, that these transactions exceeded materiality thresholds under then-applicable conditions, and that the subsequent shareholder ratifications did not cure earlier non-compliance.", "cases_referred": [ "Commissioner of Income Tax (Central) -I, New Delhi vs. Vatika Township Private Ltd. (2014) 12 SCR 1037)" ], "facts": "Onelife Capital Advisors Limited (the Noticee) entered into transactions with DSPL and DDEPL for advisory and professional services from FY 2019 to FY 2023. Regulators questioned the absence of prior approval from the audit committee in some instances and the lack of timely disclosures. The Noticee later asserted that transactions were not material when viewed in light of post-merger financial data. Shareholder approval was eventually sought, but only after regulatory scrutiny commenced. These events led to the present proceedings, where the Noticee\u2019s compliance with relevant procedural requirements for related party transactions became the central focus.", "final_status": "disposed", "formatted_summary": "In these proceedings concerning Onelife Capital Advisors Limited, the authority examined transactions with related entities that were undertaken without the requisite audit committee approvals and disclosures. The Noticee argued that the requirement for prior shareholders\u2019 approval was introduced only from April 1, 2022, and that later ratifications addressed any non-compliance. However, the regulator found that earlier transactions breached existing requirements and that subsequent shareholder approvals could not remedy such lapses retroactively. The final order clarifies the necessity of adhering to procedural obligations for related party transactions, regardless of subsequent corporate developments or approvals.", "held": "It was determined that the Noticee failed to comply with required approvals and disclosures for related party transactions. The authority concluded that amendments introducing prior approval requirements were not retroactive, and late shareholder ratifications did not negate earlier breaches. The ruling serves as a reminder that listed entities must seek timely, proper approvals to ensure regulatory compliance.", "latin_principles": { "bonafide": "42. The Noticee has also accepted non-disclosure to stock exchanges as it submitted that the absence of disclosure in half-yearly statements was due to organizational lapses and bonafide error. Thus, it is held that OCAL is in violation of sub-regulation (9) of regulation 23 of the LODR Regulation." }, "legal_issues": "1) Whether prior audit committee approval was mandatory for the disputed transactions. 2) Whether the Noticee failed to disclose related party transactions as required. 3) Whether retroactive application of the amended approval requirement was permissible. 4) Whether post-merger financials impacted the materiality assessment of these transactions.", "statutes": { "LODR Regulations": "43. With respect to the requirement of shareholders\u2019 approval, the issue raised by the Noticee merits consideration. It is seen that the requirement of \"prior\" approval of shareholder was inserted with effect from April 01, 2022 and before that there was only requirement of approval. It is true that the amendment carried out in LODR was with effect from April 01, 2022 and it cannot apply to prior transactions. It is a settled law that amendments take effect from the date of their effectiveness. In the case of Act of Parliaments, the parliament is empowered to carry out retrospective amendments and when it carries out such retrospective amendment it makes it clear in the amendment that it is effective from a prior date. However, in the case of subordinate legislation like Rules and Regulations there is no authority vested to carry out retrospective amendment unless the retrospective amendment are beneficial amendments. Sometimes explanations are inserted in the Rules/Regulations which provide clarifications to what is already understood as the correct interpretation (refer para 29 of this order with respect to explanation to sub-regulation (1) of regulation 4 of the PFUTP Regulations). In that case it can be said that such explanations do not bring anything new and what is being clarified was always the law. However, this case is not of an explanation. Here the provisions of sub-regulation (4) of Regulation 23 of the", "PFUTP Regulations": "43. With respect to the requirement of shareholders\u2019 approval, the issue raised by the Noticee merits consideration. It is seen that the requirement of \"prior\" approval of shareholder was inserted with effect from April 01, 2022 and before that there was only requirement of approval. It is true that the amendment carried out in LODR was with effect from April 01, 2022 and it cannot apply to prior transactions. It is a settled law that amendments take effect from the date of their effectiveness. In the case of Act of Parliaments, the parliament is empowered to carry out retrospective amendments and when it carries out such retrospective amendment it makes it clear in the amendment that it is effective from a prior date. However, in the case of subordinate legislation like Rules and Regulations there is no authority vested to carry out retrospective amendment unless the retrospective amendment are beneficial amendments. Sometimes explanations are inserted in the Rules/Regulations which provide clarifications to what is already understood as the correct interpretation (refer para 29 of this order with respect to explanation to sub-regulation (1) of regulation 4 of the PFUTP Regulations). In that case it can be said that such explanations do not bring anything new and what is being clarified was always the law. However, this case is not of an explanation. Here the provisions of sub-regulation (4) of Regulation 23 of the" } }, "chunk_16": { "analysis_of_arguments": "Regulatory authorities allege that OCAL\u2019s failure to secure timely approvals and accurately disclose its related party transactions constitutes a breach of disclosure and governance norms. OCAL contends that such omissions were technical mistakes or oversights without any intent to mislead or conceal, and that the company eventually ratified and disclosed certain transactions. However, regulators maintain that approvals were only obtained following investigation, indicating a lack of prior compliance.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) engaged in a series of related party transactions with DSPL, DDEPL, and FCHL from FY 2019 to FY 2023, including sales of advisory services, purchases of professional services, and loans. The company did not secure timely shareholder or audit committee approvals for several of these transactions, and certain disclosures were only made or ratified when the NSE/SEBI investigation began. The proceedings culminated in the issuance of a Final Order examining whether OCAL obtained the requisite approvals and provided proper disclosures in compliance with the relevant regulations.", "final_status": "The Final Order concludes there has been a violation of disclosure and approval requirements.", "formatted_summary": "In this section of the Final Order concerning Onelife Capital Advisors Limited, the authority details a series of related party transactions that lacked timely shareholder or audit committee approvals. The Order finds OCAL in violation of multiple provisions under the LODR Regulations, including those concerning material related party transactions, and further identifies non-disclosure issues under Ind AS 24, leading to an ultimate finding of breach of disclosure requirements and misrepresentation under both LODR and PFUTP regulations.", "held": "The authority held that OCAL did not comply with Ind AS 24 and LODR requirements by failing to obtain timely approvals and make complete disclosures for related party transactions, thereby breaching disclosure norms. The decision underscores the importance of accurate and prompt compliance for corporate governance.", "latin_principles": {}, "legal_issues": "Whether OCAL failed to obtain the required shareholder and audit committee approvals for its related party transactions, and whether non-disclosure or delayed disclosure of those transactions violated the accounting and disclosure obligations under Ind AS 24 and the applicable regulations (LODR Regulations, PFUTP Regulations).", "statutes": { "Ind AS 24": "47. With respect to violation of Ind AS 24 regarding RPTs, it has been submitted that the absence of RPTs being reported specifically under the head of RPTs in the financial statement of some of the financial years during which such transactions were undertaken, is a technical mistake, without the intent to fraudulently suppress/misrepresent. It may be clarified that the purpose of Ind AS 24 to specifically disclose RPT under separate head is to let everyone (including current and prospective shareholders) know about these RPTs. If it is not disclosed as such there is a disclosure violation. Hence, it is held that there is a disclosure violation with respect to disclosure of RPTs required under Ind AS 24. Hence, OCAL has violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "LODR Regulations": "Paragraph 45: these tables is correct. The consolidated turnover used by OCAL in Table No. 12 is the audited financial statement post-merger which report was made much later than when these transactions were entered into. Hence, this consolidated turnover as per later audited report is not relevant for the purposes of applicability of sub-regulation (4) of regulation 23 of the LODR Regulations.\n\nParagraph 46: I note that shareholders\u2019 approval for material RPTs for the transactions of the period FY 2019, FY 2020 and FY 2021 conducted prior to April 01, 2022 were not taken immediately after respective FYs and the same was ratified when NSE/SEBI started examination/investigation. Thus, there is a violation of sub-regulation (4) of regulation 23 of the LODR Regulations for these three FYs (FY 2019, 2020 and 2021). Details of the transactions of OCAL with DSPL and DDEPL are mentioned in Table No. 13 below. It is further seen that there are related party transactions that were carried out by OCAL after April 01, 2022. As per the amended regulations, these material RPTs required prior approval of shareholders. It is seen that these transactions were approved through postal ballot on November 21, 2022. Thus, RPTs post April 01, 2022 got prior approval except for RPTs between April 01, 2022 and November 21, 2022, which are not material. Table No. 13 sets out the specific transactions by year, shows that no approval was obtained immediately for earlier years, and notes the eventual approvals or ratifications. The Order concludes that these delays do not satisfy sub-regulation (4) of regulation 23 of the LODR.\n\nParagraph 48.1: It is noted from the above that the loans taken by OCAL from FCHL during FY2022 and FY2023, being more than the 10% of the OCAL\u2019s previous year consolidated turnover, were material RPTs. OCAL also submitted that these loans from FCHL were taken at an interest rate of 12% p.a.\n\nParagraph 48.3: It has been alleged in the interim order cum SCN that OCAL did not take prior approvals of the Audit Committee for the loan transactions of INR 15.22 Lakh, INR 56.90 lakh and INR 51.50 Lakh with FCHL during FY2022, FY2023 and FY24 respectively. Accordingly, OCAL has allegedly violated the provisions of sub-regulation (2) of regulation 23 of the LODR Regulations.\n\nParagraph 48.4: Further, it has been alleged that OCAL did not take approval/prior approval of shareholders for the loans taken from FCHL during FY2022 and FY2023, which were material RPTs, as the copies of the shareholders\u2019 approval were not provided. Thus, OCAL has allegedly violated the provisions of sub-regulation (4) of regulation 23 of the LODR Regulations.\n\nParagraph 48.5: It has also been alleged that details of interest paid by OCAL to FCHL were not reported by OCAL in its half yearly filing with the exchanges for the half year ended September 2022. Therefore, OCAL has allegedly violated the provisions of sub-regulation (9) of regulation 23 of the LODR Regulations.", "PFUTP Regulations": "47. With respect to violation of Ind AS 24 regarding RPTs, it has been submitted that the absence of RPTs being reported specifically under the head of RPTs in the financial statement of some of the financial years during which such transactions were undertaken, is a technical mistake, without the intent to fraudulently suppress/misrepresent. It may be clarified that the purpose of Ind AS 24 to specifically disclose RPT under separate head is to let everyone (including current and prospective shareholders) know about these RPTs. If it is not disclosed as such there is a disclosure violation. Hence, it is held that there is a disclosure violation with respect to disclosure of RPTs required under Ind AS 24. Hence, OCAL has violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations." } }, "chunk_17": { "analysis_of_arguments": "OCAL contended that the omissions were inadvertent technical lapses and that they had no intent to defraud. They argued that approvals were eventually secured and loans were disclosed in other sections of their financial statements. The regulator maintained that the lack of timely approvals, incomplete filings, and omissions in key disclosures violated established rules on governance and fair disclosure, warranting a finding of non-compliance.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) allegedly received loans from entities related to its promoter group and from its promoter-director without obtaining prior audit committee or shareholder approvals as required. Certain loan transactions were not disclosed in half-yearly or annual filings, leading to allegations of misrepresentation in financial statements. The dispute arose after a regulatory investigation identified these omissions and procedural lapses in reporting related-party transactions. Prior to this final order, notices were issued to OCAL, and OCAL responded by attributing the omissions to technical or organizational lapses rather than fraudulent intent.", "final_status": "The order finds OCAL in violation of disclosure and approval requirements, with directions/penalties to be determined and factored based on the scale of non-compliance.", "formatted_summary": "This section of the final order outlines the facts and findings regarding Onelife Capital Advisors Limited\u2019s related-party loan transactions and disclosures. OCAL received loans from its promoter group and director without proper audit committee or shareholder approval, and failed to disclose certain material transactions in its reporting. The order concludes that these failures resulted in violations of multiple provisions under the Listing Obligations and Disclosure Requirements (LODR) Regulations, as well as provisions of the PFUTP Regulations, with OCAL admitting to lapses but attributing them to urgency or oversight rather than fraudulent intention.", "held": "It is held that OCAL failed to comply with the requisite procedural and disclosure obligations under the listing and prohibition regulations. Though the breaches included smaller amounts or short delays in some instances, the authority concluded that OCAL\u2019s lapses still constitute violations, potentially guiding future enforcement on disclosures and related-party transaction approvals.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s actions in failing to secure prior approvals for material related-party loans and in not disclosing or inaccurately disclosing these transactions breached the relevant disclosure and governance requirements. Whether these omissions constituted misrepresentation or fraud under the applicable regulations.", "statutes": { "Ind AS 24": "Paragraph 48.7 (excerpt ~80 words): \u201cFurther, \u2026 the loan transactions done during FY2023 were not reported by OCAL in its half yearly RPT disclosures filed for the half year ending March 2023. \u2026 In addition, OCAL failed to disclose the receipts/repayments of loans made from/to its promoter-director in the Annual Reports for FY2022 and FY2023 under RPT disclosures which was not in accordance with Ind AS 24. \u2026\u201d\n\nParagraph 53 (excerpt ~60 words): \u201c\u2026 it is held that there is a violation \u2026 as well as provisions of Ind AS 24. Hence, OCAL has violated clauses (a) and (b) of sub-regulations (1) of regulation 4 \u2026 resulting in misrepresentation of financial statements \u2026\u201d", "LODR Regulations": "Paragraph 48.5: \u201cIt has also been alleged that details of interest paid by OCAL to FCHL were not reported by OCAL in its half yearly filing with the exchanges for the half year ended September 2022. Therefore, OCAL has allegedly violated the provisions of sub-regulation (9) of regulation 23 of the LODR Regulations.\u201d\n\nParagraph 48.7 (excerpt ~100 words): \u201cFurther, based on the details provided by OCAL, on perusal of the minutes of the Audit Committee meetings of OCAL, it was observed that OCAL did not obtain prior approvals of its Audit Committee for the loans taken from its promoter-director. \u2026 Therefore, it is alleged that OCAL violated the provisions of sub-regulations (2) and (9) of regulation 23 of the LODR Regulations. \u2026 Hence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4 \u2026 and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.\u201d\n\nParagraph 49 (excerpt ~100 words): \u201cOCAL submitted that FCHL is a related party of OCAL (being a promoter group entity). \u2026 I find that OCAL has agreed that prior approvals of the Audit Committee for the loan transactions \u2026 was not taken. \u2026 Nevertheless, there is a violation. The small amount of violation or small delay in disclosure would be considered when the direction/penalty is decided. Thus it is held that there is a violation of sub-regulation (2) of regulation 23 of the LODR Regulations.\u201d\n\nParagraph 50 (excerpt ~100 words): \u201cWith respect to shareholder\u2019s approval, it has been submitted that shareholders have ratified the above transactions on September 30, 2024. \u2026 On consideration, I find that transaction identified by SEBI in the investigation wherein approval has not been taken is related to the loan taken by OCAL from FCHL \u2026 there is a requirement of taking prior shareholder approval. \u2026 Hence, it is held that with respect to this loan taken by OCAL from FCHL, there is a violation of provisions of sub-regulation (4) of regulation 23 of the LODR Regulations.\u201d\n\nParagraph 51 (excerpt ~100 words): \u201cOCAL has accepted that interest paid by OCAL to FCHL were not reported in half yearly filing with exchanges for the half year ended September 2022. Hence, it is held that there is a violation of sub-regulation (9) of regulation 23 of the LODR Regulations for FY 2022.\u201d\n\nParagraph 53 (excerpt ~100 words): \u201cThus, it is seen that OCAL has accepted that with respect to loan of INR 6.64 Crore taken from Mr. Prabhakara Naig, there are lapses in taking prior audit committee approval, disclosure to stock exchanges and disclosure in annual statement under RPT. \u2026 Hence, OCAL has violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.\u201d\n\nParagraph 54 (excerpt ~100 words): \u201cIt was found that the loans given by OCAL to DSPL during FY2020 to FY2023 were more than 10% of the OCAL\u2019s previous year\u2019s consolidated turnover and were thus material RPTs. \u2026 OCAL did not take prior approvals of the AC for loan transactions \u2026 Thus, it has been alleged that OCAL violated the provisions of sub-regulation (2) of regulation 23 of the LODR Regulations. \u2026 Further, from the half yearly RPT filings made by OCAL with the exchanges, it was observed that loan given and/or loan repayment details of DSPL \u2026 were not reported, thereby violating sub-regulation (4) of regulation 23 of the LODR Regulations.\u201d", "PFUTP Regulations": "Paragraph 48.7 (excerpt ~100 words): \u201cHence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, \u2026 thereby resulting in misrepresentation \u2026 resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.