{ "metadata": { "analysis_of_arguments": "SEBI contends that OCAL engaged in circular or inflated transactions with related parties, did not maintain proper records, misclassified certain financial entries, and failed to disclose or obtain necessary approvals for related party dealings, thereby misleading investors. The Noticees uniformly deny wrongdoing, asserting that all transactions were genuine business dealings supported by tax filings, auditor reviews, or subsequent shareholder ratifications. Several directors and key managerial personnel claim limited involvement in daily operations, emphasizing reliance on professional advisors and maintaining that any delays or omissions were either inadvertent or resulted from staffing and organizational lapses.", "bench": [], "case_number": [ "WTM/KV/CFID/CFID-CORD/31338/2024-25" ], "cases_referred": [ "T. Takano vs SEBI (Civil Appeal No. 487-488 of 2022)", "Reliance Industries Limited vs 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 passed in Civil Appeal No. 2595 of 2013)", "Commissioner of Income Tax (Central) -I, New Delhi vs. Vatika Township Private Ltd. (2014) 12 SCR 1037", "SEBI order dated August 30, 2013 in respect of IPO of OCAL", "SEBI order dated December 28, 2011 in respect of IPO of OCAL", "SEBI order dated November 28, 2014", "Settlement order dated February 9, 2017" ], "chunkwise_data": { "chunk_1": { "analysis_of_arguments": "SEBI contends that OCAL\u2019s revenue surge relied exclusively on transactions with related parties without proper contracts or disclosures, casting doubt on the legitimacy of those dealings. It is also alleged that the company reclassified certainLoan amounts as Capital Works-in-Progress only after regulatory scrutiny. Additionally, concerns are raised about the timing of key promoters offloading or encumbering significant shares and the company\u2019s belated efforts to ratify related-party transactions. The Noticees\u2019 detailed defenses are not fully elaborated in the provided text.", "cases_referred": [], "facts": "A complaint dated October 30, 2022, was submitted to SEBI alleging diversion of funds and misrepresentation in the financial statements of Onelife Capital Advisors Limited (OCAL). An examination by the National Stock Exchange followed, prompting SEBI to investigate potential violations by OCAL from April 1, 2018 to March 31, 2023. An Interim Order cum Show Cause Notice was issued on October 21, 2024, restricting certain Noticees from dealing in securities. The Show Cause Notice outlined concerns about unverified related party transactions, reclassification of financial entries, and possible risks to public shareholders. The matter subsequently proceeded to the stage of issuing a Final Order, after which Noticees were required to respond to the alleged violations and directions imposed.", "final_status": "The Final Order has been issued by SEBI, though the excerpt does not specify its concluding directives or whether penalties were ultimately imposed.", "formatted_summary": "SEBI received a complaint accusing Onelife Capital Advisors Limited of diverting funds and posting misleading financial information. An investigation identified irregular transactions with related parties, the reclassification of financial entries, and possible public shareholder risk. Through an Interim Order and Show Cause Notice, SEBI imposed temporary trading and directorial restrictions on key individuals and demanded their explanations for potential violations under multiple SEBI regulations. The final order reaffirms the regulator\u2019s stance on strict compliance with disclosure and governance obligations, reflecting the seriousness of alleged misrepresentations and emphasizing enhanced protection for shareholders.", "held": "From the information provided, the regulator maintained restrictions on certain Noticees\u2019 ability to trade in the securities market and hold directorial positions. The Order underscores the need for thorough disclosures and compliance with regulatory obligations, serving as a cautionary precedent for listed entities and their directors regarding governance failures and financial misrepresentations.", "latin_principles": {}, "legal_issues": "Whether OCAL and its directors engaged in misleading financial practices, failed to disclose crucial related party transactions, and breached listing and disclosure obligations, thereby contravening SEBI regulations and potentially jeopardizing shareholder interests.", "statutes": { "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": "\u201c1. Pursuant to a complaint dated October 30, 2022 \u2026 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 \u2026 during the period from April 1, 2018 to March 31, 2023.\u201d", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "\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": "\u201c1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) \u2026 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) \u2026 during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d).\u201d", "Securities and Exchange Board of India Act, 1992": "\u201c1. 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).\u201d" } }, "chunk_10": { "analysis_of_arguments": "OCAL asserts that DSPL is not a subsidiary, attributing discrepancies to typographical or clerical mistakes and emphasizing service arrangements for developing or integrating its \u201cTouch App.\u201d NSE notes inconsistencies between financial statements and RPT filings, casting doubt on the nature of services, related-party status, and the justification for large amounts spent. OCAL maintains that internal restructuring and cost allocations support its disclosures, while NSE challenges the correctness of these explanations.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) extended loans to Dealmoney Securities Private Limited (DSPL) and Dealmoney Distribution and E-Services Private Limited (DDEPL). Questions arose regarding whether DSPL was a subsidiary, leading to inquiries from the National Stock Exchange (NSE) on disclosure accuracy of related-party transactions. Different figures were reported in OCAL\u2019s financials and its RPT filings, and NSE identified mismatches, typographical errors, and possible misrepresentation of loan balances. OCAL also claimed DSPL and DDEPL provided advisory services for a software application called the \u201cTouch App,\u201d said to have been developed but not clearly launched. The loan balances were eventually converted into equity following NSE\u2019s objections and OCAL\u2019s internal reclassifications. The matter has reached a stage where prior communications and limited inspections by NSE are under review, but no final judicial or regulatory decision is included in this excerpt.", "final_status": "No final outcome is provided in the excerpt.", "formatted_summary": "The provided section details how OCAL reported financial transactions and related-party dealings with DSPL and DDEPL, resulting in questions from NSE. Allegations involve inconsistencies in disclosure figures and evidence of services claimed. OCAL contends that errors are typographical and that DSPL and DDEPL rendered legitimate services. The text outlines procedural steps, including NSE\u2019s inquiries and partial explanations regarding the completed \u201cTouch App,\u201d its cost, and subsequent loan reclassification and conversion to equity. No final determination or court decision is stated in this passage.", "held": "The excerpt does not include a conclusive holding or decision by the adjudicating authority.", "latin_principles": {}, "legal_issues": "Whether OCAL accurately disclosed related-party transactions and loan arrangements with DSPL and DDEPL, the legitimacy of services claimed to be provided, and the propriety of reclassifying or converting loans into capital work in progress and then equity form the principal questions under consideration.", "statutes": {} }, "chunk_11": { "analysis_of_arguments": "OCAL maintains that it complied with tax obligations and that the conversion of the loan into CWIP and eventually to equity was justified by business considerations relating to the Super App project. The authority questions the authenticity of these claimed services, highlighting inconsistent treatment of loans as income and the lack of supporting documentation, ultimately viewing these discrepancies as intentional misrepresentations.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) provided substantial loans to DSPL, which DSPL recorded as income in its books. Later, OCAL reclassified these amounts into Capital Work-in-Progress (CWIP) following inquiries from the National Stock Exchange (NSE) about a mismatch in accounting treatment. Eventually, the outstanding sums were converted into equity of DCPL, a company formed by DSPL\u0027s merger with DCPL, both connected to OCAL. OCAL was investigated for possible financial misrepresentations, including TDS and GST discrepancies. Before this final order, NSE conducted inspections, and the Income Tax Department also issued a show cause notice regarding non-payment of TDS.", "final_status": "A final order concludes that OCAL\u2019s financial statements were indeed misrepresented.", "formatted_summary": "The dispute centers on OCAL\u2019s classification of loan transactions to DSPL and the subsequent conversion into equity in DCPL. Investigations revealed inconsistencies in how these amounts were booked, prompting questions about potential financial misrepresentations. Although OCAL cited TDS and GST compliance and business rationales for its accounting treatment, the authority determined that documentation did not sufficiently prove legitimate services were rendered. The final order finds OCAL in violation of disclosure requirements and holds the company liable for having misstated its financial statements.", "held": "It was held that OCAL\u2019s financial disclosures were not in compliance with applicable guidelines and that it had violated the relevant provisions governing disclosure requirements, indicating that the company\u2019s accounting practices amounted to misrepresentation.", "latin_principles": {}, "legal_issues": "The primary issue is whether OCAL\u0027s accounting treatment of the loan amounts and subsequent conversion to equity, along with related TDS and GST matters, amounted to misrepresentation of its financial statements and violated applicable disclosure and accounting regulations.", "statutes": { "Income Tax Act, 1961": "d. 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 on the amount of INR 424 Lakh for the services taken from DSPL. In reply to the said show cause notice, OCAL submitted to the authority that \u0027\u2026while computing the tax liability for the year under consideration, the asessee company based on the Tax Audit Report issued by the Chartered Accountant under Form3CA-3CD disallowed expenses to the tune of 30% of the amount 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 for the year\u2026\u0027 e. I note that the Income Tax Authority, while accepting the submission of OCAL, observed the following - \u002711. In view of the above, the claim of the assessee is acceptable as the provisions of TDS are not applicable where there was no claim of expenditure made by the taxpayer. In the case under the consideration, the taxpayer has made suo-motto disallowance of the entire provisions under section 40(a)(i)(ia) of the IT Act, 1961\u2026\u0027", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "24. 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": "The regulator maintained that the company\u2019s published financial information was incomplete, unsupported by real transactions, and hence deceptive to shareholders and investors. The company, on the other hand, contended that no service or statement had been intentionally designed to induce or mislead public investors, asserting that it had complied with tax obligations and had no motive to commit fraud.", "cases_referred": [ "SEBI vs. Shri Kanaiyalal Baldevbhai Patel (Order dated September 20, 2017 passed in Civil Appeal No. 2595 of 2013)" ], "facts": "Onelife Capital Advisors Limited was alleged to have misstated or misrepresented its financial statements, with no proper evidence of services rendered or received and shifting explanations regarding transactions. Various inconsistencies were noted in the company\u2019s financial records, including related party transaction inaccuracies and unapproved loan conversions. Prior to the current stage, an interim order-cum-show cause notice was issued, and the company filed replies contending that no fraudulent intent was involved. Investigations followed, focusing on whether the published financial statements had deceived or misled investors trading in the company\u2019s shares.", "final_status": "Disposed by a final order", "formatted_summary": "This excerpt from the final order discusses findings against Onelife Capital Advisors Limited (OCAL) for allegedly misrepresenting its financial statements, thereby misleading investors. Investigations revealed insufficient supporting documentation for services rendered or received, inconsistencies in loan accounting, and questionable related party transactions. Although the company contended there was no fraudulent intent, regulators concluded that the published financials contained inaccuracies affecting informed investment decisions. The order examines whether such conduct amounts to violations under listing regulations (LODR) and the PFUTP framework. Ultimately, the authority found OCAL in violation of its disclosure obligations under LODR and determined that the misrepresentations constituted fraudulent practices under PFUTP.", "held": "It was held that Onelife Capital Advisors Limited had violated key disclosure and transparency obligations and engaged in a misleading practice by publishing misstated financials. The finding supports stricter enforcement of listing regulations and antifraud provisions, underscoring the importance of accurate financial statements for investor protection.", "latin_principles": {}, "legal_issues": "Whether the company\u2019s financial disclosures violated listing obligations and disclosure requirements, and whether publishing purportedly false or misleading financial statements amounted to a fraudulent device or scheme under the provisions prohibiting unfair trade practices in the securities market.", "statutes": { "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Paragraph 24)": "24. 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.", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Paragraph 25)": "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.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 26)": "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 (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 28)": "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.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 29)": "29. Further, sub-regulation (1) of regulation 4 of the PFUTP Regulations, inter alia, seeks to prohibit manipulative, fraudulent or unfair trade practices relating to securities market. The acts mentioned in the Explanation to sub-regulation (1) of regulation 4 of the PFUTP Regulations were already covered under sub-regulation (1) of regulation 4 as being fraudulent as well as unfair trade practices. What was earlier implicit has now been made explicit by adding the \u2018Explanation\u2019 to sub-regulation (1) of regulation 4 of the PFUTP Regulations with effect from October 19, 2020. The amendment in the above mentioned provision, though made effective from October 19, 2020, is a clarificatory explanation explaining the existing situation that acts of diversion/ mis-utilisation/ siphoning of funds of a listed company or employment of any device, scheme or artifice to manipulate the books of accounts or financial statements of such company, that would directly or indirectly manipulate the price of the securities of that company, thereby inducing the investors to deal in securities or to remain invested in the securities of that company, are fraudulent and amount to unfair trade practices relating to the securities market, which are covered under sub-regulation (1) of regulation 4 of the PFUTP Regulations.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 30)": "30. Further, the terms \u201cdealing in securities\u201d and \u201cfraud\u201d as defined in clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations, are inclusive. In terms of sub-clause (ii) of clause (b) of sub-regulation (1) of regulation 2 of the PFUTP Regulations, dealing in securities includes such acts which may be knowingly designed to influence the decision of investors in securities.