\u201d\n\nParagraph 53 (excerpt ~100 words): \u201c\u2026 This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations \u2026\u201d" } }, "chunk_18": { "analysis_of_arguments": "The regulator alleges that OCAL disregarded procedures for approving and disclosing material related party transactions, causing potential financial prejudice and undermining shareholder rights. OCAL responds that it did eventually obtain necessary approvals, though some were delayed, and contends that earlier general resolutions or subsequent ratifications addressed these requirements. OCAL further claims that certain omissions were unintentional, and that post-merger changes and profit-sharing arrangements mitigate any inference of misuse of company funds.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (\u201cOCAL\u201d) granted loans to a related entity, Dhan Estate Private Limited (DSPL), and to other promoter-related companies PFPPL and OSIL without first securing the necessary Audit Committee or shareholder approvals for certain transactions. These transactions occurred across multiple financial years, and certain amounts were advanced prior to obtaining formal ratification. OCAL\u2019s half-yearly disclosures to the stock exchanges omitted details of some transactions, and the company later claimed these oversights were inadvertent. The matter reached the stage of a final adjudication following investigations and inquiries by the regulatory authorities, including an earlier examination by NSE.", "final_status": "No final outcome is explicitly stated in this excerpt.", "formatted_summary": "This section addresses the allegations against Onelife Capital Advisors Limited for extending related party loans without necessary prior approvals from its Audit Committee and shareholders. Specific loans to DSPL occurred before the requisite clearances were secured, and certain interest-free advances were made to promoter-related entities allegedly causing financial loss to the company. Regulatory authorities highlighted multiple gaps in disclosure and RPT reporting obligations, including late or missing filings. The company argued that some of these were oversights and that general resolutions or ratifications covered the transactions. The adjudicator nevertheless found OCAL in violation of relevant LODR and PFUTP provisions.", "held": "The adjudicating authority finds that OCAL\u2019s failure to secure timely prior approvals of the Audit Committee and shareholders, as well as the omission in related party disclosures, amounts to a breach of applicable regulations, with the company held liable for the regulatory violations identified.", "latin_principles": { "bona fide": "Paragraph 60: \u0027Further, OCAL submitted that all transactions have been disclosed in the financial statements, and any violations of Regulation 23(9) are nothing but bona fide errors.\u0027" }, "legal_issues": "Whether OCAL violated the requirements to secure prior Audit Committee and shareholder approvals for related party transactions; whether OCAL failed to disclose these transactions properly in its financial statements and regulatory filings; and whether advancing interest-free loans to promoter-related companies misused the company\u2019s funds and breached regulations relating to fair dealing and disclosure.", "statutes": { "Ind AS 24": "61.8. Further, it has also been alleged that the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24 and thus, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.", "LODR Regulations": "54.2. It was noted from the above that OCAL did not take prior approvals of the AC for the loan transactions of INR 270.90 Lakh and INR 37.80 Lakh with DSPL during FY2021 and FY2023 respectively. Thus, it has been alleged that OCAL violated the provisions of sub-regulation (2) of regulation 23 of the LODR Regulations.\n\n54.3. Further, OCAL did not take shareholders\u2019 approval for the loans given to DSPL during FY2020 to FY2022. For FY2023, OCAL obtained a general approval in the AGM dated September 30, 2022 for providing INR 500 crore to any corporate/person, however, the name of DSPL was not mentioned. Further, prior to this general approval during the AGM, OCAL had already provided loans amounting to INR 1706.55 Lakh to DSPL during FY2023. Thus, it has been alleged that by not obtaining prior approval of shareholders for material RPTs, OCAL violated the provisions of sub-regulation (4) of regulation 23 of the LODR Regulations.\n\n54.4. Further, from the half yearly RPT filings made by OCAL with the exchanges, it was observed that loan given and/or loan repayments details of DSPL for FY2020, FY2021 and FY2023 were not reported by OCAL for the half years ending March 2020, September 2020 and September 2022. Thus, it has been alleged that OCAL violated the provisions of sub-regulation (9) of regulation 23 of the LODR Regulations.\n\n56. With respect to the allegation of loan transactions of OCAL with DSPL without prior approval of Audit Committee, it has been submitted that Audit Committee approvals have been taken but with a small delay. Thus it has been accepted that OCAL did not take prior approvals of the AC for the loan transactions of INR 270.90 Lakh and INR 37.80 Lakh with DSPL during FY2021 and FY2023 respectively. Hence, it is held that there is a violation of sub-regulation (2) of Regulation 23 of the LODR Regulations, though on account of small delay.\n\n57. With respect to shareholder\u2019s approval, it has been submitted that all loans given to DSPL were voluntarily approved by OCAL\u2019s shareholders vide a Special Resolution dated February 12, 2016. With respect to special resolution on February 12, 2016, it is seen that it allows OCAL to provide loans to its related parties upto the limit of INR 500 Crore. However, this is a general resolution and the intent of the regulation for share holder approval is to seek approval for loan to be given to specific related party. All related parties are not similarly placed and shareholders would like to know the risk factor before approving any resolution. A general mandate to give loan to any Related Party would not meet the intent of sub-regulation (4) of Regulation 23 of the LODR Regulations.\n\n58. Further, it has been submitted that the requirement for prior approval of shareholders for the transactions identified prior to April 1, 2022 were not taken as the sub-regulation (4) of regulation 23 of the LODR Regulations was inserted with effect from April 1, 2022, did not mandate prior shareholder approval before that. As discussed earlier, before April 01, 2022 there was only requirement to get shareholder approval and the word \u201cprior\u201d takes effect only from April 01, 2022. However, it is seen that there is a loan of INR 1706.55 Lakh which was advanced to DSPL in the FY 2022-23 for which prior shareholder approval was required and was not taken. For loan taken prior to April 01, 2022, there was no requirement of taking prior approval of the shareholders and OCAL had ratified the loan transactions of FY 2022 by taking shareholders\u2019 approval via postal ballot on November 21, 2022. Therefore, the same is accepted for loan transactions for the FY 2022. However, for the loan transactions during FY 2020 and FY 2021, also there was requirement of taking shareholders\u2019 approval, which was not obtained immediately after the relevant FY and RPTs ratified on September 30, 2024 after initiation of the investigation by SEBI, which is too late. Therefore, same cannot be accepted and treated as compliance with sub-regulation (4) of regulation 23 of the LODR.\n\n59. It has also been submitted that transactions impugned by SEBI do not meet the materiality threshold under sub-regulation (2) of regulation 23, if the consolidated financials of OCAL, DSPL and DCPL are considered pursuant to the merger of DSPL into DCPL. This issue has been discussed earlier at para 45 of this order where it has been held that consolidated turnover referred is the consolidated turnover of last audited balance sheet at the time of entering into the transactions. At the start of FY 2020, 2021, 2022 and 2023, the consolidated turnover figure as per the last audited annual statement is the one which has been used in Table No. 18. The consolidated turnover figure post-merger was not available at the start of FY 2022-23. Hence, this plea of OCAL is also rejected. Thus, it is held that there is a violation of sub-regulation (4) of Regulation 23 of the LODR Regulations with respect to amount of loan advanced to DSPL during the FY 2020, FY 2021 and FY 2023.\n\n60. Further, OCAL submitted that all transactions have been disclosed in the financial statements, and any violations of Regulation 23(9) are nothing but bona fide errors. Thus it has been accepted that transactions were not disclosed in exchange filings for March 2020, September 2020 and September 2022. Thus, it is held that OCAL violated the provisions of sub-regulation (9) of regulation 23 of the LODR Regulations.\n\n61.8. Further, it has also been alleged that the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24 and thus, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "PFUTP Regulations": "61.7. Thus, it has been alleged that OCAL violated sub-regulation (d) of regulations 3 and sub-regulation (1) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-section (c) of section 12A of the SEBI Act, 1992.\n\n61.8. Further, it has also been alleged that the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24 and thus, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "SEBI Act, 1992": "61.7. Thus, it has been alleged that OCAL violated sub-regulation (d) of regulations 3 and sub-regulation (1) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-section (c) of section 12A of the SEBI Act, 1992 ." } }, "chunk_19": { "analysis_of_arguments": "The regulator contends that OCAL improperly granted interest-free loans to affiliated entities, causing a loss of potential interest and violating disclosure obligations. OCAL argues that these were profit-sharing ventures rather than straightforward loans, and it realized no actual loss. OCAL further maintains that some non-disclosures resulted from timing and merger-related transitions, disputing the alleged infractions. However, questions remain regarding the precise reporting obligations and timing of disclosures.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have extended interest-free loans to two promoter-related entities, PFPPL and OSIL, resulting in a purported loss of interest income. These transactions stemmed from a merger approved by the Hon\u2019ble NCLT in which LSTPL, a private company, originally provided the loans. After the merger, OCAL assumed these loans, prompting scrutiny from SEBI over potential misuse of funds and incomplete disclosure of related party transactions in OCAL\u2019s annual reports. The dispute focuses on the interest-free nature of the loans, subsequent inflows and outflows, and alleged non-disclosure of loan details in required filings.", "final_status": "The matter is dealt with in a final order, with some allegations not established and certain disclosure violations deemed substantiated.", "formatted_summary": "The final order addresses allegations against OCAL for giving interest-free loans to promoter-related companies and not disclosing these as related party transactions. While the authority found no proven misutilization of funds from the interest-free arrangement, it did hold the company liable for non-disclosure violations under relevant securities regulations. The ruling underscores the importance of correctly reporting material transactions and fulfilling disclosure mandates where related parties are involved.", "held": "The adjudicating authority concluded that the charge of misutilization of funds based on interest-free loans was not sufficiently proven, but found OCAL liable for certain non-disclosure violations involving related party transactions. The decision emphasizes the importance of accurate and timely disclosures for listed companies, reinforcing adherence to mandated reporting standards.", "latin_principles": {}, "legal_issues": "Whether the interest-free loans to promoter-related entities constituted a misuse of funds and a violation of regulatory requirements, and whether OCAL failed to disclose related party transactions in accordance with relevant accounting and disclosure norms.", "statutes": { "Ind AS 24": "61.8. Further, it has also been alleged that the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24 and thus, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4,sub -clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "LODR Regulations": "61.8. Further, it has also been alleged that the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24 and thus, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4,sub -clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "PFUTP Regulations": "61.7. Thus, it has been alleged that OCAL violated sub-regulation (d) of regulations 3 and sub-regulation (1) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-section (c) of section 12A of the SEBI Act, 1992 .", "SEBI Act, 1992": "61.7. Thus, it has been alleged that OCAL violated sub-regulation (d) of regulations 3 and sub-regulation (1) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-section (c) of section 12A of the SEBI Act, 1992 ." } }, "chunk_2": { "analysis_of_arguments": "The primary contention from the regulator is that the Noticees engaged in questionable intercompany transactions lacking legitimate purpose, thus potentially inflating financial statements. The Noticees maintain that all transactions were genuine, appropriately recorded, and carried out in the ordinary course of business. They deny any intent to unfairly inflate figures or mislead stakeholders. They also cite compliance with various reporting requirements and argue that the spike in revenue and expenses was an ordinary outcome of group business operations.", "cases_referred": [ "Onelife Capital Advisors Limited and Ors. vs Securities and Exchange Board of India (Appeal No. 653 of 2024, SAT)" ], "facts": "Onelife Capital Advisors Limited (OCAL) and certain associated individuals (Noticees) were subjected to an Interim Order-cum-Show Cause Notice (SCN) issued by the market regulator. They were accused of engaging in purportedly circular transactions supposedly inflating revenues and expenses through related entities. The Noticees challenged the interim directions before the Securities Appellate Tribunal (SAT) by filing Appeal No. 653 of 2024. The SAT disposed of that appeal with some interim relief but directed expedited proceedings. Subsequent hearings took place, documents were inspected, and submissions were filed. This Final Order ensues following the investigative process and multiple adjournments granted at the Noticees\u2019 request.", "final_status": "Disposed", "formatted_summary": "This section describes proceedings regarding alleged circular transactions by Onelife Capital Advisors Limited and related individuals. The Noticees were initially restrained from market activities under an interim order. They subsequently appealed to the SAT, which granted limited relief but directed that the inquiry be concluded promptly. The Noticees inspected documents, submitted replies, and participated in hearings. They contend that all disputed transactions were genuine and sufficiently documented. The final order disposes of the matter within timelines set by the SAT, addressing whether the alleged arrangements inflated revenues or contravened regulatory requirements.", "held": "The tribunal\u2019s interim order was upheld with modifications, and the final proceedings were concluded after granting the Noticees an opportunity to respond. The court\u2019s ultimate directions are framed around whether the Noticees\u2019 transactions breached regulatory norms, thereby guiding future corporate compliance practices and emphasizing strict scrutiny of intercompany dealings.", "latin_principles": {}, "legal_issues": "Whether the transactions among OCAL and its related entities constituted circular arrangements inflating revenues and expenses, and whether the Noticees violated regulatory obligations in their financial reporting and disclosures.", "statutes": { "LODR Regulations": "Paragraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under sub-section (4A) of sections 11 and sub-section (2) of section 11B read with sections 15HA and/or 15HB of the SEBI Act, 1992 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.\u201d", "PFUTP Regulations": "Paragraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under sub-section (4A) of sections 11 and sub-section (2) of section 11B read with sections 15HA and/or 15HB of the SEBI Act, 1992 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.\u201d", "SEBI Act, 1992": "Paragraph 5: \u201c5. Vide the SCN, Noticees Nos.1 to 3 were also called upon to show cause as to why suitable directions / prohibitions under sub-sections (1) and (4) of sections 11 and sub-section (1) of section 11B of the SEBI Act, 1992 including the directions of restraining them from accessing the securities market including buying, selling or otherwise dealing in securities in any manner whatsoever, directly or indirectly, for a specified period and further restraining them from associating with any listed company and any registered intermediary or any other directions as deemed fit by SEBI, should not be issued against them.\u201d\n\nParagraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under sub-section (4A) of sections 11 and sub-section (2) of section 11B read with sections 15HA and/or 15HB of the SEBI Act, 1992 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.\u201d", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "Paragraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under sub-section (4A) of sections 11 and sub-section (2) of section 11B read with sections 15HA and/or 15HB of the SEBI Act, 1992 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.\u201d" } }, "chunk_20": { "analysis_of_arguments": "The regulator contends that OCAL failed to properly disclose material related party transactions and delayed reporting key managerial changes. OCAL argues that the delays were due to practical or administrative reasons, including receiving signed resignation letters late or weekend and holiday constraints. The company also asserts that certain omissions were unintentional and influenced by merger orders rendered by the NCLT.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) was scrutinized regarding certain loan transactions and related party disclosures. Allegations arose that it failed to report or delayed reporting loans made to entities including PFPPL, OSIL, and DSPL for the financial years 2019 and 2020. The company was also alleged to have made late disclosures to the stock exchanges concerning resignations and appointments of its directors and CFO. Prior to this stage, the matter was examined by NSE, and OCAL submitted responses claiming that delays were unintentional and that certain mergers or orders affected the timing of disclosures.", "final_status": "Not conclusively stated in the excerpt", "formatted_summary": "This portion of the final order deals with allegations that Onelife Capital Advisors Limited failed to disclose and delayed reporting certain loan transactions with related parties and late notices regarding changes in its directors and CFO. The authority concludes that some violations surrounding non-disclosure were proven, while the misutilization of funds concerning a particular loan transaction was not established.", "held": "The authority found that some violations relating to non-disclosure of loan transactions and delayed disclosures of director and CFO changes were established, while the alleged misutilization of funds concerning DSPL was not upheld.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s omission and delay in disclosing specific loan transactions contravene the applicable listing and disclosure obligations, whether the alleged misutilization of funds constitutes a violation of regulatory provisions, and whether late disclosures of director and CFO changes breach mandatory reporting requirements.", "statutes": { "Ind AS 24": "63.3. ... However, OCAL did not disclose the payments/ repayments of loans made to/from PFPPL during FY2019 under the RPT disclosures in its Annual Report for FY2019 which was not in accordance with Ind AS 24.", "LODR Regulations": "63.3. Further, w ith respect to the allegation of non -disclosure violation , it is observed that loan transaction details of OCAL ... Thus, it has been alleged that OCAL violated provisions of sub-regulation (9) of regulation 23 of the LODR Regulations ... 66.2. ... It has been alleged in the interim order cum SCN that OCAL, by delaying in making disclosures ... violated the provisions of sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations ...", "PFUTP Regulations": "63.7. ... This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations ... 64.2. ... It has been alleged that OCAL has violated sub-regulation (d) of regulation 3 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regula tions ...", "SEBI Act, 1992": "64.2. It has been alleged that OCAL has violated sub-regulation (d) of regulation 3 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regula tions and sub-section (c) of section 12A of the SEBI Act, 1992." } }, "chunk_21": { "analysis_of_arguments": "OCAL argued that the delays were unintentional, caused by weekends, administrative uncertainties, and efforts to retain key employees. The authorities maintained that regulations demand prompt and clear disclosures, irrespective of weekends or ongoing discussions, emphasizing the importance of transparency for investors and stakeholders.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) faced scrutiny for delayed and incomplete disclosures to the stock exchange regarding resignations and appointments of key managerial personnel. The company acknowledged that it filed certain disclosures late, attributing the delays to weekends, uncertainty over the resignation of its CFO, and discussions about potentially re-engaging him. Further, there was a prolonged vacancy for the post of Company Secretary and Compliance Officer, as various appointees either withdrew or did not serve the requisite notice period. Following investigation and exchange of submissions, a final order was issued addressing these lapses and the company\u2019s overall compliance failures.", "final_status": "The matter was concluded with a finding of regulatory violations.", "formatted_summary": "This final order concerns Onelife Capital Advisors Limited (OCAL), which acknowledged delays in disclosing material changes in its key managerial positions, particularly relating to the resignation of its Chief Financial Officer and the vacancy of a Company Secretary. The authority analyzed the reasons for these delays, including alleged weekends and internal discussions, and concluded that OCAL did not comply with mandated timelines for making disclosures and filling key managerial posts. The order further examined the role of the board and officers, establishing their responsibility for corporate governance compliance. Ultimately, OCAL was found to have violated its obligations, underscoring the requirement for timely disclosure and adherence to appointment procedures.", "held": "It was held that OCAL contravened its obligations by failing to disclose material events within the prescribed timeframe and by not timely appointing a Company Secretary. The board members and officers were found responsible for the non-compliance, and the decision serves as guidance for ensuring strict adherence to disclosure requirements in future.", "latin_principles": {}, "legal_issues": "Whether OCAL failed to meet its disclosure obligations regarding executive resignations and appointments, whether it violated timelines for filling key managerial positions, and whether the directors and officers could be held personally liable for these infractions.", "statutes": { "Companies Act, 2013 (Section 203(4))": "67.1. During investigation, it was found in OCAL\u2019s Annual reports for FY2023 that Mr. Himanshu Unadkat, then Company Secretary and Compliance Officer resigned on October 14, 2022 and as on March 31, 2023, the post of Compliance Officer was vacant which was afterwards filled by Ms. Divya Modi on August 14, 2023. Sub-section (4) of section 203 of the Companies Act, 2013, inter alia, provides that if the office of any KMP is vacated, the resulting vacancy shall be filled up by the Board at a meeting of the Board within a period of six months from the date of such vacancy. Accordingly, it has been alleged that OCAL, by not appointing a KMP, i.e., the Company Secretary within the specified time period of 6 months from the date of vacancy, has violated clause (g) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "SEBI (LODR) Regulations, 2015 (Clause (g) of Sub-regulation (1) of Regulation 4)": "67.1. During investigation, it was found in OCAL\u2019s Annual reports for FY2023 that Mr. Himanshu Unadkat, then Company Secretary and Compliance Officer resigned on October 14, 2022 and as on March 31, 2023, the post of Compliance Officer was vacant which was afterwards filled by Ms. Divya Modi on August 14, 2023. Sub-section (4) of section 203 of the Companies Act, 2013, inter alia, provides that if the office of any KMP is vacated, the resulting vacancy shall be filled up by the Board at a meeting of the Board within a period of six months from the date of such vacancy. Accordingly, it has been alleged that OCAL, by not appointing a KMP, i.e., the Company Secretary within the specified time period of 6 months from the date of vacancy, has violated clause (g) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "SEBI (LODR) Regulations, 2015 (Regulation 30(2) read with Part A of Schedule III)": "66.4. I have perused the allegations and the submissions. At the outset, I find that the delay in making disclosures to the stock exchanges has been accepted by OCAL, even though the reasons for delay range from intervening weekends to unknown reasons. Further, I note that all the particulars that were highlighted in the SCN, were material. I also note that sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations, inter alia, states that events specified in Para A of Part A of Schedule III are deemed to be material events and listed entity shall make disclosure of such events within 24 hours.", "SEBI (LODR) Regulations, 2015 (Regulation 4(2)(f))": "70.7. Further, I note that article (2) of sub-clause (i) of clause (f) of sub-regulation (2) of regulation 4, articles (2), (6), (7) and (8) of sub-clause (ii) of clause (f) of sub-regulation (2) of regulation 4 and articles (1), (3), (6) and (12) of sub-clause (iii) of clause (f) of sub-regulation (2) of regulation of the LODR Regulations create specific and direct liability of the board of directors. Further, sub-clause (ii) of clause (f) of sub-regulation (2) of regulation 4 of the LODR Regulations specifically deals with key functions of the board of directors such as meeting the expectation of operational transparency to stakeholders and also Monitoring and managing potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets...", "SEBI (LODR) Regulations, 2015 (Sub-regulation (8) of Regulation 17)": "70.6. In addition to the above, I note that Pandoo Naig had given CEO-CFO certification under sub-regulation (8) of regulation 17 of the LODR Regulations for FY 2019 to FY 2022 and he was also signatory to the Financial statements for FY2019 to FY2023, which were misrepresented/misstated. I note that as CFO, he had an important role to play under LODR Regulations in order to enhance investor\u2019s trust and confidence in a company.", "SEBI Act, 1992 (Section 27)": "70.3. I note that a company, being an artificial person, cannot act by itself and that it acts through its individual directors/KMPs, who are expected to discharge their responsibilities on behalf of the company. In this regard, I note that section 27 of the SEBI Act, 1992, provides for the liability of certain persons who were in charge of and were responsible to the Company where the contravention is committed by a Company. In other words, the said section provides for the vicarious liability in respect of the violations committed by such company." } }, "chunk_22": { "analysis_of_arguments": "The regulator contends that the individuals, by virtue of their positions and decision-making authority, bear responsibility for the false or misleading financial statements and disclosures. The respondents argue that they were not involved in daily operations or did not exercise direct control over the disclosures, claiming reliance on qualified professionals. The regulator counters that the signatories, by virtue of holding directorial or CFO positions and being actively involved in key decisions, cannot distance themselves from the misleading statements.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have published misrepresented or misstated financial statements from FY2019 to FY2023. During the period under investigation, individuals including Mr. Pandoo Naig (Managing Director/CFO), his father, Mr. Prabhakara Naig (Promoter and Whole-Time Director), and others played key roles in the company\u2019s affairs. They signed financial statements and provided CEO-CFO certifications. The investigation indicates that key decisions and daily operations were controlled or influenced by them. Each has disclaimed full responsibility, stating that qualified professionals handled most tasks. This final order section primarily addresses whether these individuals can be held liable for OCAL\u2019s alleged misrepresentations, following earlier investigative steps by the regulator.", "final_status": "Not mentioned in the excerpt.", "formatted_summary": "In this section of the final order concerning Onelife Capital Advisors Limited, the regulator addresses allegations that certain company officials, including the Managing Director, Promoter/Whole-Time Director, and CFO, played instrumental roles in producing and approving misstated financial statements between FY2019 and FY2023. Each official argues limited involvement, while the regulator points to their official capacities, decision-making authority, and signatures on key certificates as evidence of responsibility. The order concludes that these individuals violated multiple provisions under the SEBI Act, PFUTP Regulations, and LODR Regulations, holding them accountable for inaccuracies in the company\u2019s public financial disclosures.", "held": "The order finds that the relevant directors and CFO were involved in or responsible for OCAL\u2019s misrepresentations. They are held accountable under the cited regulations because of their roles in certifying and approving the impugned financial statements and disclosures. This ruling underscores the elevated standard of diligence required of senior management and directors in upholding transparent corporate disclosures.", "latin_principles": { "inter alia": "Paragraph 71.3: \u201cThe Noticee, inter alia, submitted that he was not involved in the day today functioning of the company...\u201d" }, "legal_issues": "Whether the directors and key managerial personnel can be held personally responsible for the alleged misrepresentations in the company\u2019s financial statements. Whether signatories to the financial statements and CEO-CFO certificates can disclaim liability, and whether their roles and involvement satisfy grounds to impose accountability under relevant securities regulations.", "statutes": { "Companies Act, 2013": "Excerpt (around 100 words from paragraph 72.1 referencing Companies Act, 2013): \u201c...It has been observed that Mr. Manoj Malpani was the CFO of the company from June 23, 2022 to April 01, 2024. He was a KMP in the company by virtue of his designation as the CFO in terms of the Companies Act, 2013. It has also been observed that... being CFO of the company during FY2023, was in charge of the financial functions and decision making process and therefore, responsible for misrepresentation/misstatement of financials committed by the company during FY2023...\u201d", "LODR Regulations": "Excerpt (around 100 words from paragraphs 70.6, 70.7, 70.8, 70.9, 71.2, 71.3, 71.6, 71.7, 72.1, 72.2 referencing LODR Regulations): \u201c...Pandoo Naig had given CEO-CFO certification under sub-regulation (8) of regulation 17 of the LODR Regulations for FY 2019 to FY 2022... The board of directors is responsible for complying with these principles... Any liability arising out of the violation... is fastened on the board of directors... Noticee No. 2 is also in violation of sub-regulation (3) of regulation 18 read with clauses A(1) and (4)... Noticee No. 3... has failed in complying with the said provisions under the LODR Regulations... The transactions... are not in compliance with sub-regulations (2), (4) and (9) of regulation 23, etc.\u201d", "PFUTP Regulations": "Excerpt (around 100 words from paragraphs 70.9, 71.7 referencing PFUTP Regulations): \u201cIn view of the above discussions, I find that Mr. Pandoo Naig has violated the provisions of sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4... of the PFUTP Regulations... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992... Similarly, it is held that Mr. Prabhakara Naig (Noticee No. 3) has violated the provisions... regulation 3, sub-regulation (1) of regulation 4... of the PFUTP Regulations...\u201d", "SEBI Act, 1992": "Excerpt (around 100 words from paragraphs 70.5, 70.9, 71.4, 71.7 referencing SEBI Act, 1992): \u201c...He is responsible for the acts, omissions and the conduct of OCAL. On consideration, I find that by virtue of section 27 of the SEBI Act, 1992, Noticee No. 2 is also in violation of provisions of law that have been violated by OCAL... In view of the above discussions, I find that Mr. Pandoo Naig has violated the provisions of... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992... I find that in terms of section 27 of the SEBI Act 1992, Mr. Prabhakara Naig... is responsible for the contraventions committed by OCAL...\u201d" } }, "chunk_23": { "analysis_of_arguments": "The CFO contended that he was not involved in day-to-day management and relied on internal and statutory auditors\u2019 reviews. He argued that major decisions were taken by the Chairman and that he merely fulfilled the signatory requirement. The regulators maintained that, as a key managerial personnel, the CFO bore a duty to ensure the veracity of publicly disclosed financial data. The Audit Committee members claimed they had followed standard approval processes and had no reason to suspect fraudulent practices.", "cases_referred": [ "G.V. Films Limited vs. SEBI (Misc. Application No. 1634 of 2022 and Appeal No. 1043 of 2022)" ], "facts": "The dispute arises from alleged misstatements in Onelife Capital Advisors Limited\u2019s (OCAL) financial results for FY2023. Noticee No. 4 (the CFO) signed the CEO-CFO certification and was involved in finalizing the company\u2019s accounts. Regulatory authorities investigated various related-party transactions and the publication of possibly misleading financial statements. The CFO maintained that operational decisions were taken by the Chairman, while Audit Committee members stated that all disclosures were duly made. Prior to this stage, a show cause notice was issued, and replies were filed by the CFO and other Noticees, with references to earlier orders by the Securities Appellate Tribunal.", "final_status": "No final status indicated in the excerpt.", "formatted_summary": "This portion of the final order examines the CFO\u2019s role in signing misrepresented financial statements and submitting the CEO-CFO certificate for FY2023, as well as the Audit Committee\u2019s duties. Findings indicate that the CFO\u2019s key managerial position under the Companies Act, 2013 extended accountability for ensuring truthful disclosures. The adjudicator held that the CFO could not avoid liability simply by attributing decisions to other officers. While Audit Committee members claimed adequate disclosures, the regulator argued their oversight was insufficient. Relevant acts and regulations cited include the Companies Act, the SEBI Act, the PFUTP Regulations, and the LODR Regulations.", "held": "The adjudicating authority concluded that the CFO could not be fully exonerated and was liable for violations related to misleading financial statements, emphasizing the importance of the CFO\u2019s role in upholding accurate disclosures. The decision underscores the responsibility of key managerial personnel and Audit Committee members in maintaining investor confidence.", "latin_principles": {}, "legal_issues": "Whether the CFO and the Audit Committee members can be held liable for alleged misrepresentations in OCAL\u2019s financial statements and related-party transactions, and whether signing the CEO-CFO certification imposes responsibility for the accuracy of those statements.", "statutes": { "Companies Act, 2013": "72.1. It has been observed that Mr. Manoj Malpani was the CFO of the company from June 23, 2022 to April 01, 2024. He was a KMP in the company by virtue of his designation as the CFO in terms of the Companies Act, 2013. It has also been observed that Manoj Malpani, being CFO of the company during FY2023, was in charge of the financial functions and decision making process and therefore, responsible for misrepresentation/ misstatement of financials committed by the company during FY2023. As per the CEO-CFO certification in Annual Report for the FY2023, Manoj Malpani, CFO along with the Chairman and Executive Director of the company had filed the CEO-CFO certification as required under sub-regulation (8) of regulation 17 of the LODR Regulations and he was also one of the signatories to the financial statements for the FY2023 which were misrepresented/misstated.", "LODR Regulations": "72.3. I note that Manoj Malpani (Noticee No. 4) was CFO of OCAL from June 23, 2022 to April 01, 2024. Further, Manoj Malpani had also given the CEO-CFO certification for the FY2023 under sub-regulation (8) of regulation 17 of the LODR Regulations and the same has not been denied by him. I also note that he was also one of the signatories to the financial statements for FY2023 which were misrepresented/misstated. I note that CFOs have an important role to play under LODR Regulations in order to enhance investor\u2019s trust and confidence in a company. He was a KMP in the company by virtue of his designation as the CFO in terms of the Companies Act, 2013. In view of the above observations, I find that Noticee No. 4 is in violation of sub-regulation (8) of regulation 17 of the LODR Regulations.", "PFUTP Regulations": "72.7. In view of the above, the Noticee No. 4 has violated the provisions of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations read with section 27 (2) of the SEBI Act, 1992 during the FY2023. Further, I find that he is responsible for non-compliance of sub-regulation (8) of regulation 17 read with Part B of Schedule II of the LODR Regulations for filing CEO-CFO compliance certificate for the FY2023.", "SEBI Act, 1992": "72.7. In view of the above, the Noticee No. 4 has violated the provisions of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations read with section 27 (2) of the SEBI Act, 1992 during the FY2023. Further, I find that he is responsible for non-compliance of sub-regulation (8) of regulation 17 read with Part B of Schedule II of the LODR Regulations for filing CEO-CFO compliance certificate for the FY2023." } }, "chunk_24": { "analysis_of_arguments": "It was asserted that members of the Audit Committee did not sufficiently scrutinize the company\u2019s financials or the related-party transactions, thereby allowing misrepresentations. In response, the members contended they had acted diligently, relied on disclosures made, and found no basis to detect any fraudulent or irregular activities during their tenure.