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 31)": "31. Further, sub-regulation (2) of regulation 4 of the PFUTP Regulations lays down specific rules that prohibit conduct by deeming them fraudulent activities. In terms of clause (e) of sub-regulation (2) of regulation 4 of the PFUTP Regulations (prior to amendment), any act or omission amounting to manipulation of the price of a security, was deemed to be a fraudulent activity. The aforesaid provision was amended vide SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018, w.e.f. February 1, 2019. The amended provision provides that any act or omission amounting to manipulation of the price of a security including, influencing or manipulating the reference price or bench mark price of any securities is deemed to be a fraudulent activity.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 32)": "32. Further, in terms of clause (f) of sub-regulation (2) of regulation 4 of the PFUTP Regulations (prior to amendment), the act of publishing or causing to publish or reporting or causing to report by a person dealing in 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, was deemed to be a fraudulent activity. The aforesaid provision was amended vide SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018, w.e.f. February 1, 2019. The amended provision provides that the act of knowingly publishing or causing to publish or reporting or causing to report by a person dealing in securities any information relating to securities, including financial results, financial statements, mergers and acquisitions, regulatory approvals, which is not true or which he does not believe to be true prior to or in the course of dealing in securities, is deemed to be a fraudulent activity.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 33)": "33. Further, in terms of clause (k) of sub-regulation (2) of regulation 4 of the PFUTP Regulations (prior to amendment), an advertisement that is misleading or that contains information in a distorted manner and which may influence the decision of the investors, was deemed to be fraudulent or unfair trade practice. The said provision was amended vide the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018 w.e.f. February 01, 2019. The amended provision provides that an act of disseminating 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, was deemed to be fraudulent or unfair trade practice. The above provision was again amended with effect from January 25, 2022 vide the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2022. The amended provision provides that the act of disseminating information or advice through any media, whether physical or digital, which the disseminator knows to be false or misleading in a reckless or careless manner and which is designed to, or likely to influence the decision of investors dealing in securities, shall be deemed to be a fraudulent activity.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 34)": "34. In terms of clause (r) sub-regulation (2) of regulation 4 of the PFUTP regulation (prior to amendment), an act of publishing 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, was deemed to be a fraudulent activity. The said provision was amended vide the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018, w.e.f. February 01, 2019. The amended provision provides that an act of knowingly planting false or misleading news or information which may induce sale or purchase of securities, shall be deemed to be a fraudulent activity.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 36)": "36. With respect to the allegation of violation of cause (e) of sub-regulation (2) of regulation 4 of the PFUTP Regulations, I note that there is no evidence of manipulation of price of the shares of OCAL. However, the price of the shares is not truly and properly reflected due to misrepresentation of financials of the company. Accordingly, I find that the allegation of violation of cause (e) of sub-regulation (2) of regulation 4 of the PFUTP Regulations against OCAL is not established.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 37)": "37. 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. Financials 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 (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 38)": "38. It may be noted that in the matter of SEBI vs. Shri Kanaiyalal Baldevbhai Patel (Order dated September 20, 2017 passed in Civil Appeal No. 2595 of 2013), Hon\u2019ble Supreme Court held that \u201c37. It should be noted that the provisions of regulations 3 (a), (b), (c), (d) and 4(1) are couched in general terms to cover diverse situations and possibilities.\u201d", "Securities and Exchange Board of India Act, 1992 (Paragraph 35)": "35. I note that as per SCN, the scrip was trading on BSE at INR 20.25 on April 03, 2018 (first trading day of investigation period) which increased to INR 28.50 on April 19, 2018 before declining to INR 13.37 on March 31, 2023 (last trading day). On examining the price movement of shares of OCAL, it was found that there was a general decline in the price of the scrip after April 2018. I further note that Mr. Pandoo Naig sold his shares on November 16, 2021, November 17, 2021 and November 18, 2021 when the shares of the company were being traded at INR 17.85, INR 18.45 and INR 18.3 respectively. Further, I note that there was also 100% increase in the number of public shareholders of OCAL during the investigation period. Had the above instances of misstatement/ misrepresentation in the financial statements of OCAL been correctly reflected and published in the form of actual financials, the profit/ losses and financial position of the company would have been different from the reported financial statements, which would have bearing on the price of the scrip. I find that OCAL has used deceptive device, scheme or artifice which operated as deceit upon investors/ shareholders of OCAL by not reflecting the correct financials of the OCAL. Thus, I find that the acts of OCAL leads to violation of provisions 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_13": { "analysis_of_arguments": "The regulator contends that OCAL used deceptive practices by not accurately reflecting its financial position and by failing to properly disclose or approve related party transactions, thereby misleading investors. OCAL\u2019s defense appears to assert the absence of direct price manipulation and suggests that certain approvals were obtained, albeit without full clarity on the nature of transactions.", "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) was investigated for alleged misstatements in its financial statements across various financial years, which potentially influenced the company\u2019s share price and misled the investing public. During the same period, the number of public shareholders also increased. Regulatory scrutiny revealed multiple related party transactions with DSPL and DDEPL that were either not disclosed or not approved by the Audit Committee. The investigation culminated in a final order addressing OCAL\u2019s alleged non-compliance with pertinent regulatory provisions, including reporting, disclosure requirements, and the conduct of related party transactions.", "final_status": "This matter has been disposed of through a final order against OCAL.", "formatted_summary": "The final order addresses OCAL\u2019s alleged misrepresentation of financial statements, which potentially impacted share prices and investor decisions. The authority concluded that the improper disclosure and non-approval of related party transactions also violated regulatory requirements. It was held that OCAL\u2019s actions amounted to fraudulent and unfair practices, emphasizing the importance of proper financial disclosures and adherence to governance protocols in protecting investor interests.", "held": "OCAL was found to have engaged in fraudulent activities by misrepresenting its financial statements and failing to secure proper approvals for related party transactions, thus violating multiple regulations. The ruling emphasizes that accurate financial disclosures are critical for investor decision-making and underscores the strict enforcement of disclosure norms in future cases.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s misstatements in financial reports and its handling of related party transactions constitute a violation of securities regulations aimed at preventing fraudulent and unfair trade practices, as well as disclosure obligations under the LODR Regulations.", "statutes": { "LODR Regulations": "\u2026I 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": "\u2026the 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\u2026 Hence their misrepresentation has misguided investors in taking informed decisions and hence falls under fraudulent category.", "SEBI Act, 1992": "\u2026I find that OCAL has used deceptive device, scheme or artifice which operated as deceit upon investors/shareholders of OCAL by not reflecting the correct financials\u2026 Thus, I find that the acts of OCAL leads to violation of provisions 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": "Regulators contend that OCAL failed to obtain necessary approvals and did not provide thorough disclosures. OCAL acknowledges certain lapses but attributes them to technical or organizational errors, asserting that materiality thresholds were not met when considering consolidated turnover figures and that no fraudulent intent existed. The company states that all transactions were subsequently ratified and disclosed.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) engaged in repeated transactions of selling advisory services to DSPL and DDEPL, and purchasing professional services from them across several financial years (FY2019 to FY2023). These transactions were allegedly conducted without consistently obtaining prior approval from the Audit Committee, and certain material transactions were not disclosed in relevant half-yearly and annual statements. Although the company sought ratification from shareholders in an AGM, the resolution was initially rejected and was later passed through a postal ballot. Regulatory authorities allege that OCAL\u2019s disclosures did not accurately capture these related-party transactions, leading to possible misrepresentations in the annual financial statements. The proceedings currently focus on whether the required approvals and disclosures were adequately sought and provided.", "final_status": "No final determination is mentioned in the provided text.", "formatted_summary": "In this excerpt from the final order concerning Onelife Capital Advisors Limited, regulators cite alleged procedural and disclosure lapses in related-party transactions with two entities, DSPL and DDEPL. The transactions spanned multiple financial years, at times exceeding thresholds without prior audit committee and shareholder approvals. Authorities highlight that material events were not disclosed in various financial statements and half-yearly submissions, leading to accusations of misrepresentation. The company contends that any failures in disclosure were either technical or inadvertent, emphasizing that subsequent ratifications cured prior omissions.", "held": "No holding or definitive conclusion is provided within the excerpt. The text only outlines allegations and responses.", "latin_principles": { "bonafide": "Paragraph 40.12: \u201cOCAL admitted vide reply dated December 16, 2024 that prior RPT approval was not taken for all RPTs, but all RPTs have been ratified by shareholders of OCAL on September 30, 2024. After ratification these were notified to the exchanges. It has also been submitted that all RPTs have been duly disclosed in the financial statements of OCAL. The absence of the same being reported specifically under the head of RPTs in the financial statement of some of the financial years during which such transactions were undertaken, has been attributed to technical mistake, without the intent to fraudulently suppress/misrepresent. It has also been submitted that the absence of disclosure in half-yearly statements was due to organizational lapses and bonafide error.\u201d" }, "legal_issues": "Whether OCAL was obligated to secure prior approvals from the Audit Committee and shareholders for transactions with DSPL and DDEPL, and whether not disclosing or partially reporting such related-party transactions constitutes a violation of applicable regulations.", "statutes": { "Ind AS 24": "Paragraph 40.11: \u201cAs 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. 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 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.\u201d", "LODR Regulations": "Paragraph 40.6: \u201cThus, 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.\u201d Paragraph 40.7: \u201cWith 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).\u201d Paragraph 40.8: \u201cSimilarly, the advisory services provided by OCAL to DDEPL during FY 2020 and 2023 is more than 10% of the total consolidated turnover of the company for the previous FY. Similarly, the professional services taken by OCAL from DDEPL during FY2023 is more than 10% of the total consolidated turnover of the company for the previous FY. (Refer Table No. 8)\u201d Paragraph 40.9: \u201cOCAL 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.\u201d Paragraph 40.10: \u201cIt 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.\u201d Paragraph 40.11: \u201cAs 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. 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 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.\u201d", "PFUTP Regulations": "Paragraph 40.11: \u201cAs 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. 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 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.\u201d" } }, "chunk_15": { "analysis_of_arguments": "The Noticee argued that once consolidated post-merger turnover was considered, the related-party transactions ceased to meet materiality thresholds. OCAL also contended that the requirement for prior shareholder approval could not be given retrospective effect. SEBI maintained that OCAL should have obtained timely audit committee approval, that the turnover figures at the time of the transactions defined their materiality, and that only transactions executed on or after April 1, 2022 were subject to the revised prior approval requirement.", "cases_referred": [ "Commissioner of Income Tax (Central) -I, New Delhi vs. Vatika Township Private Ltd. (2014) 12 SCR 1037" ], "facts": "Onelife Capital Advisors Limited (OCAL) entered into related-party transactions (RPTs) with DSPL and DDEPL from FY 2019 to FY 2023 without obtaining the audit committee\u2019s prior approval. SEBI initiated proceedings alleging OCAL violated relevant LODR provisions for failing to secure approval before entering these transactions. OCAL later ratified the RPTs through shareholder resolutions after SEBI\u2019s investigation began. The company claimed the transactions were immaterial under post-merger consolidated turnover figures. However, SEBI maintained that the materiality of such transactions was to be assessed based on the turnover figures at the time they were entered into. A final order was subsequently passed.", "final_status": "The final order found the Noticee in violation of the relevant LODR provisions.", "formatted_summary": "This section addresses findings against Onelife Capital Advisors Limited for entering RPTs with DSPL and DDEPL without proper approvals under Regulation 23 of the LODR. The adjudicating authority concluded that OCAL breached requirements for audit committee approval and disclosure, and failed to procure shareholder ratification for material transactions in certain financial years. The amended requirement of prior shareholder approval was deemed inapplicable retroactively. OCAL\u2019s defense that consolidated turnover metrics lessened the transactions\u2019 materiality was rejected, as the relevant turnover figures were those in force at the time of each transaction.", "held": "It was held that OCAL committed breaches of sub-regulations (2), (9), and (4) of Regulation 23 by failing to secure the necessary audit committee and shareholder approvals. The amendment requiring prior approval was not applied retroactively to earlier transactions. The decision underscores the importance of strict adherence to procedural requirements for related-party transactions and clarifies that materiality must be based on financial statements in force at the time of the transaction.", "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 \u2026" }, "legal_issues": "Whether OCAL was obliged to obtain prior audit committee and shareholder approvals under Regulation 23 of the LODR when it engaged in RPTs with DSPL and DDEPL, and whether the amended requirement of prior shareholder approval could be applied retroactively to transactions predating April 1, 2022.", "statutes": { "LODR Regulations (sub-regulation (2) of regulation 23)": "41. From the reply submitted by the Noticee, it is seen that the Noticee has not given any explanation for the violation of not obtaining prior audit committee approval for a few transactions related to sale of advisory services to DSPL/DDEPL and purchase of professional services from DSPL/DDEPL during FY2019 to FY2023. Thus, it is held that violation of sub-regulation (2) of Regulation 23 of the LODR Regulations is established as OCAL failed to obtain audit committee approval in a few cases as outlined in Table Nos. 9 and 10 above.", "LODR Regulations (sub-regulation (4) of regulation 23)": "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 \u201cprior\u201d 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 \u2026", "LODR Regulations (sub-regulation (9) of regulation 23)": "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.", "PFUTP Regulations (sub-regulation (1) of regulation 4)": "43. \u2026 In the case of subordinate legislation like Rules and Regulations there is no authority vested to carry out retrospective amendment unless the retrospective amendments 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." } }, "chunk_16": { "analysis_of_arguments": "OCAL contended that any non-disclosure of related party transactions was a technical oversight with no intent to deceive. The adjudicating authority maintained that failure to secure required approvals and explicitly disclose RPTs contravened transparency obligations, thus constituting a regulatory breach. Both sides focused on the adequacy and timeliness of the company\u2019s disclosures and approvals.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) entered into various related party transactions (RPTs) from FY 2019 through FY 2023, including sales of advisory services and purchases of professional services from related entities DSPL and DDEPL, as well as loans taken from Family Care Hospitals Ltd. (FCHL) and a Promoter/Director. Shareholder and audit committee approvals for these transactions were not obtained or were delayed, with several RPTs ratified much later, often after initiation of regulatory investigation by NSE/SEBI. OCAL\u2019s financial statements, in certain years, did not adequately disclose these RPTs before scrutiny began.", "final_status": "No definitive final outcome is stated in the provided text.", "formatted_summary": "This excerpt from the final order against Onelife Capital Advisors Limited covers alleged failures to obtain timely board, audit committee, and shareholder approvals for significant related party transactions and loans. The company did not adequately disclose various RPTs and misreported these in its financial statements. Regulatory authorities identified repeated breaches of Ind AS 24 and the LODR Regulations. The order concludes that OCAL\u2019s actions constituted misrepresentation in published financial documents and amounted to non-compliance with disclosure norms. Although the text holds OCAL in violation, it does not provide a definitive final outcome on any imposed penalties or further measures.", "held": "It is held that OCAL violated key disclosure and approval requirements for material related party transactions, including Ind AS 24 reporting norms and the LODR Regulations, potentially misrepresenting its financial statements. These findings underscore the need for compliance with RPT disclosure standards in future cases.", "latin_principles": {}, "legal_issues": "Whether OCAL was required to obtain timely and prior shareholder and audit committee approvals for material related party transactions, whether delayed or omitted disclosures violated applicable regulations, and whether the non-disclosure of these RPTs amounted to misrepresentation in financial and regulatory filings.", "statutes": { "Ind AS 24": "In paragraph 47, it was submitted that the absence of RPTs being reported specifically under the RPT head in the financial statements of certain financial years was a technical mistake, lacking fraudulent intent. However, Ind AS 24 requires separate disclosure of RPTs to inform current and prospective shareholders, making non-disclosure a violation. The order holds that Onelife Capital Advisors Ltd. failed to disclose RPTs under Ind AS 24, resulting in a disclosure violation. The company thereby violated clauses (a) and (b) of sub-regulations (1) of regulation 4 and others under the LODR, and induced misrepresentation in published financial statements.", "PFUTP Regulations": "Also in paragraph 47, the order finds that the misrepresentation of financial statements and other disclosures amounts to 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. The adjudicating authority observed that these actions constituted misrepresentation in published statements and thus are encompassed under fraudulent or unfair trade practices. As a result, Onelife Capital Advisors Ltd. was held responsible for failing to maintain transparency and accurate reporting of related party transactions in its financial statements.", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "In paragraphs 46 and 48, the order details Onelife Capital Advisors Ltd.\u2019s failure to obtain timely shareholder and audit committee approvals for material related party transactions, as mandated under regulation 23 of the LODR Regulations. The company ratified certain transactions only after regulatory scrutiny started. Paragraph 48 notes that loans from FCHL and the promoter-director exceeded 10% of the company\u2019s turnover, requiring material RPT approvals under sub-regulation (4) of regulation 23. Additionally, the order cites non-disclosure or delayed disclosure of these transactions, contravening sub-regulations (2), (9), and other provisions that mandate transparent reporting and prior approvals." } }, "chunk_17": { "analysis_of_arguments": "The regulator contends that OCAL did not secure the requisite prior approvals or make complete disclosures of loans and interest payments to related parties. OCAL, on the other hand, argues that such lapses were unintentional or technical, undertaken under urgent circumstances without any fraudulent intent. It maintains that the transactions were either later ratified, did not harm shareholders, or were disclosed, albeit belatedly.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have engaged in a series of loan transactions with its promoter group entity (FCHL) and a director without obtaining the required prior approvals or making timely disclosures. Certain half-yearly and annual filings reportedly omitted or delayed the reporting of these related party transactions. Additionally, OCAL is stated to have granted loans to DSPL in amounts exceeding materiality thresholds without obtaining shareholder or audit committee approval beforehand. Following an inquiry by SEBI, these transactions and disclosures by OCAL became the subject of scrutiny, leading to the present proceeding.", "final_status": "No final disposal is provided in the excerpt.", "formatted_summary": "This portion of the Final Order examines the loan transactions entered into by Onelife Capital Advisors Limited with related parties FCHL and a director, as well as loans extended to DSPL. SEBI alleges that OCAL did not obtain the necessary prior approvals from its Audit Committee or shareholders before carrying out these transactions and failed to make timely and accurate disclosures in its half-yearly and annual filings. OCAL contends that any reporting delays or failures were technical lapses, but the authority concludes that the relevant regulatory requirements were not met, thereby constituting violations.", "held": "The adjudicating authority has concluded that OCAL committed violations by failing to obtain appropriate approvals and by not disclosing certain related party transactions as required. The decision underscores that even smaller lapses or delayed approvals constitute non-compliance and will be factored into the eventual penalty or directions to be imposed.", "latin_principles": { "bona-fide": "Paragraph 51: It was due to organizational lapses and bona-fide errors of judgment, they have not been disclosed under the specific head of RPTs." }, "legal_issues": "Whether OCAL complied with required disclosure obligations and obtained necessary prior approvals for related party transactions, and whether failures in approval or non-disclosure amounted to violations of regulatory requirements.", "statutes": { "Ind AS 24": "48.7. Further, based on the details provided by OCAL, on perusal of the minutes of the Audit Committee meetings of OCAL, it was observed that ... OCAL failed to disclose the receipts/repayments of loans made from/to its promoter-director, Mr. Prabhakara Naig in the Annual Reports for FY2022 and FY2023 under RPT disclosures which was not in accordance with Ind AS 24. 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.", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "48.5. Disclosure to stock exchanges 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.\n\n48.7. Further, 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 Mr. Prabhakara Naig during FY2022 and FY2023. Further, from the half yearly RPT filings made by OCAL with the exchanges, it was observed that 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. Therefore, it is alleged that OCAL violated the provisions of sub-regulations (2) and (9) of regulation 23 of the LODR Regulations. In addition, OCAL failed to disclose the receipts/repayments of loans made from/to its promoter-director, Mr. Prabhakara Naig in the Annual Reports for FY2022 and FY2023 under RPT disclosures which was not in accordance with Ind AS 24. 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. 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 (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003": "48.7. Further, 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 Mr. Prabhakara Naig during FY2022 and FY2023. ... Hence, OCAL was alleged to have violated ... 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_18": { "analysis_of_arguments": "OCAL contended that it either had general or delayed approvals for the transactions, that certain loans were ultimately converted or ratified, and that the non-disclosure was unintentional. OCAL also asserted that prior shareholder resolutions permitted these deals. The regulator maintained that the approvals were either missing or not obtained in a timely and specific manner, that the disclosures were incomplete, and that granting interest-free loans to loss-making promoter entities indicated mismanagement of funds, all of which violated the pertinent regulations.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have extended loans to a related entity, DSPL, without obtaining prior Audit Committee and shareholder approvals as required. These transactions occurred during FY2020 to FY2023. An investigation began following examination by NSE and subsequent scrutiny by SEBI. OCAL had also allegedly granted interest-free loans to two other promoter-related companies, leading to questions about misuse of funds. The dispute centers on whether OCAL disclosed and managed these related-party transactions properly. Procedurally, the matter proceeded from internal examinations and NSE findings to SEBI\u2019s investigation and culminated in this final order.", "final_status": "No definitive final disposition is stated in the excerpt.", "formatted_summary": "In this section of the final order concerning Onelife Capital Advisors Limited (OCAL), the regulatory authority examines OCAL\u2019s related-party loan transactions, focusing on alleged non-compliance with mandatory shareholder and Audit Committee approvals. The authority also addresses the allegation of interest-free loans to promoter-related companies, concluding that such actions resulted in regulatory violations under the LODR and PFUTP Regulations, as well as Section 12A(c) of the SEBI Act, 1992. OCAL\u2019s defenses are considered but found insufficient to negate the infringements outlined. The adjudicator holds that OCAL\u2019s actions contravened the relevant disclosure and approval obligations, indicating misuse of funds and misrepresentation in official statements.", "held": "The authority concluded that OCAL had breached provisions of the LODR and PFUTP Regulations by failing to secure the required approvals and disclosures for related-party loans and by misrepresenting certain financial information. The order finds OCAL responsible for these violations, holding them in contravention of applicable regulatory norms.", "latin_principles": { "bona fide": "Paragraph 60: \u201c...and any violations of Regulation 23(9) are nothing but bona fide errors...\u201d" }, "legal_issues": "Whether OCAL failed to obtain mandatory approvals and disclosures for related-party transactions under the LODR Regulations; whether the interest-free loans to promoter-related companies amounted to misuse of funds; and whether these actions constituted violations under PFUTP Regulations, as well as Section 12A(c) of the SEBI Act, 1992.", "statutes": { "Ind AS 24": "Paragraph 61.8 (excerpt): \u201cFurther, it has also been alleged that the failure to disclose RPTs with PFPPL... 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... resulting in misrepresentation of financial statements...\u201d", "the LODR Regulations": "Paragraph 54.2: \u201c54.2. It was noted from the above that OCAL did not take prior approvals... Thus, it has been alleged that OCAL violated the provisions of sub-regulation (2) of regulation 23 of the LODR Regulations.\u201d; Paragraph 54.3 (excerpt): \u201c...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.\u201d; Paragraph 54.4 (excerpt): \u201c...Thus, it has been alleged that OCAL violated the provisions of sub-regulation (9) of regulation 23 of the LODR Regulations...\u201d (Similar references appear in Paragraphs 56, 57, 58, 59, 60, and 61.8 regarding OCAL\u2019s non-compliance with LODR requirements.)", "the PFUTP Regulations": "Paragraph 61.8 (excerpt): \u201cFurther, it has also been alleged that the failure to disclose RPTs... 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", "the SEBI Act, 1992": "Paragraph 61.7: \u201c61.7. 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.\u201d" } }, "chunk_19": { "analysis_of_arguments": "The authority\u2019s position was that OCAL\u2019s interest-free loans resulted in a loss of income and were not properly highlighted in financial disclosures. OCAL maintained that these loans were part of a profit-sharing arrangement carried over from LSTPL and that no actual loss occurred. OCAL also contended that any omissions in related party transaction reporting were due to timing issues associated with the merger and subsequent accounting treatment.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) was alleged to have provided interest-free loans to two promoter-related entities, PFPPL and OSIL, causing a purported loss of interest income. Originally, these loans were extended by LSTPL, which later merged with OCAL through an NCLT order in 2019. After the merger, OCAL continued to advance and receive funds from PFPPL and OSIL. Questions arose about whether these transactions were properly disclosed in the company\u2019s financial statements and related party disclosures for FY2019 and FY2020. Following the issuance of notices and submission of replies, a final order was passed assessing the allegations of misuse of funds and nondisclosure of related party transactions.", "final_status": "The matter was disposed with a finding of partial violation.", "formatted_summary": "This section outlines allegations of interest-free loans extended by OCAL to related entities, along with arguments about potential misuse of funds, non-disclosure of related party transactions, and the final finding that some violations (particularly regarding disclosures) were established while alleged misuse of funds was not substantiated.", "held": "It was held that the alleged misuse of funds for loss of interest was not established, but OCAL did fail to appropriately disclose certain related party transactions, resulting in a conclusion of partial noncompliance.", "latin_principles": {}, "legal_issues": "Whether advancing interest-free loans to entities related to OCAL\u2019s promoters constituted misuse of corporate funds; whether disclosures in the annual reports regarding these transactions were adequate; and whether any profit-sharing arrangement negated the alleged loss.", "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": "61.8. 