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) was alleged to have misrepresented its financial statements over multiple financial years. Noticees 5 to 9 served as Audit Committee members at different times during which these financial statements were approved, and they were accused of failing to perform adequate oversight. The allegations focused on potential misstatements in the company\u2019s accounts and related-party transactions. After an investigation, the matter proceeded to a final order addressing these allegations, based on the show-cause notices issued to the committee members.", "final_status": "disposed", "formatted_summary": "In this portion of the final order concerning OCAL, the adjudicating authority evaluated the role of Audit Committee members in approving allegedly misstated financial statements and related-party transactions. After reviewing the show-cause notice and responses, it was determined that these members had breached certain LODR Regulations, but were not personally liable under section 27 of the SEBI Act, 1992, acknowledging that they were not involved in daily operations.", "held": "The adjudicating authority concluded that Noticees 5 to 9 violated sub-regulation (3) of regulation 18 under the LODR Regulations by failing to ensure the accuracy of OCAL\u2019s financial statements. However, they were not held liable under section 27 of the SEBI Act, 1992 because they were not key managerial personnel and did not handle the day-to-day operations of the company. The decision underscores the requirement for audit committee members to uphold robust oversight but clarifies that liability does not automatically extend to them under all circumstances.", "latin_principles": {}, "legal_issues": "The primary legal issues include whether the Audit Committee members failed to exercise proper due diligence in reviewing OCAL\u2019s financial statements, whether they were liable under the SEBI Act for the alleged misstatements, whether the alleged actions contravened provisions of the PFUTP and LODR Regulations, and to what extent they were responsible for approving related-party transactions without necessary oversight.", "statutes": { "LODR Regulations": "78. On consideration, I find that the members of the Audit Committee failed to carry out adequate due diligence and exercise independent judgment to ensure that financial statements are free from misrepresentation/misstatement. Further, due diligence was also not exercised while approving the transactions with related parties executed by OCAL as detailed in this order. Accordingly, I find that Noticees Nos. 5 to 9 have not complied with the provisions of sub-regulation (3) of regulation 18 read with sub-clauses (1) and (4) of clause A under Part C of Schedule II of the LODR Regulations. However, in view of the facts and circumstances, I am of the view that Noticees Nos. 5 to 9, who were neither KMPs, nor looked after day-to-day functions of OCAL, cannot be held liable for the violation of OCAL in terms of section 27 of the SEBI Act, 1992, as alleged in the SCN.", "PFUTP Regulations": "Sr. No. 1, Alleged Violations: Misstatements/misrepresentation in financial (with respect to sales and purchase transactions) - (PFUTP and SEBI Act violations). Regulatory Provisions: Regulations 3(b), 3(c), 3(d), 4(1), 4(2)(e), (f), (k) \u0026 (r) read with 2(1)(b) \u0026 (c) of the PFUTP Regulations, Section 12A(a), 12A(b) \u0026 12A(c) of the SEBI Act, 1992 read with section 27 of the SEBI Act, 1992. Against Noticee Nos. 1, 2 and 3. Upheld in the order: YES [except Regulation 4(2)(e) of the PFUTP Regulations].", "SEBI Act, 1992": "74. The SCN alleged that Noticees Nos. 5 to 9, who were Audit Committee Members, failed to exercise due diligence while approving the misrepresentations in OCAL\u2019s financial statements and also while approving the transactions with related parties executed by OCAL, which led to publication of misrepresented/misstated financial results of the company to all the stakeholders. It has also been alleged that the Audit Committee members failed to discharge their duties as required under sub-regulation (3) of regulation 18 read with sub-clauses (1) and (4) of clause A under Part C of Schedule II of the LODR Regulations read with section 27 of the SEBI Act, 1992." } }, "chunk_25": { "analysis_of_arguments": "Briefly, the regulator\u2019s position was that the Noticees\u2019 omissions and inaccurate disclosures constituted non-compliance with mandatory provisions. The Noticees contended that they had not diverted funds and that any irregularities did not warrant penal action. They maintained that no shareholders were misled and that no unjust gains were realized from the transactions.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited, along with other Noticees, were issued a Show Cause Notice (SCN) by SEBI alleging that they had failed to comply with certain disclosure and governance requirements under the relevant regulations. The allegations included not obtaining shareholders\u2019 prior approval for certain loans, failing to disclose those loans in the required half-yearly statements, and making misstatements or misrepresentations in financial documents. The SCN proposed directions and monetary penalties against the Noticees. Prior to this final stage, the matter proceeded through investigation and issuance of the SCN, where the Noticees were called upon to respond before SEBI passed its final order.", "final_status": "The matter was disposed of through a final order, imposing directions and penalties on the Noticees.", "formatted_summary": "This section of the final order addresses alleged non-compliance with the SEBI Act, 1992; the PFUTP Regulations; and various LODR Regulations by Onelife Capital Advisors Limited and other Noticees. The SCN charged them with failing to disclose related-party transactions and to secure required approvals, as well as making misrepresentations in financial statements. It also noted the absence of any finding concerning fund diversion or disgorgement. SEBI\u2019s final order includes directions and penalties under the referenced provisions, confirming violations of governance and disclosure requirements, while also specifying the relevant penalty-imposition framework.", "held": "The adjudicating authority concluded that most alleged violations under LODR Regulations and certain PFUTP provisions were established against the Noticees. Penalties and directions were accordingly imposed, underscoring the importance of accurate disclosures and adherence to corporate governance norms.", "latin_principles": {}, "legal_issues": "Whether the Noticees violated the applicable regulations by failing to obtain necessary approvals and disclosures for related transactions, and whether they engaged in misstatements or misrepresentations in financial reporting, thereby breaching disclosure, corporate governance, and fair practice norms.", "statutes": { "LODR Regulations": "18. Failure in taking prior approval of shareholders for loan given to DSPL during FY 2023, Regulations 23(4) of the LODR Regulations, Against Noticee Nos. 1, 2 and 3, Upheld in the order: YES. \u2026 Other rows in the table similarly cite Regulations 23(9), 17(8), 18(3), 4(1), 4(2), 33(1)(c), 34(3) read with various Parts of Schedules under the LODR Regulations in connection with alleged failures of disclosure, certification, or governance.", "PFUTP Regulations": "20. Mis-utilization of funds regarding interest free loans given to PFPPL and OSIL, Regulations 3(d) and 4(1) read with regulations 2(1)(b) and (c) of the PFUTP Regulations and section 12A(c) of the SEBI Act, 1992, Against Noticee Nos. 1, 2 and 3, Upheld in the order: NO. \u2026 86. \u2026 In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations committed by Noticees 1, 2, 3 and 4 \u2026", "SEBI Act, 1992": "85. The relevant provisions are reproduced as under: SEBI Act, 1992 \u2026 (4) Without prejudice to the provisions contained in sub-sections (1), (2), (2A) and (3) and section 11B, the Board may, by an order, for reasons to be recorded in writing, in the interests of investors or securities market, take any of the following measures, either pending investigation or inquiry or on completion of such investigation or inquiry, namely: \u2014 (a) suspend the trading of any security in a recognised stock exchange; (b) restrain persons from accessing the securities market \u2026 (4A) Without prejudice to the provisions contained in sub-sections (1), (2), (2A), (3) and (4), section 11B and section 15-I, the Board may, by an order \u2026 levy penalty under sections 15A \u2026 15HA and 15HB after holding an inquiry in the prescribed manner. \u2026 86. I note that sub-section (1) of section 11 of the SEBI Act, 1992 lays down the duties of SEBI and section 11B of the SEBI Act, 1992 deals with power to issue directions. \u2026 87. I note that Section 15J of the SEBI Act provide for factors which are required to be considered for adjudging quantum of penalty \u2026", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "84. Further, I note that the SCN has contemplated directions against Noticees Nos. 1 to 9 under sub-section (4A) of section 11 and sub-section (2) of section 11B read with Rule 4 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 \u2026 imposing monetary penalty as stated in sections 15HA and/or 15HB of the SEBI Act, 1992." } }, "chunk_26": { "analysis_of_arguments": "The regulator contended that OCAL and the concerned directors published inaccurate financial information, thereby misleading investors. The noticees did not dispute the previous regulatory findings but highlighted the absence of a quantification of any disproportionate gains or losses in the SCN. They argued that no undue advantage was proven. SEBI, however, maintained that the history of violations and the misleading nature of the disclosures merited further penalties.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) and several of its directors were previously subject to regulatory action for alleged misdirections of IPO proceeds and misstatements of financial information. Prior orders issued in 2011, 2013, and 2014 imposed various restrictions and penalties on OCAL and its key individuals. In the present proceeding, a show cause notice (SCN) was issued, alleging continued misrepresentation of financial statements. Following the investigation, SEBI initiated a final inquiry and adjudication, which culminated in the present order on March 28, 2025. Prior to this final order, the company and individuals had also settled or served restrictions under earlier SEBI orders.", "final_status": "Disposed by final order, with penalties and restrictions imposed.", "formatted_summary": "This section details SEBI\u2019s final order against Onelife Capital Advisors Limited, citing previous regulatory history and alleging that the noticees misrepresented financial data. SEBI finds that the repeated failures and inaccuracies in disclosures violated multiple provisions under the SEBI Act and associated regulations. The order imposes monetary penalties on all noticees, accompanied by a one-year market access restriction for key directors, reflecting the regulator\u2019s emphasis on accurate and fair financial reporting.", "held": "SEBI found that OCAL and its directors committed misrepresentations and violated disclosure obligations. Accordingly, the order restrains certain noticees from accessing the securities market for one year and imposes monetary penalties on all noticees. This outcome reinforces regulatory scrutiny over financial disclosures and discourages repeated breaches of market regulations.", "latin_principles": { "inter alia": "88.1. SEBI, vide its order dated August 30, 2013 in respect of the IPO of OCAL, had issued directions in respect of OCAL and Mr. Pandoo Naig, whereby they were, inter alia, ordered to bring back the diverted IPO proceeds." }, "legal_issues": "Whether the noticees\u2019 alleged misrepresentation of financial statements and conduct related to IPO proceeds, along with failure to comply with disclosure and listing obligations, constituted violations warranting monetary penalties and other remedial measures.", "statutes": { "LODR Regulations": "86. I note that Section 15HA of the SEBI Act provides for imposition of penalty in case of fraudulent and unfair trade practices. In the extant matter, penalty under section 15HA is attracted for the violations of the PFUTP Regulations committed by Noticees 1, 2, 3 and 4. I also note that for the violation of the LODR Regulations, Noticees Nos.1 to 9 are liable for imposition of penalty under Section 15HB of the SEBI Act which provides for penalty for failure to comply with any provision of the SEBI Act, the rules or the regulations made or directions issued by SEBI for which no separate penalty has been provided.", "PFUTP Regulations": "86. I note that sub-section (1) of section 11 of the SEBI Act, 1992 lays down the duties of SEBI and section 11B of the SEBI Act, 1992 deals with power to issue directions. I note that Section 15HA of the SEBI Act provides for imposition of penalty in case of fraudulent and unfair trade practices committed by any person. In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations committed by Noticees 1, 2, 3 and 4.", "SEBI (Merchant Bankers) Regulations, 1992": "88.4. The proceedings initiated by SEBI against OCAL in its capacity as a stock broker and merchant banker for alleged violations of SEBI (Stock brokers and Sub-brokers) Regulations, 1992 and SEBI (Merchant Bankers) Regulations,1992 were settled by OCAL vide settlement order dated February 9, 2017.", "SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "90. In view of the foregoing, I in exercise of the powers conferred upon me in terms of sub-sections (1), (4) and (4A) of section 11, sub-sections (1) and (2) section 11B read with section 19 of the SEBI Act, 1992 and Rule 5 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules,1995, hereby issue the following directions: 90.1. Noticees Nos. 1, 2 and 3 are, hereby, restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities\u2026", "SEBI (Stock brokers and Sub-brokers) Regulations, 1992": "88.4. The proceedings initiated by SEBI against OCAL in its capacity as a stock broker and merchant banker for alleged violations of SEBI (Stock brokers and Sub-brokers) Regulations, 1992 and SEBI (Merchant Bankers) Regulations,1992 were settled by OCAL vide settlement order dated February 9, 2017.", "SEBI Act, 1992": "86. I note that sub-section (1) of section 11 of the SEBI Act, 1992 lays down the duties of SEBI and section 11B of the SEBI Act, 1992 deals with power to issue directions. I note that Section 15HA of the SEBI Act provides for imposition of penalty in case of fraudulent and unfair trade practices committed by any person. In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations committed by Noticees 1, 2, 3 and 4. I also note that for the violation of the LODR Regulations, Noticees Nos.1 to 9 are liable for imposition of penalty under Section 15HB of the SEBI Act which provides for penalty for failure to comply with any provision of the SEBI Act, the rules or the regulations made or directions issued by SEBI for which no separate penalty has been provided." } }, "chunk_27": { "analysis_of_arguments": "The document does not detail arguments from either side, focusing instead on final directives and references to the relevant statutory provisions.", "cases_referred": [], "facts": "A final order was issued in the matter of Onelife Capital Advisors Limited on March 28, 2025, in Mumbai by the Whole Time Member of the Securities and Exchange Board of India. The order records details of payments and directs service on all Noticees, Stock Exchanges, and other relevant parties to ensure compliance. The record indicates that the matter had been under regulatory scrutiny, culminating in this final direction and penalty. No additional factual background on the origins of the dispute is provided in the excerpt.", "final_status": "The matter was concluded with a final order coming into force immediately.", "formatted_summary": "This final order, issued by the Whole Time Member of SEBI, concludes the matter concerning Onelife Capital Advisors Limited and imposes monetary penalties alongside directives for compliance. The document sets out the effective date of the order, instructs service upon relevant entities, and references key provisions under the SEBI Act, 1992 and the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities) Regulations, 2003. The text does not detail the underlying factual events or legal arguments, focusing instead on the final enforcement measures and statutory context.", "held": "It was held that the order, along with its directives and penalties, takes immediate effect and must be duly circulated to all concerned for strict compliance.", "latin_principles": {}, "legal_issues": "Whether the entity and associated parties complied with the securities regulations and directives in connection with alleged market violations, leading to the imposition of penalties.", "statutes": { "SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities) Regulations, 2003": "2. (1) In these regulations, unless the context otherwise requires,\u2014\n(b) \u201cdealing in securities\u201d includes:\n(i) an act of buying, selling or subscribing pursuant to any issue of any security or agreeing to buy, sell or subscribe to any issue of any security or otherwise transacting in any way in any security by any persons including as principal, agent, or intermediary referred to in section 12 of the Act, either by themselves or through mule accounts;\n(ii) such acts which may be knowingly designed to influence the decision of investors in securities; and\n(iii) any act of providing assistance to carry out the aforementioned acts.\n(c) \u201cfraud\u201d includes any act, expression, omission or concealment committed whether in a deceitful manner or not by a person or by any other person with his connivance or by his agent while dealing in securities in order to induce another person or his agent to deal in securities, whether or not there is any wrongful gain or avoidance of any loss, and shall also include \u2014\n(1) a knowing misrepresentation of the truth or concealment of material fact in order that another person may act to his detriment;\n(2) a suggestion as to a fact which is not true by one who does not believe it to be true;\n(3) an active concealment of a fact by a person having knowledge or belief of the fact;\n(4) a promise made without any intention of performing it;\n(5) a representation made in a reckless and careless manner whether it be true or false;\n(6) any such act or omission as any other law specifically declares to be fraudulent,\n(7) deceptive behavior by a person depriving another of informed consent or full participation,\n(8) a false statement made without reasonable ground for believing it to be true.\n(9) the act of an issuer of securities giving out misinformation that affects the market price of the security, resulting in investors being effectively misled even though they did not rely on the statement itself or anything derived from it other than the market price.\nAnd \u201cfraudulent\u201d shall be construed accordingly;\n\n3. Prohibition of certain dealings in securities\nNo person shall directly or indirectly \u2014\n(a) buy, sell or otherwise deal in securities in a fraudulent manner;\n(b) use or employ, in connection with issue, purchase or sale of any security listed or proposed to be listed in a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of the Act or the rules or the regulations made there under;\n(c) employ any device, scheme or artifice to defraud in connection with dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange;\n(d) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with any dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange in contravention of the provisions of the Act or the rules and the regulations made there under.\n\n4. Prohibition of manipulative, fraudulent and unfair trade practices\n(1) Without prejudice to the provisions of regulation 3, no person shall indulge in a manipulative, fraudulent or an unfair trade practice in securities markets.\nExplanation. \u2013 For the removal of doubts, it is clarified that -\n(i) any act of diversion, misutilisation or siphoning off of assets or earnings of a company whose securities are listed or any concealment of such act or any device, scheme or artifice to manipulate the books of accounts or financial statement of such a company that would directly or indirectly manipulate the price of securities of that company, or\n(ii) transactions through mule accounts for indulging in manipulative, fraudulent and unfair trade practice shall be and shall always be deemed to have been included in sub-regulation (1).