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_2": { "analysis_of_arguments": "The Noticees contended that all transactions were legitimate, duly recorded, and aimed at ordinary business purposes without intent to inflate revenue. They argued that tax deductions and filings substantiated their claim of bona fide dealings. SEBI\u2019s allegations suggested that the transactions were suspect, questioning the genuineness of funds movement and revenue figures. Both sides debated whether any artificially inflated revenue and expenses derived from these inter-company transfers.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) and several individuals (Noticees) were subjected to an interim order restraining them from dealing in securities. They appealed this order before the Securities Appellate Tribunal (SAT), which provided partial relief and set a timeline for concluding proceedings. SEBI served a show cause notice (SCN), granted document inspection, and held multiple hearings where the Noticees denied allegations of circular transactions and revenue inflation. After submissions and adjournments, SEBI concluded that sufficient opportunity was given to each Noticee, and the matter proceeded for a final decision based on the record.", "final_status": "No definitive final outcome is indicated in the provided text.", "formatted_summary": "SEBI issued an interim order restraining Onelife Capital Advisors Limited and associated individuals from dealing in securities. An appeal before the SAT led to partial relief and a schedule for proceedings. Subsequent hearings and document inspections followed, after which the Noticees denied misconduct, insisting their transactions were legitimate business dealings. The text does not disclose any final determination, only that the process was completed within timelines and that the matter was taken up for a final order based on the record.", "held": "No conclusive holding or final determination is stated in the excerpt; the order was still under consideration based on the submissions and record.", "latin_principles": { "inter alia": "Paragraph 7: \u0027Vide its order dated November 25, 2024, Hon\u2019ble SAT disposed of the said Appeal, inter alia, granting certain concessions...\u0027", "inter-se": "Paragraph 12.8: \u0027With respect to the allegation of inflation of revenue/other expenses through circuitous transactions, SEBI has incorrectly compared the figures... With respect to Contracts inter-se OCAL, DSPL and DDEPL...\u0027" }, "legal_issues": "Whether the Noticees engaged in circular or circuitous transactions and artificially inflated revenue and expenses, and if such conduct constituted a violation of securities laws warranting restrictions or penalties.", "statutes": { "LODR Regulations": "Paragraph 6: 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.", "PFUTP Regulations": "Paragraph 6: 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.", "SEBI Act, 1992": "Paragraph 5: 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.\\n\\nParagraph 6: 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.", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "Paragraph 6: 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." } }, "chunk_20": { "analysis_of_arguments": "The regulator contended that OCAL did not comply with disclosure requirements for pertinent loan transactions with its related entities, leading to misrepresentation of financial statements and delayed notice of key managerial changes. In response, OCAL maintained that any omissions were inadvertent, citing timing issues surrounding the merger order, late receipt of resignation letters, weekends, and other practical hurdles, rather than an intent to conceal information.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) faced allegations of misuse of funds and non-disclosure of loan transactions in its half-yearly and annual related party transaction (RPT) disclosures. The allegations centered on interest-free loans provided to certain entities, delayed disclosures regarding appointments and resignations of key managerial personnel, and purported misrepresentation in financial statements. Prior to this final order, an interim order-cum-show cause notice was issued, and the matter was examined by the relevant authorities. The National Company Law Tribunal\u2019s order regarding the merger of associated entities also formed part of the factual background.", "final_status": "No clear final status is specified in the provided excerpt.", "formatted_summary": "In this section of the final order against Onelife Capital Advisors Limited, allegations of misutilization of funds and non-disclosure of key loan transactions formed the crux of the matter. The discussion highlights how OCAL allegedly failed to disclose interest-free loans in its related party disclosures and delayed reporting changes in key managerial personnel. While certain charges, such as the non-disclosure of transactions, were found to be established, the claimed misutilization of funds regarding one loan was not substantiated. OCAL\u2019s explanations, including reliance on merger timelines and delays in receipt of resignation letters, were not fully accepted by the authority.", "held": "The authority concluded that certain charges regarding non-disclosure of loan transactions and delayed disclosures were established against OCAL, while the allegation of misutilization of funds with respect to one transaction was not found to be substantiated. The findings indicated OCAL\u2019s violation of relevant regulations, which could guide future compliance standards.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s failure to disclose loan transactions contravened listing obligations, whether delayed disclosures of management changes violated mandatory reporting rules, and whether purported misutilization of funds and misrepresentations in financial statements amounted to violations under securities laws.", "statutes": { "Ind AS 24": "Paragraph 63.3:\n\"63.3. Further, with respect to the allegation of non-disclosure violation, it is observed that loan transaction details of OCAL with PFPPL and OSIL during FY2019 and FY2020 were not reported by OCAL in its half yearly RPT disclosures\u2026 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.\"\n\nParagraph 63.7:\n\"63.7. In view of the above, I find that the charge of non-disclosure of loan transaction details of OCAL with PFPPL and OSIL is established\u2026 Further, OCAL had not disclosed the loan transactions with PFPPL during FY 2019 under RPT disclosure in Annual Report for FY 2019, which was not in accordance with the Ind AS 24\u2026\"", "LODR Regulations": "Paragraph 63.3:\n\"63.3. Further, with respect to the allegation of non-disclosure violation, it is observed that loan transaction details of OCAL with PFPPL and OSIL during FY2019 and FY2020 were not reported by OCAL in its half yearly RPT disclosures filed for the half years ending March 2019, September 2019 and March 2020. Thus, it has been alleged that OCAL violated provisions of sub-regulation (9) of regulation 23 of the LODR Regulations. Further, on perusal of the OCAL\u2019s Annual Reports, it was observed that OCAL reported the loan transactions with OSIL during FY2019 to FY2023 and loan transactions with PFPPL during FY2020 to FY2023 under the RPT disclosures in the respective financial years. 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.\"\n\nParagraph 63.7:\n\"63.7. In view of the above, I find that the charge of non-disclosure of loan transaction details of OCAL with PFPPL and OSIL is established and I find that OCAL has violated sub-regulation (9) of regulation 23 of the LODR Regulations. Further, OCAL had not disclosed the loan transactions with PFPPL during FY 2019 under RPT disclosure in Annual Report for FY 2019, which was not in accordance with the 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.\"\n\nParagraph 66.2:\n\"66.2. It has been alleged in the interim order cum SCN that OCAL, by delaying in making disclosures to the stock exchange regarding the appointment/resignation of a Director and CFO, violated the provisions of sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations, which, 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.\"", "PFUTP Regulations": "Paragraph 63.7:\n\"63.7. In view of the above, I find that the charge of non-disclosure of loan transaction details of OCAL with PFPPL and OSIL is established and I find that OCAL has violated sub-regulation (9) of regulation 23 of the LODR Regulations. Further, OCAL had not disclosed the loan transactions with PFPPL during FY 2019 under RPT disclosure in Annual Report for FY 2019, which was not in accordance with the 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.\"\n\nParagraph 64.2:\n\"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 Regulations and sub-section (c) of section 12A of the SEBI Act, 1992.\"", "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 Regulations and sub-section (c) of section 12A of the SEBI Act, 1992." } }, "chunk_21": { "analysis_of_arguments": "OCAL asserted that any disclosure delays were unintentional, citing holiday periods and ongoing attempts to retain or re-engage key personnel. The authorities countered that no specific exception for weekends exists and that OCAL\u2019s justification lacked documentation. OCAL further contended it had valid reasons for the gap in appointing a new Company Secretary, while the authorities concluded the explanations were unsupported by evidence and did not excuse its non-compliance.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) faced allegations of delayed disclosures concerning resignations of key managerial personnel and the late appointment of a new Company Secretary. The company acknowledged certain delays but attributed them to weekends, potential re-engagement of departing employees, and uncertainty about resignation dates. An investigation followed these events, examining the timelines and reasons offered for the delays and assessing whether OCAL had fulfilled its disclosure obligations. Prior to this final order, the matter proceeded with inquiries into the company\u2019s compliance procedures, culminating in findings that OCAL did not meet required timelines for disclosure and the appointment of a key managerial position.", "final_status": "The authority concluded that OCAL and its directors/officers were in violation of the applicable disclosure and compliance requirements.", "formatted_summary": "The order addresses delayed disclosures of resignations and late appointments of key personnel within Onelife Capital Advisors Limited. After examining various explanations offered by the company, including references to weekends and potential re-engagement of employees, the authority concluded that OCAL failed to disclose material events within mandated timelines. Additionally, OCAL did not promptly appoint a Company Secretary within the required period, contrary to the relevant provisions. Individual liability was also assessed, as directors and officers involved were found unable to disclaim responsibility. The decision emphasizes strict adherence to timely disclosure and corporate compliance obligations.", "held": "The decision held that OCAL, along with certain directors and officers, failed to make timely disclosures and appoint a Company Secretary within the required period. The order underscores individual accountability and reaffirms the necessity of adhering to disclosure norms and maintaining corporate governance standards.", "latin_principles": {}, "legal_issues": "Whether OCAL violated mandatory disclosure obligations by failing to report material events within the stipulated time, whether the delay in appointing a Company Secretary contravened prescribed timeframes, and whether individual directors and key officers could be held accountable for these lapses.", "statutes": { "Companies Act, 2013": "Paragraph 67.1: \u201c67.1. 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.\u201d\n\nParagraph 67.3: \u201c67.3. I note that OCAL has provided a timeline according which there has been no delay in the appointment of Company Secretary/ KMP. According to the submissions, Mr. Himanshu Unadkat had withdrawn his first resignation dated October 14, 2022 and had finally resigned with effect from February 10, 2023. I am constrained not to accept the submission as the Annual Report for FY2023 has recorded the said vacancy from October 14, 2022. Further, no documentary evidence has been submitted by OCAL in support of its submission. Even if for argument\u2019s sake it is assumed that Mr. Himanshu Unadkat had ultimately resigned on February 10, 2023, I note that next appointment with the approval of the Board, i.e. of Ms. Divya Modi, was done with effect from August 14, 2023 and that there is still a delay of 4 days which is not in compliance with sub-section (4) of section 203 of the Companies Act, 2013. In view of the forgoing, I find that OCAL has violated provisions of clause (g) of sub-regulation (1) of regulation 4 of the LODR Regulations.\u201d", "LODR Regulations": "Paragraph 66.4: \u201c66.4. 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.\u201d\n\nParagraph 66.5: \u201c66.5. OCAL, with respect to Resignation of Ram Narayan Gupta as Independent Director w.e.f January 01, 2020, specifically stated that the delay calculated is incorrect as the time has to be calculated from the date of receipt of the signed copy of the resignation. However, on perusal of the reply, I note that OCAL has not provided any details of date with proof on which the same was received by OCAL. Accordingly, the submission made by OCAL is not acceptable. OCAL also took a plea that one of the disclosures could not be made due to intervening holidays. I note that the LODR Regulations do not explicitly account for intervening holidays in the 24-hour disclosure requirement. The spirit of the regulation is to ensure timely disclosure of information that is material. Hence, the charges alleged against OCAL are established and I find that OCAL violated the provisions of sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations.\u201d\n\nParagraph 70.1: \u201c70.1. It has been observed that Pandoo Naig (Noticee No. 2), Promoter of OCAL was the Managing Director, Executive Director, CFO and also the Audit Committee member of OCAL during the period of investigation. Mr. Pandoo Naig was also the CFO in OCAL during the period of January 01, 2018 to June 23, 2022, and again joined as CFO in OCAL on June 06, 2024. He was one of the signatories to the financial statements of OCAL for FY2019 to FY2023. Further, Pandoo Naig was also the director in PFPPL and DSPL, and DDEPL was a subsidiary of DSPL. Further, as per the CFO certifications in Annual Reports for FY2019 to FY2022, Pandoo Naig, as CFO had given 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 FY2019 to FY2023 which were misrepresented/misstated. He was also Audit Committee Member during the investigation period. In view of the same, various allegations have been levelled against him in the interim order cum SCN.\u201d\n\nParagraph 70.7 (excerpts referencing regulation 4): \u201c70.7. 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 4 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 and \u2026\u201d", "SEBI Act, 1992": "Paragraph 70.3: \u201c70.3. 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.\u201d" } }, "chunk_22": { "analysis_of_arguments": "SEBI contends that the individuals, by virtue of their positions and signatory roles, significantly influenced decision-making and bore responsibility for ensuring accurate disclosures. The noticees argue they relied on qualified accountants, auditors, and other professionals, claiming limited engagement in daily operations. SEBI notes that their statements and certifications evidence direct participation in financial oversight and accountability for the alleged misstatements.", "cases_referred": [], "facts": "This matter arises from SEBI\u2019s investigation into alleged misrepresentation and misstatement of financial statements by Onelife Capital Advisors Limited (OCAL) for FY2019 to FY2023. During the period in question, Mr. Pandoo Naig served in multiple key roles (Managing Director, CFO, and Audit Committee member), and his father, Mr. Prabhakara Naig, served as Promoter and Whole-Time Director. Both were signatories to financial statements and provided CEO-CFO certifications. SEBI examined submissions from the key managerial personnel, including the Ex-CFO, regarding their level of involvement and oversight in OCAL\u2019s day-to-day affairs. The proceedings focus on the extent of the noticees\u2019 responsibility for these disclosures and alleged violations.", "final_status": "Not specified in the excerpt.", "formatted_summary": "This section of the final order discusses the roles and responsibilities of key individuals at Onelife Capital Advisors Limited, focusing on alleged financial misrepresentations between FY2019 and FY2023. SEBI highlights how directors and the CFO bore responsibility for the accuracy of statements and certifications. Arguments center on whether limited involvement excuses liability, with SEBI concluding that their official positions and authority render them accountable for the violations.", "held": "The authority concludes that each identified noticee, including key directors and the CFO, bears responsibility for the company\u2019s misrepresentations. Their roles in certifying and overseeing financial statements render them liable for the violations, and they are held accountable for non-compliance with applicable regulations.", "latin_principles": {}, "legal_issues": "The principal questions include whether the directors and CFO breached obligations under securities regulations by approving and certifying misstated financial statements, whether their roles imposed a duty to prevent such misrepresentations, and whether disclaimers of limited involvement can exempt them from liability.", "statutes": { "Companies Act, 2013": "Paragraph 72.1: \u201cIt 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.\u201d", "LODR Regulations": "Excerpt from paragraph 70.7 (approx. 100 words): \u201cFurther, 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) \u2026 create specific and direct liability of the board of directors. Further, sub-clause (ii) of clause (f) \u2026 deals with key functions such as operational transparency, monitoring and managing conflicts of interest of management, misuse of corporate assets, and related party transactions. Any liability arising from the violation of these principles \u2026 is fastened on the board of directors of the listed entity.\u201d", "PFUTP Regulations": "Excerpt from paragraph 70.9 (approx. 100 words): \u201cI find that Mr. Pandoo Naig has violated the provisions of \u2026 regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations \u2026 sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 \u2026 sub-clause (ii) of clause (f) of sub-regulation (2) of regulation 4 and articles (1), (3), (6) and (12) of sub-clause (iii) \u2026 The misrepresentations and omissions in the financial statements, as established, suggest contravention of these provisions under the PFUTP framework.\u201d", "SEBI Act, 1992": "Excerpt from paragraph 70.9 (approx. 100 words): \u201cIn view of the above discussions, I find that Mr. Pandoo Naig has violated \u2026 sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 \u2026 read with Section 27 of the SEBI Act, 1992 \u2026 Mr. Pandoo Naig is responsible for non-compliance of sub-regulation (8) of regulations 17 read with Part B of Schedule II of the LODR Regulations for filing CEO-CFO compliance certificate for the FY2019 to FY2022. Further, Mr. Pandoo Naig being an Audit Committee member \u2026 is also found to have violated sub-regulation (3) of regulation 18 read with section 27 of the SEBI Act, 1992.\u201d" } }, "chunk_23": { "analysis_of_arguments": "The CFO contended that he merely signed the financial statements prepared and vetted by auditors and had limited involvement in daily financial affairs. He argued that primary decisions were made by senior management and that he lacked any intent to mislead stakeholders. The regulator maintained that, by virtue of his position as CFO, his certification and signatory role on the company\u2019s financial statements made him accountable for ensuring their veracity. Audit Committee members similarly claimed they had no reason to suspect irregularities and believed proper disclosures were made, while the regulator argued that they had not exercised due diligence in overseeing reported data.", "cases_referred": [ "G.V. Films Limited vs SEBI (Misc. Application No. 1634 of 2022 and Appeal No. 1043 of 2022)" ], "facts": "During the relevant financial years, the Chief Financial Officer (CFO) served from June 23, 2022 to April 01, 2024 and was alleged to have participated in approving financial statements that were subsequently found to be misrepresented. Various Audit Committee members were also examined for their role in approving the company\u2019s financials and related transactions. Upon investigation, the Securities and Exchange Board initiated proceedings by issuing a show cause notice (SCN). The CFO and others responded, denying direct involvement in any misleading activities, though the CFO had signed both the financial statements and the CEO-CFO certificate for FY2023. The matter proceeded to a final order addressing alleged violations of disclosure and reporting obligations.", "final_status": "A final order was passed holding the CFO in violation of reporting obligations.", "formatted_summary": "This section of the final order addresses the liability of the CFO and Audit Committee members for alleged misrepresentations and misstatements in financial statements. The CFO\u2019s responsibilities, particularly as a signatory on the financials and the CEO-CFO certification, were central to the findings. Despite claims of limited involvement, the regulator concluded that the CFO in a key managerial position cannot be fully absolved of responsibility for the accuracy of the company\u2019s disclosures. The order draws on comparative analysis from prior cases, including G.V. Films Limited vs. SEBI, ultimately determining the CFO to be in violation of reporting and disclosure requirements.", "held": "It was held that the CFO is liable for misrepresentations in the company\u2019s financial statements for FY2023 due to his signatory and certification role. The decision underscores the heightened responsibility of CFOs and directors in ensuring compliance and accurate disclosures, setting a precedent that key managerial personnel cannot be entirely exonerated if they formally approve misleading financials.", "latin_principles": {}, "legal_issues": "Whether the CFO and Audit Committee members can be held liable for misrepresentation of financial statements and related party transactions, and whether signing the financial statements and CEO-CFO certificates imposes strict accountability on the CFO for such misrepresentations.", "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": "72.7. 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.", "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": "72.6. I note that the Noticee had signed the CEO-CFO certification for the FY2023 and was a signatory to the financial statements for the FY2023. Therefore, I find him liable for the actions of the company under sub-section (2) of section 27 of the SEBI Act, 1992 for misrepresentation/misstatement in the financials of the OCAL for the FY 2022-23. I also note that CFOs have an important role to play under the 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." } }, "chunk_24": { "analysis_of_arguments": "The SCN contended that the Audit Committee members endorsed inaccurate financial data and failed to scrutinize related-party dealings. In response, the Noticees insisted that they upheld their responsibilities by ensuring full disclosures and had no reason to suspect any wrongdoing. They further asserted that they were not directly involved in day-to-day affairs or management decisions.", "cases_referred": [], "facts": "A Show Cause Notice (SCN) was issued alleging that several individuals, designated as Noticees 5 to 9 and serving on the Audit Committee of Onelife Capital Advisors Limited (OCAL), approved or allowed misrepresentations in the company\u2019s financial statements and related-party transactions. These alleged misrepresentations led to misstated financial results being disseminated to stakeholders. The Noticees each served at different periods when the disputed financial statements were prepared. Following the SCN, they submitted replies denying the allegations and maintaining that all necessary disclosures were made in good faith. The matter proceeded to a final adjudication, culminating in the issuance of this Final Order.", "final_status": "The matter stands disposed of through this Final Order.", "formatted_summary": "In this Final Order concerning Onelife Capital Advisors Limited, the authority examined allegations that several Audit Committee members failed in their oversight responsibilities, leading to published financial statements containing inaccuracies. The Noticees maintained that all disclosures were made in good faith, and no fraudulent conduct was intended. The Order ultimately concludes that they violated certain LODR provisions on due diligence but were not deemed liable under Section 27 of the SEBI Act. This ruling emphasizes the role of corporate governance bodies in scrutinizing financial dealings and highlights the scope of accountability for directors who are not involved in daily management.", "held": "The adjudicating authority concluded that the Audit Committee members had breached the relevant diligence obligations under the LODR framework but did not hold them liable under Section 27 of the SEBI Act. The Order underscores the importance of thorough oversight by corporate governance bodies and clarifies the limited liability of directors not involved in daily operations.", "latin_principles": { "malafide": "Paragraph 75: \u0027Further, there was no reason to believe that there was any irregularity in a malafide manner.\u0027" }, "legal_issues": "Whether the Audit Committee members exercised proper diligence in approving the financial statements, whether misrepresentations occurred in violation of securities regulations, and whether the required corporate governance approvals for related-party transactions and disclosures were duly obtained.", "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": "Misstatements/ misrepresentation in financial (with respect to sales and purchase transactions) - (PFUTP and SEBI Act violations) 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 1, 2 and 3 YES [except Regulation 4(2)(e) of the PFUTP Regulations]", "Securities and Exchange Board of India 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": "The regulator contends that the Noticees failed to disclose key financial transactions, sanctioned loans without requisite approvals, and provided misstated reports to shareholders. The Noticees maintain that there was no diversion of funds and that any reporting lapses or omissions were either inadvertent or did not warrant severe sanction. They further argue that penalties should be proportionate, given the absence of tangible investor loss.", "cases_referred": [], "facts": "The proceeding arises from alleged regulatory violations by Onelife Capital Advisors Limited and associated parties, including the giving of loans without proper approval, failure to disclose related party transactions in financial statements, and misrepresentations in corporate filings. A Show Cause Notice was issued to the Noticees, seeking explanations for these alleged lapses. Prior to this final order, the regulator examined the Noticees\u2019 conduct, focusing on potential infractions related to governance and disclosures under various regulations, and proceeded to determine the directions and penalties to be imposed.", "final_status": "Disposed with directions and monetary penalties imposed on certain Noticees.", "formatted_summary": "This section details allegations against Onelife Capital Advisors Limited and other Noticees for failing to comply with disclosure and approval requirements, misstating certain financial statements, and violating LODR and PFUTP Regulations under the SEBI regime. After considering their responses, the authority concluded that some allegations stood proven and warranted directions plus monetary penalties. The order clarifies the duty of complete and accurate disclosure, reinforcing fair practices in the securities market.", "held": "The adjudicating authority concluded that specified LODR and PFUTP violations were upheld against several Noticees, leading to the imposition of penalties and remedial directions. The order emphasizes strict obligations for accurate disclosures and sound corporate governance, serving as a reminder of compliance duties under securities law.", "latin_principles": {}, "legal_issues": "Whether the Noticees committed misrepresentation and improper disclosure in financial statements, whether they violated the LODR and PFUTP Regulations, and whether monetary penalties and other directions under the SEBI Act should be imposed.", "statutes": { "LODR Regulations": "From the table (Sr. Nos. 18, 19, 21, 23, 24, 25, 26, 27), various provisions of the LODR Regulations have allegedly been violated, such as Regulation 23(4), Regulation 23(9), Regulation 4(1)(a)-(j), 4(2)(e)(i), 33(1)(c), 34(3), 48, 17(8), 18(3), and more. For example, Sr. No. 18: \u201cFailure in taking prior approval of shareholders for loan given to DSPL during FY 2023, Regulations 23(4) of the LODR Regulations, Noticee Nos. 1, 2 and 3, Upheld: YES.\u201d Also, at paragraph 86, \u201c...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\u2026\u201d", "PFUTP Regulations": "Sr. No. 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. 1, 2 and 3 NO. Sr. No. 22. Misstatements/misrepresentation in financial (with respect to non-disclosure of RPTs in Annual Report) - (PFUTP violations): Regulations 4(2) (f), (k) \u0026 (r) read with 2(1)(b) \u0026 (c) of the PFUTP Regulations read with section 27 of the SEBI Act, 1992 1, 2, 3 and 4 YES. In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations\u2026", "SEBI Act, 1992": "85. The relevant provisions are reproduced as under: SEBI Act, 1992 Functions of Board. 11. (1) Subject to the provisions of this Act, it shall be the duty of the Board to protect the interests of investors in securities and to promote the development of, and to regulate the securities market, by such measures as it thinks fit\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, for reasons to be recorded in writing, levy penalty under sections 15A, 15B, 15C, 15D, 15E, 15EA, 15EB, 15F, 15G, 15H, 15HA and 15HB after holding an inquiry in the prescribed manner. 