\n\u2026\u2026\u2026. \nThe above mentioned provision was substituted vide the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2024 with effect from July 01, 2024. Prior to the substitution, the provision reads as under -\n\u201cExplanation. \u2013For the removal of doubts, it is clarified that any act of diversion, misutilisation or siphoning off of assets or earnings of a company whose securities are listed or any concealment of such act or any device, scheme or artifice to manipulate the books of accounts or financial statement of such a company that would directly or indirectly manipulate the price of securities of that company shall be and shall always be deemed to have been considered as manipulative, fraudulent and an unfair trade practice in the securities market.\u201d", "SEBI Act, 1992": "Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control.\n12A. No person shall directly or indirectly \u2014\n(a) use or employ, in connection with the issue, purchase or sale of any securities listed or proposed to be listed on a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of this Act or the rules or the regulations made thereunder;\n(b) employ any device, scheme or artifice to defraud in connection with issue or dealing in securities which are listed or proposed to be listed on a recognised stock exchange;\n(c) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person, in connection with the issue, dealing in securities which are listed or proposed to be listed on a recognised stock exchange, in contravention of the provisions of this Act or the rules or the regulations made thereunder;\n\nDelegation\n19. The Board may, by general or special order in writing delegate to any member, officer of the Board or any other person subject to such conditions, if any, as may be specified in the order, such of its powers and functions under this Act (except the powers under section 29) as it may deem necessary.\n\nContravention by companies\n27 (1) Where a contravention of any of the provisions of this Act or any rule, regulation, direction or order made thereunder has been committed by a company, every person who at the time the contravention was committed was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the contravention and shall be liable to be proceeded against and punished accordingly: Provided that nothing contained in this sub-section shall render any such person liable to any punishment provided in this Act, if he proves that the contravention was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such contravention.\n(2) Notwithstanding anything contained in sub-section (1), where an contravention under this Act has been committed by a company and it is proved that the contravention has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of the contravention and shall be liable to be proceeded against and punished accordingly.\nExplanation: For the purposes of this section, \u2014\n(a) \u201ccompany\u201d means any body corporate and includes a firm or other association of individuals; and\n(b) \u201cdirector\u201d, in relation to a firm, means a partner in the firm." } }, "chunk_28": { "analysis_of_arguments": "No specific arguments from either party are reproduced in the excerpt. The document primarily sets out the statutory framework and amendments considered in determining compliance or non-compliance with SEBI\u2019s regulations and obligations.", "cases_referred": [], "facts": "This portion of the final order pertains to allegations against Onelife Capital Advisors Limited regarding potential manipulative or fraudulent practices in the securities market. The matter proceeded through regulatory scrutiny under relevant SEBI regulations, culminating in a final adjudication. The text reproduces various provisions and amendments used to assess whether the entity\u2019s conduct violated applicable regulations and listing obligations before the regulatory authority issued its final decision.", "final_status": "disposed", "formatted_summary": "This section of the final order details the regulatory backdrop for prohibiting fraudulent or manipulative activities in securities trading and the corresponding disclosure obligations for listed companies. It traces various amendments in the SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, illustrating how these rules evolved. The Companies Act, 2013 is also referenced for defining related parties. The excerpt emphasizes transparent conduct in the securities market and accurate, timely disclosures under applicable regulations.", "held": "The excerpt does not provide the final determination on liability or penalty. However, it reaffirms that contraventions of SEBI\u2019s regulations on fraudulent practices and disclosure requirements are subject to regulatory enforcement.", "latin_principles": {}, "legal_issues": "Whether the entity engaged in manipulative or fraudulent trading practices under the cited SEBI regulations and whether it complied with the applicable listing obligations and disclosure requirements.", "statutes": { "Companies Act, 2013": "Under section 2(76), a \u2018related party\u2019 includes any director or key managerial personnel of the company or their relatives, and other entities under common control. Regulation 2(1)(zb) of the Listing Regulations directly references the Companies Act, 2013 to define \u2018related party,\u2019 thereby aligning the definitions used for corporate governance and disclosure requirements in listed entities.", "SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021": "Effective April 1, 2022, these amendments substituted clause (zc) to broaden the definition of a related party transaction so that it applies to transactions benefiting a related party of the listed entity or any of its subsidiaries. Previously, \u2018related party transaction\u2019 meant a transfer of resources, services, or obligations between a listed entity and a related party, regardless of whether a price was charged.", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "These regulations outline disclosure standards for listed entities. For instance, Regulation 2(1)(zb) defines \u201crelated party,\u201d including persons or entities forming part of the promoter group or holding a specified percentage of shareholding. Regulation 2(1)(zc) defines \u201crelated party transaction\u201d as involving a transfer of resources or obligations benefiting a related party. Regulation 4 prescribes principles of disclosure, requiring listed entities to ensure accurate, timely, and non-misleading information. It also mandates compliance with prescribed accounting standards and the interest of stakeholders in preparing financial statements.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018": "These regulations took effect from February 01, 2019, substituting provisions such as clause (e) and clause (f). Prior to the substitution, sub-clause (e) read: \u201cany act or omission amounting to manipulation of the price of a security.\u201d Similarly, sub-clause (f) read: \u201cpublishing or causing to publish or reporting or causing to report by a person dealing in securities any information which is not true or which he does not believe to be true prior to or in the course of dealing in securities.\u201d", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2022": "Effective January 21, 2022, sub-clause (k) was substituted regarding disseminating information or advice through any media that is false or misleading. Prior to this, it read: \u201cdisseminating information or advice through any media, whether physical or digital, which the disseminator knows to be false or misleading and which is designed or likely to influence the decision of investors dealing in securities.\u201d Sub-clause (r) was also substituted, referring to knowingly planting false or misleading news that may induce sale or purchase of securities.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2024": "The above mentioned provision was substituted vide the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2024 with effect from July 01, 2024. Prior to the substitution, the provision reads as under - \u201cExplanation. \u2013For the removal of doubts, it is clarified that any act of diversion, misutilisation or siphoning off of assets or earnings of a company whose securities are listed or any concealment of such act or any device, scheme or artifice to manipulate the books of accounts or financial statement of such a company that would directly or indirectly manipulate the price of securities of that company shall be and shall always be deemed to have been considered as manipulative, fraudulent and an unfair trade practice in the securities market.\u201d" } }, "chunk_29": { "analysis_of_arguments": "No arguments or counterarguments from any party are presented in the excerpt. It consists solely of regulatory and compliance provisions.", "cases_referred": [], "facts": "The document excerpt does not offer any factual background concerning the dispute or its procedural history. It primarily quotes and explains various provisions and amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, without discussing the underlying case facts or prior court/tribunal decisions.", "final_status": "No final outcome or case status is provided in the excerpt.", "formatted_summary": "This section contains excerpts from the Final Order discussing various clauses of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, alongside subsequent amendments introduced in 2021. The text details principles of disclosure, corporate governance, board obligations, audit committee roles, and procedures for related party transactions. No case facts, party arguments, or judicial determinations are included.", "held": "No holding or determination by the court is stated in the excerpt.", "latin_principles": {}, "legal_issues": "No specific legal issues are explicitly stated in the excerpt. The text focuses on compliance obligations, corporate governance, and disclosure requirements under the relevant SEBI regulations.", "statutes": { "SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021": "The above mentioned Explanation to provision was substituted with effect from April 01, 2022 by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. Prior to the substitution, the provision reads as under \u2013 \u201cExplanation. \u2013A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.\u201d The text also specifies changes to sub-regulations 23(1), 23(2), and 23(4) regarding material-related party transactions and shareholder approval.", "SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021": "The above mentioned provision was substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 with effect from January 01, 2022. Prior to the substitution, the provision reads as under \u2013 \u201cAll related party transactions shall require prior approval of the audit committee...\u201d This amendment also relates to Regulation 23, addressing approval requirements for related party transactions by the audit committee and independent directors.", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "Principles governing disclosures and obligations 4.(1) The listed entity which has listed securities shall make disclosures and abide by its obligations under these regulations, in accordance with the following principles: (a)Information shall be prepared and disclosed in accordance with applicable standards of accounting and financial disclosure. (b)The listed entity shall implement the prescribed accounting standards in letter and spirit in the preparation of financial statements taking into consideration the interest of all stakeholders and shall also ensure that the annual audit is conducted by an independent, competent and qualified auditor. (c)The listed entity shall refrain from misrepresentation and ensure that the information provided to recognised stock exchange(s) and investors is not misleading. (d)The listed entity shall provide adequate and timely information to recognised stock exchange(s) and investors. (e)The listed entity shall ensure that disseminations made under provisions of these regulations... (f) Responsibilities of the board of directors: The board of directors of the listed entity shall have the following responsibilities... (12) Members of the board of directors shall be able to commit themselves effectively to their responsibilities..." } }, "chunk_3": { "analysis_of_arguments": "OCAL and its representatives argue that all transactions were conducted in the ordinary course of business and properly recorded. They assert that there was no intent to inflate earnings or hide liabilities, and that any procedural lapses, including late disclosures, were unintentional. SEBI contends that revenue and expenses may have been manipulated, pointing to unusual transactions with subsidiaries and inconsistencies in approvals. Individual Noticees emphasize their limited roles or short tenures, maintaining that they relied on auditors and did not knowingly participate in any wrongdoing.", "cases_referred": [ "T. Takano v. SEBI (Civil Appeal No. 487-488 of 2022)", "Reliance Industries Limited v. SEBI (Criminal Appeal No. 1167 of 2022)", "G.V. Films Limited vs. SEBI (Misc. Application No. 1634 of 2022 and Appeal No. 1043 of 2022)" ], "facts": "Onelife Capital Advisors Limited (OCAL) and its key persons are alleged to have engaged in transactions that inflated revenue and expenses through related-party dealings with DSPL and DDEPL. SEBI issued a Show Cause Notice detailing potential misstatements in OCAL\u2019s financial statements. Multiple Noticees, including directors and audit committee members, submitted responses denying these allegations. Prior to this stage, the matter proceeded through investigations, issuance of notices, and collection of statements, culminating in this final order segment where various Noticees have provided their factual accounts and clarifications.", "final_status": "Not discernible from the excerpt provided", "formatted_summary": "Various Noticees associated with OCAL contest allegations of artificially enhancing the company\u2019s financial figures via related-party transactions. They maintain that the transactions were legitimate, disclosed, and not intended to mislead shareholders. SEBI\u2019s investigation questions the veracity of OCAL\u2019s financial reports and the extent of certain managers\u2019 diligence. The excerpt details the Noticees\u2019 denials, their reliance on audit committees and professional advisors, and procedural clarifications, while no definitive outcome is described here.", "held": "No conclusive decision is indicated in the provided text", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s financial statements were misrepresented through related-party transactions and whether the directors and key managerial personnel fulfilled their obligations to ensure accurate disclosures form the core legal disputes raised.", "statutes": { "Companies (Auditor\u2019s Report) (CARO) Report of FY 2021": "13.8. All operational decisions including those regarding payments for services availed were taken by Mr. Pandoo Naig and not by the Noticee . The loan transactions between Company and DSPL, the Companies (Auditor\u0027s Report) (CARO Report ) of FY 2021 and movement of funds (till May 31, 2022) occurred before the Noticee joined the Company. There is no ground to pass any directions against the Noticee or for imposing penalty on him.", "Sub-regulation (2) of regulation 23 of the LODR": "12.11. While prior RPT approval was not taken for all RPTs, all the RPTs have been ratified by shareholders of OCAL on September 30, 2024. Further, the RPTs among OCAL, DSPL and DDEPL do not meet the materiality threshold in terms of sub-regulation (2) of regulation 23 of the LODR, hence prior approval was not required;", "Sub-regulation (3) of regulation 18 of the LODR": "14.2. The Noticee submitted details of various activities followed and observed by the Audit Committee in compliance with the requirements of sub-regulation (3) of regulation 18 of the LODR Regulations." } }, "chunk_30": { "analysis_of_arguments": "No arguments or counterarguments from any parties are presented in this excerpt. It merely sets out the text of the applicable regulations and makes no reference to any specific position taken by the parties.", "cases_referred": [], "facts": "The excerpt does not provide background details of any factual dispute or the sequence of events pertaining to Onelife Capital Advisors Limited. It simply reproduces portions of a final order referencing provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Companies Act, 2013, without describing how the matter arose or the steps taken before issuance of this final order.", "final_status": "The excerpt does not disclose the final outcome of the case.", "formatted_summary": "This excerpt sets out several provisions from the SEBI (Listing Obligations and Disclosure Requirements) Regulations, including recent amendments, concerning the disclosure of related party transactions, material events, and audited financial statements, along with references to responsibilities of the audit committee and the role of chief executives and chief financial officers in ensuring compliance. The text also references the Companies Act, 2013 for additional disclosures and definitions. No factual background, arguments from involved parties, or final judicial determinations appear in this portion of the document.", "held": "No concluding determination or holding by the adjudicating authority is stated in the provided text.", "latin_principles": {}, "legal_issues": "The primary legal issue suggested by the excerpt concerns compliance with securities regulations, particularly regarding disclosure obligations, related-party transactions, accounting standards, and corporate governance frameworks applicable to listed entities.", "statutes": { "Companies Act, 2013": "\u201c34. (3) The annual report shall contain any other disclosures specified in Companies Act, 2013 along with other requirements as specified in Schedule V of these regulations. \u2026\n\n(4) reviewing, with the management, the annual financial statements and auditor\u2019s report thereon before submission to the board for approval, with particular reference to: (a) matters required to be included in the director\u2019s responsibility statement to be included in the board\u2019s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; \u2026\n\nFor the purpose of above disclosures directors\u2019 interest shall have the same meaning as given in Section 184 of Companies Act, 2013.\u201d", "SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021": "\u201cThe above mentioned provision was substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 with effect from April 1, 2022. Prior to the substitution, the provision reads as under - \u201c(4) All material related party transactions shall require approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not: \u2026\u2026\u2026\u2026.\u201d\u201d", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "\u201c23. (9) The listed entity shall submit to the stock exchanges disclosures of related party transactions in the format as specified by the Board from time to time, and publish the same on its website: \u2026\u2026\u2026..\n\nDisclosure of events or information. 30. (1) Every listed entity shall make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material. (2) Events specified in Para A of Part A of Schedule III are deemed to be material events and listed entity shall make disclosure of such events \u2026\u2026\u2026.\n\nFinancial results. 33. (1) While preparing financial results, the listed entity shall comply with the following: \u2026 (c) The standalone financial results and consolidated financial results shall be prepared as per Generally Accepted Accounting Principles in India: Provided that in addition to the above, the listed entity may also submit the financial results, as per the International Financial Reporting Standards notified by the International Accounting Standards Board. \u2026\n\nAnnual Report 34. (3) The annual report shall contain any other disclosures specified in Companies Act, 2013 along with other requirements as specified in Schedule V of these regulations. \u2026\n\nAccounting Standards 48. The listed entity shall comply with all the applicable and notified Accounting Standards from time to time. \u2026\n\nSCHEDULE II: CORPORATE GOVERNANCE PART B: COMPLIANCE CERTIFICATE [See Regulation 17(8)] The following compliance certificate shall be furnished by chief executive officer and chief financial officer: A. They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief: (1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (2) these statements together present a true and fair view of the listed entity\u2019s affairs and are in compliance with existing accounting standards, applicable laws and regulations. B. There are ... no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity\u2019s code of conduct. \u2026\n\nPART C: ROLE OF THE AUDIT COMMITTEE AND REVIEW OF INFORMATION BY AUDIT COMMITTEE [See Regulation 18(3)] A. The role of the audit committee shall include the following: (1) oversight of the listed entity\u2019s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; (2) recommendation for appointment, remuneration and terms of appointment of auditors; (3) \u2026 (4) reviewing, with the management, the annual financial statements and auditor\u2019s report thereon before submission to the board for approval, with particular reference to: (a) matters required to be included in the director\u2019s responsibility statement \u2026 (b) changes, if any, in accounting policies and practices \u2026 (f) disclosure of any related party transactions; \u2026\n\nSCHEDULE V: ANNUAL REPORT The annual report shall contain the following additional disclosures: A. Related Party Disclosure: 1. The listed entity which has listed its non-convertible securities shall make disclosures in compliance with the Accounting Standard on \u2018Related Party Disclosures\u2019 \u2026 (2A) Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group holding 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results. 3. The above disclosures shall not be applicable to listed banks.\u201d" } }, "chunk_4": { "analysis_of_arguments": "The Noticees uniformly deny wrongdoing, asserting that their roles were limited or that they adhered to proper procedures. Several argue that they provided full disclosures, met auditing and oversight requirements, and any omissions were minor or beyond their direct control. Some emphasize that they resigned or had marginal involvement during the relevant periods, while others contend that SEBI did not supply them with all relevant documents before making findings.", "cases_referred": [ "T. Takano v. SEBI (Civil Appeal No.487-488 of 2022)", "Reliance Industries Limited v. SEBI (Criminal Appeal No.1167 of 2022)" ], "facts": "This proceeding arises from a show cause notice issued against Onelife Capital Advisors Limited (OCAL) and several of its directors and officers concerning alleged inaccuracies in financial disclosures and related party transactions. Various individuals served on the Board or Audit Committee for different periods, with some resigning or claiming limited involvement. SEBI\u2019s investigation led to the issuance of the notice, after which each Noticee filed written submissions refuting the allegations. The matter proceeded with references to previously decided cases for guidance on procedural aspects, and the present text details the alleged infractions and the Noticees\u2019 respective contentions.", "final_status": "No final status has been indicated in the provided excerpt.", "formatted_summary": "In this segment of the final order, various Noticees respond to allegations concerning misrepresented financial statements and undisclosed related party transactions at Onelife Capital Advisors Limited. The Noticees emphasize their limited involvement or proper adherence to processes, including Audit Committee protocols. They contest SEBI\u2019s findings, asserting full disclosure of transactions or lack of control over day-to-day matters, and cite case precedents regarding procedural fairness. Alleged violations pertain to the SEBI Act, the PFUTP Regulations, and the LODR Regulations. The excerpt does not provide a final decision or ruling on the merits of the allegations.", "held": "No definitive holding or conclusion is provided in the excerpt.", "latin_principles": {}, "legal_issues": "Whether OCAL and its directors improperly presented financial statements, withheld or misstated related party transactions, and violated disclosure obligations forms the central legal question. The issues also include whether the company and its officers fulfilled their duties concerning prompt disclosures, oversight of financial reports, and accurate corporate governance practices.", "statutes": { "Ind AS 24": "Paragraph c) from Table No. 2: \u201cOCAL failed to disclose in its Annual Report, the RPTs with DDEPL for FY 2020 and with the Promoter/ Director of OCAL for FY 2022 and FY 2023. Non-disclosures of RPTs by OCAL in its Annual reports were not in accordance with Ind AS 24.\u201d", "LODR Regulations": "Extract from Table No. 2 (Violations observed) referencing the LODR Regulations: \u201c...clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, sub-regulation (2) of regulation 30 read with Part A of Schedule III, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations...\u201d", "PFUTP Regulations": "Mentioned in Table No. 2 (Violations observed): \u201c...sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations...\u201d", "SEBI Act, 1992": "From Table No. 2 (Violations observed): \u201c...sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992... read with section 27 of the SEBI Act, 1992...\u201d" } }, "chunk_5": { "analysis_of_arguments": "Some respondents contended they were not provided with certain documents during inspection and requested cross-examination. These requests were later withdrawn after clarifications were provided. SEBI maintained that adequate inspections and opportunities were given. The core dispute centers on alleged false compliance certificates, oversight lapses by the audit committee, and the responsibility of key managerial personnel for misstated financial data.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have published misstated financial statements between FY 2019 and FY 2023. Various directors and the CFO signed and certified these financial statements, and an audit committee was in place to oversee compliance. SEBI initiated proceedings on discovering potential misrepresentations, and show cause notices were issued. The Noticees were granted personal hearings, and they initially raised objections regarding access to documents and requests for cross-examination. Those objections were later withdrawn. Subsequently, SEBI proceeded to examine the matter on its merits, focusing on the possible misuse of funds, non-disclosures, and governance failures.", "final_status": "Reserved for judgment", "formatted_summary": "The excerpt addresses alleged misrepresentations in OCAL\u2019s financial statements from FY 2019 to FY 2023. SEBI issued notices to the company, its directors, the CFO, and audit committee members. Objections concerning document inspection and cross-examination were resolved, and the matter advanced for a merits-based review focusing on claims of misstated disclosures, misuse of funds, and governance shortcomings. The final outcome is yet to be determined.", "held": "No conclusive determination is contained in the excerpt. The order proceeds to evaluate the allegations and determine appropriate directions or penalties if the charges are substantiated.", "latin_principles": {}, "legal_issues": "Whether there were misrepresentations in the company\u0027s financial statements, whether funds were misused, whether related party transactions were disclosed or approved correctly, whether there was a failure in corporate governance, and whether the directors, CFO, and audit committee members failed in their respective duties.", "statutes": { "LODR Regulations": "He is responsible for acts of OCAL as ex-MD, CFO, ED. He was a signatory to the Financial Statements of OCAL for the FY 2019 to FY 2023, which were mis-stated/ misrepresented. He, as CFO, issued compliance certificate which is false and misleading. As Audit Committee member, he failed to exercise oversight. Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992", "PFUTP Regulations": "He is responsible for acts of OCAL as ex-MD, CFO, ED. He was a signatory to the Financial Statements of OCAL for the FY 2019 to FY 2023, which were mis-stated/ misrepresented. He, as CFO, issued compliance certificate which is false and misleading. As Audit Committee member, he failed to exercise oversight. Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992", "SEBI Act, 1992": "He is responsible for acts of OCAL as ex-MD, CFO, ED. He was a signatory to the Financial Statements of OCAL for the FY 2019 to FY 2023, which were mis-stated/ misrepresented. He, as CFO, issued compliance certificate which is false and misleading. As Audit Committee member, he failed to exercise oversight. Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992" } }, "chunk_6": { "analysis_of_arguments": "OCAL contends it provided advisory services to DSPL and DDEPL and likewise received professional services from these entities in developing a new application and expanding business operations. The regulator questions the authenticity of these documented services, highlighting the lack of conclusive supporting agreements or proof and suggesting that the transactions were merely intended to inflate OCAL\u2019s revenue and expenses.", "cases_referred": [], "facts": "The dispute arises from allegations by the regulatory authority that Onelife Capital Advisors Limited (OCAL) inflated its revenue and expenses through transactions with related entities DSPL and DDEPL from 2016 to 2023. In a prior stage, OCAL and its directors initially requested and then withdrew a cross-examination of certain co-noticees. The current proceeding follows an interim order-cum-show-cause notice, and the adjudicating authority has proceeded to examine whether OCAL\u2019s financial disclosures were misrepresented by recording advisory or professional services without adequate supporting evidence.", "final_status": "No final outcome is stated in the excerpt.", "formatted_summary": "The excerpt details the ongoing regulatory proceeding against OCAL, which is accused of inflating its accounts through cyclical transactions with DSPL and DDEPL. After withdrawing a demand for cross-examination, OCAL maintains that genuine services were provided and received. The regulator disputes this, citing insufficient evidence. The adjudicating authority has yet to make a final determination on the alleged misrepresentation and related securities law violations.", "held": "No definitive holding is provided in the excerpt, as the authority continues to evaluate whether the allegations of misrepresentation and regulatory violations are substantiated.", "latin_principles": {}, "legal_issues": "Whether OCAL and its directors violated relevant securities regulations through alleged misrepresentation of financials, mis-utilization of funds, undisclosed related party transactions, and failures in corporate governance and directorial responsibilities.", "statutes": { "LODR Regulations": "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to following allegations (i) Misrepresentation in financials (ii) Mis-utilization of funds (iii) Non approval and non-disclosures of RPTs (iv) Failure in Corporate Governance (v) Failure on the part of Directors/ KMPs (vi) Failure on the part of Audit Committee Members", "PFUTP Regulations": "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to following allegations (i) Misrepresentation in financials (ii) Mis-utilization of funds (iii) Non approval and non-disclosures of RPTs (iv) Failure in Corporate Governance (v) Failure on the part of Directors/ KMPs (vi) Failure on the part of Audit Committee Members", "SEBI Act, 1992": "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to following allegations (i) Misrepresentation in financials (ii) Mis-utilization of funds (iii) Non approval and non-disclosures of RPTs (iv) Failure in Corporate Governance (v) Failure on the part of Directors/ KMPs (vi) Failure on the part of Audit Committee Members" } }, "chunk_7": { "analysis_of_arguments": "OCAL contends that it legitimately provided and procured services from DSPL and DDEPL, including software development, business advisory, and operational support, offering sample emails and invoices as evidence. The investigating authority challenges the credibility of such evidence, noting overlaps in personnel, unclear documentation, and admitted financial inaccuracies, suggesting an absence of genuine proof for the claimed services.", "cases_referred": [], "facts": "An investigation was undertaken into transactions by Onelife Capital Advisors Limited (OCAL) with two entities, DSPL and DDEPL, concerning purported advisory and software development services. OCAL submitted emails and invoices to evidence these services, yet it was discovered that certain correspondences originated from individuals who were not employees of OCAL but rather affiliated with DSPL and DDEPL. Questions arose about the authenticity and substance of the services claimed, including alleged reciprocal arrangements for a \u201csuper app.\u201d OCAL acknowledged clerical errors and possible misreporting in financial entries, and Show Cause Notices prompted OCAL\u2019s replies which referenced sample emails and invoices without detailed proof of services rendered. The proceeding advanced on the basis of these submissions and responses, culminating in a final order.", "final_status": "No final determination is stated in the provided excerpt.", "formatted_summary": "The excerpt outlines an investigation into OCAL\u2019s claimed business dealings with DSPL and DDEPL. OCAL asserted it provided and received advisory and software-related services but produced limited and inconsistent evidence. The authority questioned the authenticity of emails and invoicing, highlighting that key correspondences were authored by non-OCAL personnel. OCAL admitted mistakes in financial entries, attributing them to clerical errors. While the excerpt points to possible misrepresentations in the financial records, it does not disclose the final disposition of the matter.", "held": "The excerpt indicates that the authority found significant discrepancies regarding the purported services, casting doubt on the authenticity of OCAL\u2019s claims. The specific outcome or penalty is not provided within the excerpt.", "latin_principles": {}, "legal_issues": "Whether OCAL misrepresented the nature and extent of its advisory and development transactions with DSPL and DDEPL and whether its financial disclosures were erroneous or misleading.", "statutes": {} }, "chunk_8": { "analysis_of_arguments": "The regulator contends that the financial statements and RPT disclosures by OCAL are inconsistent and inadequately supported. OCAL and its personnel argue that the variances resulted from clerical or organizational lapses, staff shortages, and incorrect accounting entries, rather than any intent to deceive. They maintain that services were actually provided, although documentation and disclosures may have been incomplete or mistaken.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) and its associated entities DSPL and DDEPL engaged in reciprocal arrangements for software development, advisory, and infrastructure services. During a regulatory investigation, mismatches emerged between OCAL\u2019s financial records and those of DSPL and DDEPL, especially concerning advisory services income and related party transactions. OCAL attributed these discrepancies to staff turnovers, inadvertent errors, and organizational lapses. The matter reached this final order stage after a show cause notice was issued, and various submissions were made by OCAL and its key managerial personnel in response.", "final_status": "No final status is specified in the excerpt.", "formatted_summary": "In this portion of the final order, OCAL\u2019s dealings and financial disclosures with its subsidiaries DSPL and DDEPL are scrutinized. Investigations revealed discrepancies in reported advisory services, omissions in related party disclosures, and potentially unsubstantiated claims about reciprocal services. OCAL admitted certain inaccuracies but attributed them to clerical mistakes and staff shortages rather than fraudulent intent.", "held": "No conclusive decision is provided in the excerpt.", "latin_principles": { "bona_fide_error_1": "21.3(c) It has also been alleged in the SCN that OCAL did not disclose certain sales and purchase transactions with related parties and loan transactions with related parties (Mr. Prabhakara Naig), in its half-yearly RPTs details filed by OCAL. In this regard, OCAL, in its reply dated December 16, 2024 (at paras 105 and 109) has stated that transactions have been duly disclosed under one head or the other, voluntarily in the financial statements for the relevant years. However, the absence of disclosures in the half-yearly statements was due to organizational lapses and bona-fide error.", "bona_fide_error_2": "21.3(d) Further, with respect to allegation of non-disclosure of interest free loan transactions of OCAL with PFPPL and OSIL in its half yearly RPTs disclosure (during FY-2018-19 and 2019-20) and failure to disclose RPTs with PFPPL in its Annual Report of FY 2018-19, it has been submitted by OCAL (in paras 117 and 119 of reply dated December 16, 2024) that any lapses are bona-fide errors without the intention to commit fraud." }, "legal_issues": "Whether OCAL misrepresented or failed to disclose its financial transactions accurately; whether there were bona fide errors or deliberate omissions in reporting related party transactions and advisory services income; and whether the reciprocal service claims lacked sufficient supporting evidence.", "statutes": {} }, "chunk_9": { "analysis_of_arguments": "The regulatory side contends that multiple inconsistent statements from OCAL\u2019s KMPs suggest no actual services were taken or provided, raising concerns of improper disclosure. OCAL maintains that certain employees assisted DSPL and DDEPL, yet concedes some directors did not fully know about service details. OCAL also notes it initially sought, then declined, cross-examination, arguing that some statements were misquoted or taken out of context.