11B. (1) Save as otherwise provided in section 11, if after making or causing to be made an enquiry, the Board is satisfied\u2026 (2) Without prejudice to the provisions contained in sub-section (1), sub-section (4A) of section 11 and section 15-I, the Board may, by an order, for reasons to be recorded in writing, levy penalty under sections\u2026 15HA\u2026 15HB\u2026 86. I note that sub-section (1) of section 11\u2026 and section 11B\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" } }, "chunk_26": { "analysis_of_arguments": "The regulator contended that the misstatements presented a misleading view of the company\u2019s finances, depriving investors of accurate assessments. The Noticees maintained that any misleading information was unintentional or merely a technical lapse. The adjudicating authority found sufficient evidence of serious non-compliance, justifying corrective and penal measures.", "cases_referred": [ "SEBI order dated August 30, 2013 in respect of IPO of OCAL", "SEBI order dated December 28, 2011 in respect of IPO of OCAL", "SEBI order dated November 28, 2014", "Settlement order dated February 9, 2017" ], "facts": "The matter arises from allegations against Onelife Capital Advisors Limited and its associated individuals for misstatements in financial statements and prior instances of diversion of IPO proceeds. Earlier SEBI orders had already required the return of diverted funds and imposed market bans. Following investigations, SEBI issued notices and an interim order, leading to a final adjudication. Multiple orders were passed prior to this final stage, including directions debarring certain directors and imposing monetary penalties. Ultimately, SEBI concluded that the repeated violations warranted further penalties and restrictions on market access.", "final_status": "Disposed with issuance of directions and imposition of penalties.", "formatted_summary": "In this final order concerning Onelife Capital Advisors Limited, SEBI found multiple regulatory breaches, including fraudulent misrepresentations in financial statements and failure to comply with prior directions and disclosures. Citing Sections 15HA and 15HB of the SEBI Act, as well as LODR and PFUTP Regulations, the adjudicating officer imposed monetary penalties on nine Noticees and restricted their ability to access and participate in the securities market for varying periods. The order highlights SEBI\u2019s stance on repeated misconduct and emphasizes the importance of accurate financial reporting and compliance with disclosure norms.", "held": "All Noticees were penalized for publishing misrepresentations and failing to comply with SEBI regulations, resulting in monetary fines and a one-year prohibition from participating in the securities market for some individuals. The order reinforces that repetitive breaches of regulatory norms will attract stringent measures.", "latin_principles": {}, "legal_issues": "Whether the Noticees engaged in fraudulent misrepresentations in violation of the SEBI Act and associated regulations, and whether their repeated non-compliance merited monetary penalties and prohibitory directions.", "statutes": { "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:", "SEBI (Stock brokers and Sub-brokers) Regulations, 1992 and SEBI (Merchant Bankers) Regulations, 1992": "88.4. SEBI, vide order dated February 9, 2017, settled 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.", "The Securities and Exchange Board of India Act, 1992 (Section 15HB)": "15HB . Whoever fails to comply with any provision of this Act, the rules or the regulations made or directions issued by the Board thereunder for which no separate penalty has been provided, shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one crore rupees.\u201d", "The Securities and Exchange Board of India Act, 1992 (Section 15J)": "87. I note that Section 15J of the SEBI Act provide for factors which are required to be considered for adjudging quantum of penalty. Section 15J of the SEBI Act reads as follows: - \u201cFactors to be taken into account while adjudging quantum of penalty. 15J. While adjudging quantum of penalty under 15-I or section 11 or section 11B, the Board or the adjudicating officer shall have due regard to the following factors, namely: - (a) the amount of disproportionate gain\u2026 (b) the amount of loss caused\u2026 (c) the repetitive nature of the default. Explanation. \u2014For the removal of doubts, it is clarified that the power to adjudge\u2026 shall always be deemed to have been exercised under the provisions of this section.\u201d", "The Securities and Exchange Board of India Act, 1992 (Sections 11, 11B, 15HA) \u0026 LODR Regulations \u0026 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. 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": "From the provided portion of the order, it appears that the regulator contends there were violations of securities regulations, while the noticees are presumed to have contested the allegations. The document, however, does not furnish specific argumentative details from either side, focusing instead on the final order and penalty imposition.", "cases_referred": [], "facts": "The dispute involves Onelife Capital Advisors Limited and originates from regulatory action by the Securities and Exchange Board of India. From the limited text provided, it appears that an investigation was conducted regarding certain activities related to securities transactions. A final order was issued on March 28, 2025, under the authority of a Whole Time Member of SEBI. The order imposes penalties, directs the payment details, and is to be served on the concerned parties. There is no detailed record of earlier procedural steps or intermediate orders in the excerpt, but this document concludes the matter with immediate effect.", "final_status": "The matter stands disposed through a final order, effective immediately.", "formatted_summary": "This segment of the final order addresses the conclusion of SEBI\u2019s proceedings against Onelife Capital Advisors Limited. It includes the directive that the order is immediately effective, outlines the penalty-related transactions, and ensures distribution of the order to relevant market infrastructure institutions. Additionally, the annexed text provides detailed excerpts of the governing statutes, namely the SEBI Act, 1992, and the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities) Regulations, 2003, emphasizing the legal framework under which the alleged violations were examined and penalized.", "held": "The Whole Time Member directed that the order has immediate effect, requires compliance from all noticees, and serves as a conclusive determination of the alleged violations. The decision underscores the regulator\u2019s authority to impose penalties and issue directions aimed at preventing future breaches.", "latin_principles": {}, "legal_issues": "Whether Onelife Capital Advisors Limited and associated parties contravened regulations under the SEBI Act, 1992, and the regulations prohibiting fraudulent and unfair trade practices in securities, thereby warranting the imposition of penalties and directions.", "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 (b) \u201cdealing in securities\u201d includes: (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; (ii) such acts which may be knowingly designed to influence the decision of investors in securities; and (iii) any act of providing assistance to carry out the aforementioned acts. (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 (1) a knowing misrepresentation of the truth or concealment of material fact in order that another person may act to his detriment; \u2026 3. Prohibition of certain dealings in securities No person shall directly or indirectly \u2014 (a) buy, sell or otherwise deal in securities in a fraudulent manner; (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; (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; (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. 4. Prohibition of manipulative, fraudulent and unfair trade practices (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. Explanation. \u2013 For the removal of doubts, it is clarified that - (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 (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). \u2026The 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", "SEBI Act, 1992": "Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control. 12A. No person shall directly or indirectly \u2014 (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; (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; (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; Delegation 19. 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. Contravention by companies 27 (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. (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. Explanation: For the purposes of this section, \u2014 (a) \u201ccompany\u201d means any body corporate and includes a firm or other association of individuals; and (b) \u201cdirector\u201d, in relation to a firm, means a partner in the firm." } }, "chunk_28": { "analysis_of_arguments": "The excerpt does not present clear arguments from either party; it primarily sets out the relevant regulatory provisions and their amendments.", "cases_referred": [], "facts": "This excerpt is part of a final order concerning Onelife Capital Advisors Limited. It reproduces and discusses various regulations and their amendments regarding fraudulent and unfair trade practices in the securities market, as well as certain provisions relating to listing obligations and disclosure requirements. The text details changes that took place over time but does not describe the underlying factual events leading to the dispute or the specific procedural history of the case.", "final_status": "The excerpt does not provide the final outcome of the matter.", "formatted_summary": "This section of the final order sets out various regulatory provisions concerning fraud, manipulation, and disclosure obligations in the securities market. It outlines amendments to the regulations over time, including changes to definitions of related parties, related party transactions, and specific prohibitions on manipulative practices or dissemination of false information. The text does not delve into the specific background, arguments, or final outcome regarding Onelife Capital Advisors Limited, but instead focuses on explaining the scope and effect of regulatory amendments under SEBI and the Companies Act.", "held": "The excerpt does not specify any final decision or the court\u2019s holding, focusing instead on the substituted and amended regulations.", "latin_principles": {}, "legal_issues": "Whether certain alleged acts fall under manipulative or fraudulent practices in the securities market and whether the listed entity complied with disclosure and listing obligations.", "statutes": { "Companies Act, 2013": "\u201c2(1) (zb) \u201crelated party\u201d means a related party as defined under sub-section (76) of section 2 of the Companies Act, 2013 or under the applicable accounting standards: \u2026 (b) any person or any entity, holding equity shares: (i) of twenty per cent or more; or (ii) of ten per cent or more, with effect from April 1, 2023; in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year;\u2026\u201d", "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "\u201cSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015\nDefinitions.\n2(1) (zb) \u201crelated party\u201d means a related party as defined under sub-section (76) of section 2 of the Companies Act, 2013 or under the applicable accounting standards: \n\nProvided that: \n(a) any person or entity forming a part of the promoter or promoter group of the listed entity; or \n(b) any person or any entity, holding equity shares: \n(i) of twenty per cent or more; or \n(ii) of ten per cent or more, with effect from April 1, 2023; in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year; \n\nshall be deemed to be a related party:] \nProvided further that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s); \n\n2(1) (zc) \u201crelated party transaction\u201d means a transaction involving a transfer of resources, services or obligations between: \n(i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand; or \n(ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, with effect from April 1, 2023 ; \n\nThe above mentioned provision was Substituted by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, w.e.f. 1.4.2022. Prior to the substitution, clause (zc) reads as under: \n\n\u201c(zc) related party transaction\u201d means a transfer of resources, services or obligations between a listed entity and a related party, regardless of whether a price is charged and a \"transaction\" with a related party shall be construed to include a single transaction or a group of transactions in a contract: \n\nProvided that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s);\u201d \n\n4.(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: \n(a)Information shall be prepared and disclosed in accordance with applicable standards of accounting and financial disclosure. \u2026\n\u2026\u201d", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018": "1) \u201cThe above mentioned provision was substituted with effect from February 01, 2019 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018. Prior to the substitution, the provision reads as under - \n\n\u201c(e) any act or omission amounting to manipulation of the price of a security.\u201d\u201d\n\n2) \u201cThe above mentioned provision was substituted with effect from February 01, 2019 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018. Prior to the substitution, the provision reads as under- \n\n\u201c(f) publishing 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\u201d\n\n3) \u201cThe above mentioned provision was previously substituted with effect from February 01, 2019 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018. Prior to the substitution, the provision reads as under - \n\n\"an advertisement that is misleading or that contains information in a distorted manner and which may influence the decision of the investors\"\u201d\n\n4) \u201cThe above mentioned provision was substituted with effect from February 01, 2022 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018. Prior to the substitution, the provision reads as under- \n\n\u201c(r) planting false or misleading news which may induce sale or purchase of securities. \u2026\u2026\u2026\u2026.\u201d\u201d", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2022": "\u201cThe above mentioned provision was substituted with effect from January 21, 2022 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2022. Prior to the substitution, the provision reads as under - \n\n\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\u201d", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2024": "\u201cThe 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\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\u201d" } }, "chunk_29": { "analysis_of_arguments": "No specific arguments of either party are presented in this section. The text primarily sets out regulatory provisions and amendments without detailing any contention from the parties involved.", "cases_referred": [], "facts": "The section pertains to a final order involving Onelife Capital Advisors Limited, focusing on obligations under listing regulations. It outlines provisions related to disclosures, corporate governance, and responsibilities of directors, but provides no specific factual background regarding any disputed events or preceding trial or appellate decisions. The text mainly quotes and discusses the relevant regulatory clauses rather than describing details of the underlying dispute.", "final_status": "No specific case status (e.g., dismissed, disposed) is provided in the excerpt.", "formatted_summary": "This section reproduces and summarizes select portions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations and their amendments. It covers principles of disclosure, corporate governance mandates, board responsibilities, audit committee roles, and related-party transaction thresholds. The text only outlines regulatory provisions without offering specific details on the dispute or the final outcome of the matter.", "held": "The excerpt does not contain a conclusive holding regarding the parties. It merely quotes provisions from the listing regulations and their amendments, without indicating a final judicial or regulatory outcome.", "latin_principles": {}, "legal_issues": "Whether the entity complied with its obligations under the listing and disclosure requirements, and whether the corporate governance norms as set out in the relevant regulations have been duly followed.", "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: \u201cExplanation. -A transaction with a related party shall be considered material if the transaction(s) to be \u2026 ten percent of the annual consolidated turnover of the listed entity \u2026\u201d (excerpt). The amendment imposes revised materiality thresholds for related party transactions and clarifies approval processes, reflecting updated standards for listed entities\u0027 disclosure and governance.", "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: \u201cAll related party transactions shall require prior approval of the audit committee \u2026.