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) and its key managerial personnel (KMPs) are under scrutiny regarding certain professional services purportedly provided by or to its subsidiaries, DSPL and DDEPL. Various KMPs made statements about whether any actual services had been rendered, some indicating limited or no awareness of such services. OCAL initially sought cross-examination of two directors but later withdrew that request. The matter involves questions about the genuineness of these services, the accuracy of related party disclosures, and OCAL\u2019s classification of DSPL as a subsidiary or otherwise. Prior procedural steps included the issuance of a show cause notice (SCN), collection of statements from KMPs, and an inspection report from NSE examining OCAL\u2019s disclosures and transactions.", "final_status": "No final disposal is indicated in the provided excerpt.", "formatted_summary": "This segment of the final order details conflicting testimonies from OCAL\u2019s directors and officers about services allegedly rendered to or by DSPL and DDEPL, discusses OCAL\u2019s inconsistent classification of DSPL as a subsidiary, and examines incomplete related party disclosures. The company\u2019s decision not to pursue cross-examination is noted, and concerns are raised about the accuracy of OCAL\u2019s statements regarding its subsidiaries and financial transactions.", "held": "No definitive holding or conclusion is stated in the excerpt, as the order has not yet pronounced a final determination on the merits.", "latin_principles": {}, "legal_issues": "Whether OCAL correctly disclosed and conducted related party transactions with DSPL and DDEPL, and whether contradictory statements by KMPs undermine the validity of services reportedly provided or received. Questions also arise about the correctness of OCAL\u2019s classification of DSPL as a subsidiary and the authenticity of related disclosures.", "statutes": {} } }, "counsels": [], "delivered_date": null, "facts": "On October 30, 2022, SEBI initiated an investigation into Onelife Capital Advisors Limited (OCAL) after receiving a complaint alleging misrepresentation of financial statements and diversion of funds. The inquiry examined OCAL\u2019s transactions from April 1, 2018 to March 31, 2023, identifying unusual revenue spikes, intercompany dealings, and potential governance lapses. An Interim Order cum Show Cause Notice followed, imposing interim restrictions on OCAL and its promoters, who later appealed to the Securities Appellate Tribunal (SAT). The SAT provided limited relief but directed prompt disposal of the matter. Investigations subsequently explored alleged circular or inflated transactions with DSPL and DDEPL, interest-free loans to entities affiliated with the promoter group, and discrepancies in OCAL\u2019s reported financials. Show cause notices were issued to OCAL\u2019s directors, members of the audit committee, and key managerial personnel, all of whom denied intentional wrongdoing, attributing anomalies to clerical lapses, staff turnover, or unintentional errors. Over multiple hearings and document inspections, the matter proceeded to a final order dated March 28, 2025. The order addresses whether OCAL failed to disclose or obtain necessary approvals for material related-party transactions, whether it misrepresented financial statements, and whether the directors, CFO, and audit committee members breached corporate governance obligations.", "final_status": "Disposed through a final order dated March 28, 2025, imposing penalties and restrictions on certain noticees for the established violations.", "first_party": [ "1. Securities and Exchange Board of India" ], "grouped_statutes": { "Companies (Auditor\u2019s Report) (CARO) Report of FY 2021": [ "13.8. All operational decisions including those regarding payments for services availed were taken by Mr. Pandoo Naig and not by the Noticee. The loan transactions between Company and DSPL, the Companies (Auditor\u0027s Report) (CARO Report ) of FY 2021 and movement of funds (till May 31, 2022) occurred before the Noticee joined the Company. There is no ground to pass any directions against the Noticee or for imposing penalty on him.", "34) Additional mention of \u201cCompanies (Auditor\u2019s Report) (CARO) Report of FY 2021\u201d is not separately keyed in the text but found referencing the requirement for the auditor\u2019s remarks. The text does not appear again as a distinct item except in paragraph 13.8. No further separate occurrence is listed." ], "Income Tax Act, 1961": [ "On perusal of the Order dated September 17, 2024 of Income Tax Authority, as submitted by OCAL, I note that Income Tax Authority issued a show cause notice to OCAL for non-payment of TDS of INR 424 Lakh for services taken from DSPL. OCAL replied that \u201c...while computing the tax liability for the year under consideration, the assessee company based on the Tax Audit Report under Form3CA-3CD disallowed 30% of Rs. 4,24,00,000/- u/s. 40(a)(ia) of the Income Tax Act, 1961 on account of non-deduction of TDS, thereby not claiming the expenses while computing the total tax liability.\u201d", "From Table No. 2 (Violations observed) referencing LODR Regulations. Also referencing the Income Tax Act, 1961 in explaining TDS obligations, though the primary violation is under SEBI Act. The huge TDS of INR 424 Lakh was disallowed ...", "On perusal of the Order dated September 17, 2024 of Income Tax Authority, as submitted by OCAL, I note that Income Tax Authority issued a show cause notice ... 30% of Rs. 4,24,00,000/- u/s. 40(a)(ia) of the Income Tax Act, 1961 ... not claiming the expenses while computing total tax liability..." ], "Ind AS 24": [ "Paragraph c) from Table No. 2: \u201cOCAL failed to disclose in its Annual Report, the RPTs with DDEPL for FY 2020 and with the Promoter/ Director of OCAL for FY 2022 and FY 2023. Non-disclosures of RPTs by OCAL in its Annual reports were not in accordance with Ind AS 24.\u201d", "40.11. ... non-disclosure of RPTs entered into by OCAL with DDEPL ... was not in accordance with the Accounting Standard - Ind AS 24 dealing with related party disclosures.", "47. With respect to violation of Ind AS 24 regarding RPTs, it has been submitted that the absence of RPTs being reported specifically under the head of RPTs in the financial statement ... If it is not disclosed as such there is a disclosure violation. Hence, it is held that there is a disclosure violation ... required under Ind AS 24.", "Paragraph 48.7 (excerpt ~80 words): \u201c... In addition, OCAL failed to disclose the receipts/repayments of loans made from/to its promoter-director in the Annual Reports for FY2022 and FY2023 under RPT disclosures which was not in accordance with Ind AS 24. ...\u201d", "61.8. ... the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24..." ], "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": [ "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d)... the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 (\u201cSEBI Act, 1992\u201d), during the period from April 1, 2018 to March 31, 2023...", "1. Pursuant to a complaint dated October 30, 2022 ... probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) ...", "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds ... matter was investigated by SEBI for probable violations ... the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 ...", "Extract from Table No. 2 (Violations observed) referencing the LODR Regulations: \u201c...clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, sub-regulation (2) of regulation 30 read with Part A of Schedule III, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations...\u201d", "He is responsible for acts of OCAL as ex-MD, CFO, ED. ... Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with ... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations ...", "Exchange Observations- As per the company response, ... However, the Closing balance of Advance given to DSPL as per company\u2019s filing under Reg 23(9) for FY 2022-23, is Rs 267.61 lakhs only. Therefore, there appears to be error in RPT Filings.", "In terms of clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4 of the LODR Regulations, a listed entity is obligated to abide by the principles ... providing adequate and timely information etc. Further, in term of clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48, a listed entity shall comply with the relevant guidelines/Accounting Standards while preparing financial results/Annual Report.", "Further, I find that the acts of OCAL as discussed above are in violation of ... regulation 48 of the LODR Regulations.", "40.6. Thus, it has been alleged ... by not taking prior approval of Audit Committee for all the transactions ... sub-regulation (2) of regulation 23 of the LODR Regulations.\n\n40.7. ... more than 10% of the total consolidated turnover ... sub-regulation (4) of regulation 23 of the LODR Regulations ...\n\n40.10. ... it has also been alleged that OCAL violated the provisions of sub-regulation (9) of regulations 23 of LODR Regulations...\n\n40.11. As per clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e)... concluding that ... \u201cHence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) ... regulation 48 of the LODR Regulations.\u201d", "43. With respect to the requirement of shareholders\u2019 approval, ... Here the provisions of sub-regulation (4) of Regulation 23 of the LODR Regulations ...", "47. With respect to violation of Ind AS 24 regarding RPTs, ... Hence, OCAL has violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation ... thereby resulting in violation of ... regulation 4 of the LODR Regulations.", "Extract from Table No. 13 in the Order, referencing sub-regulation (4) of regulation 23, prior approval needed ... concluded violation of the LODR Regulations.", "Paragraph 48.7 (excerpt ~100 words): \u201c... Further, based on the details provided by OCAL, on perusal of the minutes of the Audit Committee meetings ... it was observed that OCAL did not obtain prior approvals ... Therefore, it is alleged that OCAL violated the provisions of sub-regulations (2) and (9) of regulation 23 of the LODR Regulations. ... Hence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4 ... and clauses (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 of the LODR Regulations.\u201d", "Paragraph 49 (excerpt ~100 words): \u201cOCAL submitted that FCHL is a related party ... prior approvals of the Audit Committee ... violated sub-regulation (2) of regulation 23 of the LODR Regulations.\u201d", "Paragraph 50 (excerpt ~100 words): \u201cWith respect to shareholder\u2019s approval, it has been submitted that shareholders have ratified ... there is a requirement of taking prior shareholder approval. ... Hence, it is held that ... violation of provisions of sub-regulation (4) of regulation 23 of the LODR Regulations.\u201d", "Paragraph 51 (excerpt ~100 words): \u201cOCAL has accepted that interest paid by OCAL to FCHL were not reported in half yearly filing with exchanges ... hence, violation of sub-regulation (9) of regulation 23 of the LODR Regulations for FY 2022.\u201d", "Paragraph 53 (excerpt ~100 words): \u201cThus, it is seen that OCAL has accepted that with respect to loan of INR 6.64 Crore taken from Mr. Prabhakara Naig, there are lapses ... Hence, OCAL has violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.\u201d", "Paragraph 54 (excerpt ~100 words): \u201cIt was found that the loans given by OCAL to DSPL ... more than 10% of the OCAL\u2019s previous year\u2019s consolidated turnover ... OCAL did not take prior approvals of the AC for loan transactions ... violation of sub-regulation (2) of regulation 23 of the LODR Regulations ... Further... not reported in half yearly RPT disclosures ... thereby violating sub-regulation (4) of regulation 23 of the LODR Regulations.\u201d", "78. On consideration, I find that the members of the Audit Committee failed to carry out adequate due diligence and exercise independent judgment ... not complied with the provisions of sub-regulation (3) of regulation 18 read with sub-clauses (1) and (4) of clause A under Part C of Schedule II of the LODR Regulations. ... they cannot be held liable under section 27 of the SEBI Act, 1992, as alleged.", "SEBI (LODR) Regulations, 2015: \u201cExchange Observations- As per the company response ... Therefore, there appears to be error in RPT Filings.\u201d", "In terms of clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4 ... Further, in term of clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 ... a listed entity shall comply with the relevant guidelines/Accounting Standards while preparing financial results/Annual Report.", "18. Failure in taking prior approval of shareholders for loan given to DSPL during FY 2023, Regulations 23(4) of the LODR Regulations, Against Noticee Nos. 1, 2 and 3, Upheld in the order: YES. ...", "SEBI (LODR) Regulations, 2015: \u201c40.6. Thus, it has been alleged in the interim order cum SCN that by not taking prior approval ... (4) of regulation 23 of the LODR Regulations. ... 40.10. ... sub-regulation (9) of regulation 23 ... 40.11. ...Hence, OCAL was alleged ... 48 of the LODR Regulations.\u201d", "Paragraph 48.5: \u201cIt has also been alleged that details of interest paid by OCAL ... sub-regulation (9) of regulation 23 of the LODR Regulations.\u201d\n\nParagraph 48.7 (excerpt ~100 words): \u201cFurther, ... it is alleged that OCAL violated the provisions of sub-regulations (2) and (9) of regulation 23 ... also resulting in misrepresentation in financial statements ... thereby resulting in violation of ... regulation 4 of the LODR Regulations.\u201d\n\nParagraph 49 (excerpt ~100 words): \u201cOCAL submitted that FCHL is a related party of OCAL ... prior approvals of the Audit Committee were not taken. ... violation of sub-regulation (2) of regulation 23 of the LODR Regulations.\u201d\n\nParagraph 50 (excerpt ~100 words): \u201cWith respect to shareholder\u2019s approval ... violation of provisions of sub-regulation (4) of regulation 23 of the LODR Regulations.\u201d\n\nParagraph 51 (excerpt ~100 words): \u201cOCAL has accepted that interest paid ... violation of sub-regulation (9) of regulation 23 of the LODR Regulations for FY 2022.\u201d\n\nParagraph 53 (excerpt ~100 words): \u201cThus, ... lapses in prior audit committee approval, ... annual statement under RPT ... violation of the LODR Regulations.\u201d\n\nParagraph 54 (excerpt ~100 words): \u201c... violation of sub-regulation (2) of regulation 23 ... also not reported in half yearly RPT filings, thereby violating sub-regulation (4) of regulation 23 of the LODR Regulations.\u201d", "61.8. Further, it has also been alleged that the failure to disclose RPTs with PFPPL in its Annual Report of FY2019 was not in accordance with Ind AS 24 and thus, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, clause (c) of sub-regulation (1) of regulation 33, sub-regulation (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations. This also resulted in misrepresentation ... thereby resulting in violation of ... regulation 4 of the LODR Regulations.", "66.4. I have perused the allegations and the submissions. At the outset, I find that the delay in making disclosures to the stock exchanges has been accepted by OCAL ... sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations ...", "67.1. During investigation, it was found ... the post of Compliance Officer was vacant ... Sub-section (4) of section 203 of the Companies Act, 2013 ... by not appointing a KMP within the specified time period ... has violated clause (g) of sub-regulation (1) of regulation 4 of the LODR Regulations.", "70.6. In addition to the above, I note that Pandoo Naig had given CEO-CFO certification under sub-regulation (8) of regulation 17 of the LODR Regulations for FY 2019 to FY 2022 ...", "70.7. Further, I note that ... sub-clause (ii) of clause (f) of sub-regulation (2) of regulation 4 of the LODR Regulations specifically deals with key functions of the board ...", "Excerpt (around 100 words from paragraphs 70.6, 70.7, 70.8, 70.9, 71.2, 71.3, 71.6, 71.7, 72.1, 72.2 referencing LODR Regulations): \u201c... The board of directors is responsible for complying with these principles... Noticee No. 2 is in violation of sub-regulation (3) of regulation 18 read with clauses A(1) and (4)... The transactions are not in compliance with sub-regulations (2), (4) and (9) of regulation 23, etc.\u201d", "72.3. I note that ... CFO of OCAL ... along with the Chairman and Executive Director of the company had filed the CEO-CFO certification as required under sub-regulation (8) of regulation 17 of the LODR Regulations ... He was also one of the signatories to the financial statements for FY2023 which were misrepresented/misstated.", "Sr. No. 1, Alleged Violations: ... LODR Regulations ... Upheld in the order: YES. ...", "85. The relevant provisions are reproduced as under: SEBI Act, 1992 ... (4) Without prejudice to the provisions ... (4A) Without prejudice to the provisions ... (b) restrain persons from accessing the securities market ... 86. I note that sub-section (1) of section 11 of the SEBI Act, 1992 ... In the extant matter, penalty under section 15HA of the SEBI Act is attracted for PFUTP ... I also note that for the violation of the LODR Regulations, Noticees Nos.1 to 9 are liable for imposition of penalty under Section 15HB of the SEBI Act ...", "88.4. The proceedings initiated by SEBI against OCAL ... alleged violations of SEBI (Stock brokers and Sub-brokers) Regulations, 1992 and SEBI (Merchant Bankers) Regulations,1992 were settled by OCAL vide settlement order dated February 9, 2017. No direct reference to LODR here except in context of prior compliance matters.", "90. In view of the foregoing, I ... hereby issue the following directions: 90.1. Noticees Nos. 1, 2 and 3 are, hereby, restrained from accessing the securities market ... etc. The violations of LODR Regulations lead to these directions being imposed." ], "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": [ "Paragraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under sub-section (4A) of sections 11 and sub-section (2) of section 11B read with sections 15HA and/or 15HB of the SEBI Act, 1992 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.\u201d" ], "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": [ "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d) and an examination conducted by National Stock Exchange of India Ltd. (NSE) based on internal alerts generated at their end, the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 (\u201cSEBI Act, 1992\u201d), during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d).", "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d) ... the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) ...", "Mentioned in Table No. 2 (Violations observed): \u201c...sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations...\u201d", "He is responsible for acts of OCAL as ex-MD, CFO, ED. ... Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations ...", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations ...", "Paragraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them ... for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations...\u201d", "26. I note that the interim order cum SCN, inter alia, alleged that misrepresentation/ mis-statement in financial statements and publishing the same, operated as a device to deceive and defraud investors dealing in the shares of OCAL. Accordingly, it has been alleged that OCAL has violated various provisions of the PFUTP Regulations.", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to following allegations (i) Misrepresentation ... (vi) Failure on the part of Audit Committee Members", "40.11. ... This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations ...", "47. With respect to violation of Ind AS 24 regarding RPTs ... resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations ...", "Excerpt ~100 words: \u201cHence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4, ... resulting in misrepresentation ... thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations...\u201d", "Paragraph 48.7 (excerpt ~100 words): \u201c... This also resulted in misrepresentation ... thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with ... PFUTP Regulations...\u201d", "61.7. Thus, it has been alleged that OCAL violated sub-regulation (d) of regulations 3 and sub-regulation (1) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-section (c) of section 12A of the SEBI Act, 1992 .", "63.7. ... This also resulted in misrepresentation of financial statements and other disclosures in the published financial statements thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations ... 64.2. ... It has been alleged that OCAL has violated sub-regulation (d) of regulation 3 read with ...", "Sr. No. 1, Alleged Violations: Misstatements/misrepresentation in financial (with respect to sales and purchase transactions) - (PFUTP and SEBI Act violations). Regulatory Provisions: Regulations 3(b), 3(c), 3(d), 4(1), 4(2)(e), (f), (k) \u0026 (r) read with 2(1)(b) \u0026 (c) of the PFUTP Regulations, Section 12A(a), 12A(b) \u0026 12A(c) of the SEBI Act, 1992 read with section 27 of the SEBI Act, 1992. Against Noticee Nos. 1, 2 and 3. Upheld in the order: YES [except Regulation 4(2)(e) of the PFUTP Regulations].", "86. I note that sub-section (1) of section 11 of the SEBI Act, 1992 lays down the duties of SEBI and section 11B of the SEBI Act, 1992 deals with power to issue directions. I note that Section 15HA of the SEBI Act provides for imposition of penalty in case of fraudulent and unfair trade practices committed by any person. In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations committed by Noticees 1, 2, 3 and 4 ...", "84. Further, I note that the SCN has contemplated directions against Noticees Nos. 1 to 9 under sub-section (4A) of section 11 ... read with Rule 4 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 imposing monetary penalty as stated in sections 15HA and/or 15HB of the SEBI Act, 1992. ... In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations ...", "20. Mis-utilization of funds regarding interest free loans given to PFPPL and OSIL, Regulations 3(d) and 4(1) read with regulations 2(1)(b) and (c) of the PFUTP Regulations and section 12A(c) of the SEBI Act, 1992, Against Noticee Nos. 1, 2 and 3, Upheld in the order: NO.", "Excerpt (around 100 words from paragraphs 70.9, 71.7 referencing PFUTP Regulations): \u201cIn view of the above discussions, I find that Mr. Pandoo Naig has violated the provisions of sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4 ... of the PFUTP Regulations... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992...\u201d" ], "Securities and Exchange Board of India Act, 1992": [ "1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) pertaining to alleged diversion of funds and misrepresentation in financial statements by Onelife Capital Advisors Limited (\u201cOCAL\u201d / \u201cthe Company\u201d) and an examination conducted by National Stock Exchange of India Ltd. (NSE) based on internal alerts generated at their end, the matter was investigated by SEBI for probable violations of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (\u201cPFUTP Regulations\u201d) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (\u201cLODR Regulations\u201d) read with provisions of the Securities and Exchange Board of India Act, 1992 (\u201cSEBI Act, 1992\u201d), during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d).", "Paragraph 5: \u201c5. Vide the SCN, Noticees Nos.1 to 3 were also called upon to show cause as to why suitable directions / prohibitions under sub-sections (1) and (4) of sections 11 and sub-section (1) of section 11B of the SEBI Act, 1992 including the directions of restraining them from accessing the securities market including buying, selling or otherwise dealing in securities in any manner whatsoever, directly or indirectly, for a specified period and further restraining them from associating with any listed company and any registered intermediary or any other directions as deemed fit by SEBI, should not be issued against them.\u201d\n\nParagraph 6: \u201c6. Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held against them in terms of Rule 4 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and penalty be not imposed on them under sub-section (4A) of sections 11 and sub-section (2) of section 11B read with sections 15HA and/or 15HB of the SEBI Act, 1992 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.\u201d", "From Table No. 2 (Violations observed): \u201c...sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992... read with section 27 of the SEBI Act, 1992...\u201d", "He is responsible for acts of OCAL as ex-MD, CFO, ED. He was a signatory to the Financial Statements of OCAL for the FY 2019 to FY 2023, which were mis-stated/ misrepresented. He, as CFO, issued compliance certificate which is false and misleading. As Audit Committee member, he failed to exercise oversight. Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4, clauses (e), (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations and sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to following allegations (i) Misrepresentation in financials (ii) Mis-utilization of funds (iii) Non approval and non-disclosures of RPTs (iv) Failure in Corporate Governance (v) Failure on the part of Directors/ KMPs (vi) Failure on the part of Audit Committee Members", "28. Sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 and sub-regulation (b), (c) and (d) of regulations 3 of the PFUTP Regulations, inter alia, prohibit, buying, selling, dealing in securities in a fraudulent manner, employment of any manipulative/ deceptive device, scheme or artifice to defraud in connection with dealing in securities, engaging in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with dealing in securities.", "November 16, 2021, November 17, 2021 and November 18, 2021 when the shares of the company were traded at INR 17.85, INR 18.45 and INR 18.3 respectively. Further, there was a significant increase in the number of public shareholders of OCAL during the investigation period. The misstatements in the financial statements, if correctly reflected, would have impacted the price of the scrip. This deceptive device operated as deceit upon investors by not reflecting correct financials. Thus, the acts of OCAL lead to violation of sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 read with sub-regulations (b), (c) and (d) of regulation 3 and sub-regulation (1) of regulation 4 of the PFUTP Regulations.", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to following allegations (i) Misrepresentation in financials (ii) Mis-utilization of funds (iii) Non approval and non-disclosures of RPTs (iv) Failure in Corporate Governance (v) Failure on the part of Directors/ KMPs (vi) Failure on the part of Audit Committee Members", "November 16, 2021, November 17, 2021 and November 18, 2021 when the shares of the company were traded at INR 17.85, INR 18.45 and INR 18.3 respectively. Further, there was a significant increase in the number of public shareholders of OCAL during the investigation period... This deceptive device operated as deceit upon investors by not reflecting correct financials. Thus, the acts of OCAL lead to violation of sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 read with sub-regulations (b), (c) and (d) of regulation 3 and sub-regulation (1) of regulation 4 of the PFUTP Regulations.", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations...", "He is responsible for acts of OCAL as ex-MD, CFO, ED. He was a signatory to the Financial Statements of OCAL for the FY 2019 to FY 2023, which were mis-stated/ misrepresented. He, as CFO, issued compliance certificate which is false and misleading. As Audit Committee member, he failed to exercise oversight. Sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992", "19.1. Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations...", "... Whether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations...", "... November 16, 2021, November 17, 2021... The misstatements in the financial statements... Thus, the acts of OCAL lead to violation of sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992...", "Excerpt (around 100 words from paragraphs 70.5, 70.9, 71.4, 71.7 referencing SEBI Act, 1992): \u201c...He is responsible for the acts, omissions and the conduct of OCAL. On consideration, I find that by virtue of section 27 of the SEBI Act, 1992, Noticee No. 2 is also in violation of provisions of law that have been violated by OCAL... In view of the above discussions, I find that Mr. Pandoo Naig has violated the provisions of... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992... I find that in terms of section 27 of the SEBI Act 1992, Mr. Prabhakara Naig... is responsible...\u201c", "Excerpt (around 100 words from paragraphs 70.9, 71.7 referencing PFUTP Regulations): \u201cIn view of the above discussions, I find that Mr. Pandoo Naig has violated the provisions of sub-regulations (b), (c) and (d) of regulation 3, sub-regulation (1) of regulation 4... of the PFUTP Regulations... sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992... Similarly, it is held that Mr. Prabhakara Naig ...\u201d", "Excerpt (around 100 words from paragraphs 70.6, 70.7, 70.8, 70.9, 71.2, 71.3, 71.6, 71.7, 72.1, 72.2 referencing LODR Regulations): \u201c... Noticee No. 2 is also in violation of sub-regulation (3) of regulation 18 read with clauses A(1) and (4)... The transactions... not in compliance with sub-regulations (2), (4) and (9) of regulation 23, etc. ...\u201d" ] }, "held": "The adjudicating authority concluded that OCAL\u2019s financial statements were misrepresented and that the company failed to make accurate disclosures or secure required approvals for material related-party transactions. The board of directors and designated officers were held liable for inadequate oversight and governance failures, resulting in monetary penalties and market-access constraints. Some audit committee members were found to have breached their oversight functions, though they were not personally liable under section 27 of the SEBI Act, 1992. The final order reinforced the principle that listed entities must maintain transparent financial disclosures and robust governance controls.", "latin_principles": { "bona_fide_error": "Excerpts from paragraphs in the SCN and replies indicate that OCAL attributed certain lapses to bona fide errors, organizational oversights, or unintentional omissions when failing to disclose some related-party transactions. The company insisted that it had no intent to defraud or conceal, arguing that these errors were corrected or ratified in later disclosures or shareholder approvals." }, "legal_issues": [ "Whether OCAL\u2019s alleged misrepresentations of financial information and possible diversion of funds contravene the SEBI Act, 1992, the PFUTP Regulations, and the LODR Regulations", "whether OCAL conducted related-party transactions without requisite approvals and disclosures", "whether the directors and key managerial personnel properly fulfilled their duties to ensure accurate disclosures", "and whether alleged circular revenue transactions, interest-free loans, or misstatements violated corporate governance norms and investor protection mandates." ], "prayer": "", "reserved_date": null, "second_party": [ "1. Onelife Capital Advisors Limited, Thane, Maharashtra", "2. Pandoo Naig", "3. Prabhakara Naig", "4. Manoj Ramgopal Malpani", "5. Ram Narayan Gupta", "6. Amol Shivaji Autade", "7. Sonam Satish Kumar Jain", "8. Dhananjay Chandrakant Parikh", "9. Gurunath Mudlapur" ], "statutes": { "Companies (Auditor\u2019s Report) (CARO) Report of FY 2021": "Excerpt (~90 words): \u201cCARO for FY 2021 observed that certain loan transactions between OCAL and DSPL, and related movements of funds, occurred before certain Noticees joined the company. Individual directors argued they had no role in approving or authorizing these transactions. OCAL maintained that the financial entries were recorded accurately, notwithstanding minor classification errors. The CARO findings influenced SEBI\u2019s assessment of whether the company\u2019s financial reporting complied with mandated disclosures and whether oversight had been exercised by key managerial personnel and the audit committee.\u201d", "Companies Act, 2013": "Excerpt (~100 words): \u201cUnder section 203(4), if a key managerial personnel vacancy arises, it must be filled by the board within six months. Investigations revealed OCAL took longer to appoint a new Company Secretary and did not swiftly disclose changes in CFO or directors, potentially contravening corporate governance norms. Additionally, directors must adhere to section 134(3)(c), ensuring that the annual accounts present a true and fair view. The Act\u2019s definitions of related parties and required disclosures align with LODR stipulations, reinforcing consistent governance standards across corporate legislation and securities regulations.\u201d", "Income Tax Act, 1961": "Excerpt (~100 words): \u201cIn certain proceedings, OCAL submitted an order from the Income Tax Authority dated September 17, 2024, showing that TDS of INR 424 Lakh was initially not deposited for services purportedly taken from DSPL. OCAL argued that while computing its taxable income, it disallowed 30% of the relevant expense for non-deduction of TDS. The matter highlighted the mismatch between accounting disclosures in financial statements and tax filings, though ultimate liability or penalty under the Income Tax Act was not central to SEBI\u2019s final determination in this case.\u201d", "Ind AS 24": "Excerpt (~100 words): \u201cInd AS 24 addresses the disclosure of related-party transactions in financial statements. It requires entities to identify relationships, transactions, and any outstanding balances with related parties. OCAL was alleged to have omitted key transactions with DSPL, DDEPL, and promoter-group entities in its annual reports for certain financial years. The disclosures were deemed insufficient for stakeholders to assess the potential conflicts or effects on the company\u2019s performance. SEBI concluded that a failure to comply with Ind AS 24 contributed to a lack of transparency and possible misrepresentation of OCAL\u2019s true financial position.\u201d", "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": "Excerpt (up to 100 words): \u201cRegulation 4 mandates that listed entities ensure accurate and timely disclosures. Regulation 23 addresses related-party transactions, requiring audit committee approval and, for material deals, shareholder approval. Regulation 30 requires prompt reporting of material events. Regulation 33 prescribes adherence to accounting standards for financial results, while Regulation 34 and Schedule V involve annual reports and further disclosures. Regulation 48 obligates compliance with notified Accounting Standards. Schedules detail the role of the board and audit committees in overseeing financial statements and ensuring that no misstatement or omission misleads stakeholders.\u201d", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "Excerpt (~100 words): \u201cRule 4 sets forth procedures for conducting inquiries and imposing penalties. Upon investigating alleged violations of the SEBI Act or regulations, SEBI issues a show cause notice and offers the noticees an opportunity to be heard. Submissions, documents, and evidence are examined, allowing the board to issue directions or monetary penalties under sections 15HA or 15HB of the SEBI Act, 1992. The adjudicating officer must record reasons in writing for imposing any penalty or passing any order.\u201d", "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": "Excerpt (up to 100 words): \u201cRegulation 3 forbids any person from directly or indirectly engaging in fraudulent dealings in securities, employing manipulative devices, or using schemes to defraud investors. Regulation 4(1) prohibits manipulative or unfair trade practices in the securities market. The Explanation clarifies that diversion, misutilisation, or siphoning of a listed company\u2019s assets which manipulates the price of its securities is deemed a fraudulent and unfair trade practice. Subsequent amendments have substituted certain clauses to address concealing financial data, planting misleading information, and other deceptive behaviors.\u201d", "Securities and Exchange Board of India Act, 1992": "Excerpt (up to 100 words from multiple paragraphs): \u201c(1) Without prejudice to the provisions of this Act, SEBI may, by order in writing, in the interests of investors or the securities market, take certain measures, including suspending trading, restraining access to the market, or levying penalties. (2) Section 12A prohibits employing manipulative or deceptive devices, defrauding in connection with securities, and engaging in any act or practice that operates as fraud. (3) Section 27 imposes liability on those in charge of a company\u2019s conduct for contraventions committed by the company, unless they prove lack of knowledge or due diligence.\u201d" }, "statutes_headnotes": { "Companies (Auditor\u2019s Report) (CARO) Report of FY 2021": "\u2014 Auditor\u2019s observations on related-party transactions \u2014 Statutory requirement for accurate disclosures and approvals \u2014 Reference made in Para 13.8 to loan transactions and movement of funds predating Noticee\u2019s tenure \u2014 No penalty imposed on Noticee due to lack of involvement \u2014 CARO compliance underscores necessity for thorough oversight and transparent governance.", "Income Tax Act, 1961": "\u2014 TDS obligations \u2014 Show cause notice issued for non-payment of TDS of INR 424 Lakh on services from DSPL \u2014 Assessee, while computing tax liability, disallowed 30% of Rs. 4,24,00,000/- under Section 40(a)(ia) for non-deduction of TDS \u2014 Expense not claimed in total tax computation \u2014 Statutory disallowance upheld.", "Ind AS 24": "\u2014 Non-disclosure of Related Party Transactions \u2014 OCAL failed to report RPTs with DDEPL, promoter-director, and PFPPL in its Annual Reports for FY2019, 2020, 2022, and 2023 \u2014 Such omissions contravened Ind AS 24\u2019s requirement for accurate disclosure of related-party dealings \u2014 Adjudicating authority held these non-disclosures as violations, emphasizing that listed entities must secure necessary approvals and maintain transparent financial statements \u2014 Monetary penalties and oversight measures imposed to uphold governance standards.", "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": "\u2014 Corporate Governance \u2014 Related Party Transactions \u2014 Failure to obtain prior approvals from Audit Committee and shareholders, held, in violation of sub-regulations (2), (4) and (9) of regulation 23 \u2014 Misrepresentation in financial statements and non-disclosure of material RPTs, held, contravening clauses (a), (b), (c), (d), (e), (g), (h), (i) and (j) of sub-regulation (1) of regulation 4, sub-clause (i) of clause (e) of sub-regulation (2) of regulation 4, regulation 30(2) read with Part A of Schedule III, regulation 33(1)(c), regulation 34(3) read with Part A of Schedule V and regulation 48 \u2014 Non-compliance with Ind AS 24 also established \u2014 Directors and KMPs found liable for inadequate oversight \u2014 Penalties and restrictions on market access imposed, emphasizing need for transparent disclosures in listed entities.", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "\u2014 Inquiry under Rule 4 \u2014 Noticees called upon to show cause \u2014 Alleged violations under SEBI Act, 1992, PFUTP Regulations, and LODR Regulations \u2014 Accusations of misrepresented financial statements and unapproved related-party transactions \u2014 Monetary penalties and restricted market access imposed \u2014 Directors and officers held liable for inadequate oversight \u2014 Some audit committee members found deficient in oversight but not personally liable \u2014 Emphasizes strict adherence to disclosure obligations and governance norms in listed entities.", "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": "\u2014 Misrepresentation in financial statements \u2014 Alleged diversion of funds and questionable related-party transactions \u2014 Directors, CFO, and ex-MD found liable under Regulations 3(b), 3(c), 3(d), 4(1) and 4(2)(f), (k), (r) read with Regulation 2(1)(b) \u0026 (c) \u2014 Violation of Section 12A of SEBI Act, 1992 established \u2014 Penalty imposed under Section 15HA \u2014 Failure to obtain required approvals and disclose material transactions \u2014 Corporate governance lapses held to contravene PFUTP Regulations.", "Securities and Exchange Board of India Act, 1992": "\u2014 PFUTP and LODR Regulations \u2014 Allegations of misrepresentation in financial statements and diversion of funds \u2014 Sub-sections (a), (b) and (c) of Section 12A invoked \u2014 Directors and KMP held accountable under Section 27 for corporate acts \u2014 Failure to secure approvals and disclosures for Related Party Transactions \u2014 Audit Committee oversight found lacking \u2014 Restrictive directions issued under Sections 11 and 11B, with monetary penalties and suspension of market access \u2014 Held that correct disclosures and robust governance are crucial in listed entities." } }, "summary": { "formatted_summary": "SEBI investigated Onelife Capital Advisors Limited based on allegations of inflated revenue, questionable related-party transactions, and misrepresented financial statements. Interim orders imposed restrictions, and appeals to the Securities Appellate Tribunal resulted in limited relief but accelerated proceedings. OCAL and its key officials denied wrongdoing, citing mere clerical or organizational lapses without fraudulent intent. The final order determined that OCAL failed to secure necessary approvals and accurately disclose material transactions, holding certain directors and officers liable for insufficient oversight. Monetary penalties and restricted market access were imposed, underscoring the importance of correct accounting and governance practices in listed entities." } }