\u201d The amendment refines the scope of transactions necessitating audit committee approval and emphasizes independent directors\u2019 role in approving such transactions.", "Securities and Exchange Board of India (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 \u2026 (j) Periodic filings, reports, statements, documents and information \u2026 shall provide sufficient information to enable investors to assess the current status of a listed entity." } }, "chunk_3": { "analysis_of_arguments": "The Noticees uniformly deny wrongdoing. They assert that the transactions with DSPL and DDEPL were part of normal business and that tax deductions and GST provisions were made where due. Certain Noticees claim they were not involved in day-to-day affairs or resigned before the alleged irregularities. Others emphasize that final decisions rested with specific senior officials or were validated by auditors and shareholders. Audit Committee members argue that all financials were disclosed and reviewed according to established practice, while the CFO contends his role was limited to coordinating with auditors, relying on their expertise and approvals.", "cases_referred": [ "T. Takano vs SEBI (Civil Appeal No. 487-488 of 2022)", "Reliance Industries Limited vs 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": "A Show Cause Notice was issued by SEBI to Onelife Capital Advisors Limited (OCAL) and its key managerial personnel alleging inflation of revenue and expenses through related-party transactions with group entities DSPL and DDEPL. The Noticees contest that these were bona fide business dealings duly recorded in the company\u2019s books. They also state that any delay in disclosures was unintentional. Various individuals, including the CFO and Audit Committee members, have submitted that they acted in good faith, with some resigning from the company before certain actions transpired. The matter has progressed to a final stage through SEBI\u2019s proceedings.", "final_status": "Not specified in the provided excerpt", "formatted_summary": "In this portion of the final order, various Noticees respond to SEBI\u2019s Show Cause Notice accusing Onelife Capital Advisors Limited of inflating revenue and expenses through related-party arrangements. The Noticees deny these charges, explaining that any upticks in revenue or costs were ordinary business transactions carried out to recover fair costs from group entities. The CFO and Audit Committee members maintain they followed due diligence and relied on auditors\u2019 evaluations. Some Noticees cite a lack of involvement in daily operations or assert that they resigned before alleged irregularities occurred. References are also made to Supreme Court judgments regarding access to documents in such proceedings.", "held": "No specific holding is disclosed in the excerpt provided", "latin_principles": { "prima_facie": "12.12. There was no inflation in revenue in the manner alleged by SEBI or otherwise. The Noticee No.2 (Pandoo Naig) did not sell his shareholding when the scrip was trading in a \u201chigher range\u201d and SEBI\u2019s allegations in this respect are prima-facie, factually incorrect." }, "legal_issues": "Whether OCAL and its key managerial personnel engaged in inflation of revenue and expenses through related-party transactions; whether they complied with disclosure and approval requirements under relevant regulations; and whether the CFO and Audit Committee members upheld their responsibilities in maintaining accurate financial reporting and corporate governance standards.", "statutes": { "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015": "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; 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": "The excerpt does not include any arguments or contentions advanced by the parties. It only reproduces regulatory provisions and requirements.", "cases_referred": [], "facts": "The excerpt does not provide any background of how the dispute arose or the procedural history leading to this stage. It appears to be a portion of a final order concerning compliance with listed entity obligations for Onelife Capital Advisors Limited. No earlier court or tribunal decisions are referenced in the text.", "final_status": "No specific final disposal is indicated in the provided text.", "formatted_summary": "This section reproduces certain provisions relating to a listed entity\u2019s obligations under SEBI regulations and references the Companies Act, 2013. It covers requirements for disclosure of related party transactions, the format of financial statements, annual reports, and the functions of the audit committee. It also sets out the responsibilities of key managerial personnel regarding financial reporting. No factual dispute or legal arguments are described, and there is no final ruling included.", "held": "The text does not include the court\u2019s determination or holding on the matter.", "latin_principles": {}, "legal_issues": "The core issues appear to revolve around compliance with disclosure requirements, related party transaction approvals, and the annual reporting obligations of a listed entity, particularly under SEBI regulations and the Companies Act, 2013.", "statutes": { "Companies Act, 2013": "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. \n\n(4) reviewing, with the management, the annual financial statements and auditor\u0027s report thereon before submission to the board for approval, with particular reference to: \n(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; (b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements; (f) disclosure of any related party transactions; (g) modified opinion(s) in the draft audit report; \n\nFor the purpose of above disclosures directors\u2019 interest shall have the same meaning as given in Section184 of Companies Act, 2013.", "SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021": "The 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" } }, "chunk_4": { "analysis_of_arguments": "The regulator alleges that OCAL\u2019s disclosures were misleading and that certain directors contributed to or failed to prevent these irregularities. The Noticees, in turn, contend that they ensured compliance to the extent of their knowledge, resigned when no longer involved, and were not provided all pertinent documents by SEBI. They also deny having any intent to defraud and maintain that any procedural lapses do not signify willful misconduct.", "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": "SEBI initiated proceedings against Onelife Capital Advisors Limited (OCAL) and several of its directors and Audit Committee members, alleging misrepresentation in financial statements and non-disclosure of related-party transactions. Various Noticees submitted that their involvement with OCAL was either limited or had ceased upon resignation. The Show Cause Notice (SCN) was issued following SEBI\u2019s investigation into the company\u2019s financials and disclosures. Several procedural requests arose, including the demand for access to documents relied upon by SEBI. Prior lower-level proceedings included the exchange of written replies and submissions to the SCN before this final stage of adjudication.", "final_status": "The final status of the matter is not indicated in the provided excerpt.", "formatted_summary": "In this section, the allegations against OCAL and its directors are outlined, focusing on potential misstatements in financial disclosures and failure to properly disclose related-party transactions. Several Noticees contest the charges by emphasizing their limited roles or claiming they resigned before key decisions were taken. References to Supreme Court judgments are made regarding fairness in the production of evidence. The regulatory provisions cited broadly include those under the SEBI Act and accompanying regulations, such as PFUTP and LODR. The excerpt does not indicate the final outcome of the proceeding or the court\u2019s conclusive determination.", "held": "No definitive holding or decision of the adjudicating authority is provided in the excerpt.", "latin_principles": {}, "legal_issues": "Whether OCAL and its directors misrepresented the company\u2019s financial statements, failed to disclose related-party transactions, and disregarded prescribed disclosure and governance obligations; whether the respective roles and responsibilities of the Noticees as directors or audit committee members render them liable for alleged contraventions.", "statutes": { "Ind AS 24": "\u201cNon-disclosures of RPTs by OCAL in its Annual Report were not in accordance with Ind AS 24. ... OCAL failed to disclose the RPTs with DDEPL for FY 2020 and with its Promoter/Director for FY 2022 and FY 2023, thereby concealing material information from stakeholders.\u201d", "LODR Regulations": "\u201c14.2. The Noticee submitted details ... in compliance with sub-regulation (3) of regulation 18 of the LODR Regulations. ... Table No. 2 further references 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 (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.\u201d", "PFUTP Regulations": "\u201cSub-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 ... were invoked on account of misrepresented financial results and alleged deception of investors ...\u201d", "SEBI Act, 1992": "\u201c17. ... The specific violations of the relevant provisions of the SEBI Act, 1992 and provisions of various regulations issued thereunder as stated in the SCN are presented below \u2013 ... Hence, the company concealed correct picture of its financials ... and sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992...\u201d" } }, "chunk_5": { "analysis_of_arguments": "SEBI contends that OCAL\u2019s financial statements contained misleading disclosures and that certain Noticees issued false compliance certificates or otherwise failed to adhere to their oversight responsibilities. The Noticees respond by disputing these accusations, challenging the adequacy of document inspections, and maintaining that any alleged errors were not deliberately intended to mislead. Some initially requested cross-examination of other parties but subsequently withdrew this request, indicating a wish to expedite the proceedings. They deny intentional misconduct and insist that proper procedures and reviews were carried out to the best of their abilities.", "cases_referred": [], "facts": "The dispute arises from allegations by the Securities and Exchange Board of India (SEBI) that Onelife Capital Advisors Limited (OCAL) and its key managerial personnel misrepresented financial statements and failed in various compliance obligations from FY 2019 to FY 2023. Several directors and CFOs allegedly issued false compliance certificates and did not exercise proper oversight as Audit Committee members. Preliminary objections relating to document inspection and cross-examination requests were raised but later withdrawn. Following personal hearings and written submissions by the Noticees, the matter proceeded to address the central claims of financial misrepresentation, misuse of funds, and governance failures.", "final_status": "No final outcome is specified in the excerpt provided.", "formatted_summary": "This segment of the final order outlines allegations that OCAL and its directors or CFOs published misstated financial statements and compliance certificates for various financial years. It details how the Noticees were heard, responded to charges, and initially sought cross-examination, ultimately withdrawing that request. The order then proceeds to examine the main issues on the merits, including potential misrepresentation of financials, misuse of funds, and failures in governance practices. References are made to multiple provisions of the SEBI Act, the PFUTP Regulations, and the LODR Regulations, but no definitive ruling is stated here.", "held": "The excerpt does not provide a conclusive holding on the merits. The order proceeds to evaluate whether and how the Noticees might be held accountable under the cited regulations.", "latin_principles": {}, "legal_issues": "Whether the Noticees violated the SEBI Act, 1992, the LODR Regulations, and the PFUTP Regulations by misrepresenting financial statements, misutilizing corporate funds, failing to disclose and approve related party transactions, and not upholding corporate governance standards.", "statutes": { "LODR Regulations": "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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (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 read with section 27 of the SEBI Act, 1992.", "PFUTP Regulations": "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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (2) of regulation 30 read with Part A of Schedule III.", "SEBI Act, 1992": "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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (2) of regulation 30 read with Part A of Schedule III." } }, "chunk_6": { "analysis_of_arguments": "The primary contention against the noticees is that the transactions with DSPL and DDEPL were merely circuitous and lacked substantive evidence of genuine business activities. Conversely, the noticees assert that actual advisory and professional services were provided between the parties in support of new business initiatives and software development, although no definitive agreements or comprehensive documentation could be produced.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) and certain associated individuals initially sought cross-examination of other noticees but later withdrew that request. The dispute centers on alleged inflation of revenue and expenses linked to recurring transactions with related entities DSPL and DDEPL from FY2015-16 to FY2022-23. It is claimed that OCAL recorded significant advisory income and professional fees through these entities without providing conclusive evidence of actual services rendered. Prior to the current stage, a show cause notice was issued, and preliminary objections regarding inspection and cross-examination were addressed before moving to the merits of the case.", "final_status": "No final disposition is indicated in the provided text.", "formatted_summary": "The provided section of the final order concerns allegations against Onelife Capital Advisors Limited (OCAL) relating to inflated revenues and expenses through transactions with two related entities, DSPL and DDEPL. After resolving preliminary procedural issues, the order examines the merits of alleged misrepresentation of financial statements and associated misconduct. While the noticees maintain that genuine services were exchanged, they failed to furnish sufficient documentation to substantiate these claims. The text then outlines the specific issues for determination, including potential violations of corporate governance obligations and disclosure requirements, without announcing a definitive conclusion.", "held": "No final holding is reflected in the available portion of the order.", "latin_principles": {}, "legal_issues": "Whether OCAL and the other noticees engaged in misrepresentation of financials, mis-utilization of funds, and failure to comply with corporate governance norms, including related party disclosures and the responsibilities of directors, key managerial personnel, and audit committee members.", "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 it provided advisory and software development services to DSPL and DDEPL, while also relying on them for guidance and integration for its \u2018Touch\u2019 super app. The investigating authority highlights the absence of concrete evidence, pointing to emails by non-OCAL personnel and inconsistencies in financial statements. This raises doubt over the authenticity of OCAL\u2019s service claims and reciprocal transactions.", "cases_referred": [], "facts": "The dispute arises from an investigation into whether Onelife Capital Advisors Limited (OCAL) actually provided or received advisory and development services to and from DSPL and DDEPL. OCAL was asked to substantiate the nature of services rendered and reciprocal services received in relation to business development, software, and other tasks. Emails submitted in support were largely sent by or to individuals who were not OCAL employees, raising questions about the authenticity of such evidence. The investigation also revealed mismatches and purported errors in the financial statements of OCAL and DSPL. These issues led to a final order examining the veracity of service claims before the adjudicatory authority.", "final_status": "Not stated in the excerpt provided.", "formatted_summary": "This section of the final order details the investigation into OCAL\u2019s alleged reciprocal services with DSPL and DDEPL. The evidence provided consisted of emails that appeared to come from individuals not employed by OCAL, raising questions about the authenticity of those transactions. Additionally, errors in the financial statements were acknowledged, further suggesting potential misrepresentations. No decisive legal conclusion or final determination is presented in this excerpt.", "held": "No specific holding or outcome has been included in the excerpt.", "latin_principles": {}, "legal_issues": "Whether OCAL\u2019s claims of providing and receiving advisory services are substantiated by credible evidence, and whether the acknowledged errors in financial statements amount to misrepresentation or non-disclosure.", "statutes": {} }, "chunk_8": { "analysis_of_arguments": "The primary contention against OCAL centers on unexplained mismatches in advisory services income and expenses, as well as inadequate disclosures in half-yearly and annual reports. OCAL argues these discrepancies resulted from clerical or bona-fide human errors, pointing to high staff turnover and organizational lapses. The opposing view underscores the contradictory statements from KMPs and the lack of clear evidence that such services were actually provided or received.", "cases_referred": [], "facts": "Onelife Capital Advisors Limited (OCAL) is alleged to have undertaken reciprocal software and advisory services with DSPL and DDEPL. Various contradictions arose regarding these transactions, including mismatched financial entries, incomplete related-party transaction (RPT) disclosures, and discrepancies in reported income and expenses. Certain key managerial personnel (KMP) statements conflicted with OCAL\u2019s claim that services were rendered. The show cause notice highlighted these mismatches and omissions, and OCAL attributed many of them to human or clerical errors, staff turnover, or inadvertent lapses. Prior proceedings involved reviewing OCAL\u2019s submissions, which included admissions of errors in the financials and the attributing of discrepancies to organizational lapses.", "final_status": "Not indicated in the provided excerpt", "formatted_summary": "The excerpt discusses alleged financial misstatements by OCAL regarding advisory and software services with DSPL and DDEPL. Key discrepancies arise from mismatched year-wise figures, inconsistent disclosures of related-party transactions, and conflicting statements from KMPs. OCAL largely attributes these problems to inadvertent and human errors rather than fraudulent intent.", "held": "No conclusive holding is stated in the provided text", "latin_principles": { "bona-fide": "\u2026the absence of disclosures in the half-yearly statements was due to organizational lapses and bona-fide error..." }, "legal_issues": "Whether OCAL misrepresented its financials and failed to disclose related-party transactions accurately, and if the admissions of errors constitute a violation of disclosure obligations.", "statutes": {} }, "chunk_9": { "analysis_of_arguments": "OCAL argues that it engaged DSPL and DDEPL for professional and advisory services, although some KMPs appear unaware of tangible services or deliverables provided. Certain directors state they had no involvement in or knowledge of these transactions, while OCAL refutes such claims and maintains that employees were used for subsidiary functions. The company also offered conflicting explanations about the subsidiary status of DSPL when questioned by NSE.", "cases_referred": [], "facts": "A dispute arose concerning the professional services allegedly provided by Dealmoney Securities Private Limited (DSPL) and Dealmoney E Marketing or Dealmoney E-Marketing Private Limited (DDEPL) to Onelife Capital Advisors Limited (OCAL). Certain key managerial personnel (KMPs) gave statements that they either were not aware of any actual services rendered or had not witnessed tangible benefits to OCAL from DSPL or DDEPL. OCAL claimed the provision of these services, but there were contradictions in statements from directors and employees. The company also cited DSPL as nearly a 100% subsidiary in some communications, while in others claimed it was not a subsidiary when questioned about related-party disclosures. The procedural background includes statements made before SEBI, replies submitted by OCAL, and an inspection report by NSE highlighting discrepancies in related-party transaction filings. The matter is currently addressed through a final order in SEBI proceedings.", "final_status": "Not specified in the excerpt provided", "formatted_summary": "The excerpt centers on OCAL\u2019s alleged engagement of DSPL and DDEPL for professional services and the contradictory narratives provided by different key managerial personnel regarding the actual receipt or provision of such services. OCAL\u2019s filings to NSE and its references to DSPL\u2019s subsidiary status further complicate the matter, raising questions on whether correct disclosures were made. The order highlights the conflicting statements and the subsequent reliance on testimony from KMPs. No final outcome on liability or penalty is explicitly provided.", "held": "No conclusive holding is stated in the excerpt, beyond noting that the statements of the KMPs can be relied upon and that contradictions in OCAL\u2019s explanations are found not tenable.", "latin_principles": {}, "legal_issues": "Whether OCAL properly disclosed related-party transactions, including loans and services, and whether contradictory statements by KMPs indicate a breach of disclosure or compliance obligations.", "statutes": {} } }, "counsels": [], "delivered_date": null, "facts": "A complaint was lodged with SEBI on October 30, 2022, alleging that Onelife Capital Advisors Limited (OCAL) diverted funds and misrepresented its financial statements. The National Stock Exchange examined potential listing violations, prompting SEBI to investigate possible breaches spanning FY2018 to FY2023. An interim order-cum-show cause notice restricted OCAL and certain individuals, including directors and key managerial personnel, from dealing in securities. Appeals before the Securities Appellate Tribunal led to partial relief and set timelines for proceedings. OCAL and its associates were accused of inflating revenue, engaging in circular transactions with entities such as Dealmoney Securities Private Limited (DSPL) and Dealmoney E-Marketing Private Limited (DDEPL), and failing to disclose related party transactions as required under the LODR Regulations. Show cause notices were issued and personal hearings conducted. The company ratified some transactions through shareholder resolutions and responded to various allegations regarding CFO and Audit Committee roles, interest-free loans to promoter entities, and delayed disclosures of key managerial changes. Prior instances of irregularities in an IPO were also examined. Ultimately, in March 2025, SEBI issued a final order addressing the alleged violations and imposing directions and penalties against responsible parties.", "final_status": "A final order was passed by SEBI, imposing directions and monetary penalties on certain Noticees and disposing of the matter.", "first_party": [ "1. Securities and Exchange Board of India" ], "grouped_statutes": { "Companies Act, 2013": [ "Paragraph 67.1: \u201cDuring 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... Sub-section (4) of section 203 of the Companies Act, 2013... provides that if the office of any KMP is vacated, the resulting vacancy shall be filled up by the Board... accordingly, it has been alleged that OCAL ... has violated clause (g) of sub-regulation (1) of regulation 4 of the LODR Regulations.\u201d", "Paragraph 67.3: \u201cI note that OCAL has provided a timeline according which there has been no delay... The Annual Report for FY2023 has recorded the said vacancy from October 14, 2022. Further, no documentary evidence has been submitted by OCAL... there is still a delay of 4 days which is not in compliance with sub-section (4) of section 203 of the Companies Act, 2013...\u201d", "Paragraph 70.3: \u201cIn this regard, I note that section 27 of the SEBI Act, 1992, provides for the liability of certain persons... The said section provides for the vicarious liability... By virtue of the Companies Act, 2013, a CFO is a KMP...\u201d", "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... For the purpose of above disclosures directors\u2019 interest shall have the same meaning as given in Section 184 of Companies Act, 2013." ], "Income Tax Act, 1961": [ "d. 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 on the amount of INR 424 Lakh... OCAL submitted to the authority that \u2018\u2026while computing the tax liability... 40(a)(ia) of the Income Tax Act, 1961 on account of non-deduction of TDS...\u2019 e. I note that the Income Tax Authority... \u201811. In view of the above, the claim of the assessee is acceptable as the provisions of TDS are not applicable where there was no claim of expenditure...\u2019" ], "Ind AS 24": [ "\u201cNon-disclosures of RPTs by OCAL in its Annual Report were not in accordance with Ind AS 24. ... OCAL failed to disclose the RPTs with DDEPL for FY 2020 and with its Promoter/Director for FY 2022 and FY 2023, thereby concealing material information from stakeholders.\u201d", "Paragraph 40.11: \u201cAs per clauses (a) and (b) of sub-regulations (1) of regulation 4 ... 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... This also resulted in misrepresentation of financial statements...\u201d", "In paragraph 47, it was submitted that the absence of RPTs being reported specifically under the RPT head in the financial statements of certain financial years was a technical mistake... However, Ind AS 24 requires separate disclosure of RPTs...", "Paragraph 63.3: \u201c... 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.\u201d Paragraph 63.7: \u201c...OCAL had not disclosed the loan transactions with PFPPL during FY 2019 under RPT disclosure... which was not in accordance with the Ind AS 24...\u201d", "48.7. Further... OCAL failed to disclose the receipts/repayments of loans made from/to its promoter-director, Mr. Prabhakara Naig ... which was not in accordance with Ind AS 24. Hence, OCAL was alleged to have violated ... thereby resulting in misrepresentation of financial statements...", "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 ... resulting in misrepresentation..." ], "LODR Regulations": [ "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon to show cause\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "19.1. Whether Noticees , by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations\u2026", "\u201cI 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\u2026 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.\u201d", "Paragraph 40.6: \u201c...OCAL violated provisions of sub-regulation (2) of regulation 23 of the LODR Regulations.\u201d Paragraph 40.7: \u201c...it has been alleged that OCAL violated the provisions of sub-regulation (4) of regulation 23 of the LODR Regulations...\u201d Paragraph 40.10: \u201c...it has also been alleged that OCAL violated the provisions of sub-regulation (9) of regulations 23 of LODR Regulations.\u201d Paragraph 40.11: \u201cHence, OCAL was alleged to have violated clauses (a) and (b) of sub-regulations (1) of regulation 4... resulting in misrepresentation of 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.\u201d", "Paragraph 66.4: \u201cI have perused the allegations... I find that the delay in making disclosures... sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations...\u201d Paragraph 66.5: \u201cOCAL... is not acceptable. ... The spirit of the regulation is to ensure timely disclosure of information that is material. Hence, the charges alleged against OCAL are established and I find that OCAL violated the provisions of sub-regulation (2) of regulation 30 read with Part A of Schedule III of the LODR Regulations.\u201d", "Paragraph 70.7 (excerpts referencing regulation 4): \u201c...(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)... create specific and direct liability of the board of directors...\u201d", "Paragraph 61.8: \u201cFurther, 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...\u201d", "Paragraph 66.2: \u201cIt 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...\u201d", "66.2: \u201c...there is still a delay of 4 days which is not in compliance with sub-section (4) of section 203 of the Companies Act, 2013. In view of the forgoing, I find that OCAL has violated provisions of clause (g) of sub-regulation (1) of regulation 4 of the LODR Regulations.\u201d", "72.7: \u201cIn view of the above, the Noticee No. 4 has violated the provisions of clauses (f), (k) and (r) ... 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...\u201d", "Securities and Exchange Board of India Act, 1992 (Paragraph 35) excerpt referencing: \u201c...I find that the acts of OCAL leads to violation of the LODR Regulations as well.\u201d", "78. ... accordingly, I find that Noticees Nos. 5 to 9 have not complied with 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..." ], "PFUTP Regulations": [ "Paragraph 6: 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\u2026 penalty be not imposed on them\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon to show cause\u2026 penalty be not imposed\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon to show cause\u2026 penalty be not imposed\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon to show cause\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations.", "Also in paragraph 47, the order finds that the misrepresentation of financial statements and other disclosures amounts to 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. The adjudicating authority observed that these actions constituted misrepresentation in published statements and thus are encompassed under fraudulent or unfair trade practices.", "Excerpt from paragraph 70.9 (approx. 100 words): \u201cI find that Mr. Pandoo Naig has violated the provisions of \u2026 regulation 4 read with clauses (b) and (c) of sub-regulation (1) of regulation 2 of the PFUTP Regulations \u2026 The misrepresentations and omissions in the financial statements, as established, suggest contravention of these provisions under the PFUTP framework.\u201d", "Misstatements/ misrepresentation in financial (with respect to sales and purchase transactions) - (PFUTP and SEBI Act violations) 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 1, 2 and 3 YES [except Regulation 4(2)(e) of the PFUTP Regulations]", "Sr. No. 22. Misstatements/misrepresentation in financial (with respect to non-disclosure of RPTs in Annual Report) - (PFUTP violations): Regulations 4(2) (f), (k) \u0026 (r) read with 2(1)(b) \u0026 (c) of the PFUTP Regulations read with section 27 of the SEBI Act, 1992 1, 2, 3 and 4 YES. In the extant matter, penalty under section 15HA of the SEBI Act is attracted for the violations of the PFUTP Regulations\u2026", "63.7. In view of the above, I find that the charge of non-disclosure of loan transaction details of OCAL with PFPPL and OSIL is established and I find that OCAL has violated sub-regulation (9) of regulation 23 of the LODR Regulations. Further, OCAL had not disclosed the loan transactions with PFPPL during FY 2019 under RPT disclosure in Annual Report for FY 2019, which was not in accordance with the Ind AS 24... 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...", "PFUTP Regulations (sub-regulation (1) of regulation 4): 43. \u2026 In the case of subordinate legislation like Rules and Regulations there is no authority vested to carry out retrospective amendment unless the retrospective amendments are beneficial amendments. Sometimes explanations are inserted\u2026 (refer para 29 of this order with respect to explanation to sub-regulation (1) of regulation 4 of the PFUTP Regulations)...", "48.7. Further, based on the details provided by OCAL... Hence, OCAL was alleged to have violated ... 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...", "Paragraph 61.8 (excerpt): \u201cFurther, it has also been alleged that the failure to disclose RPTs... 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", "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)\u2026" ], "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 - \u2018(4) All material related party transactions shall require approval of the shareholders...\u2019\u201d", "\u201cThe 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: \u2018Explanation. -A transaction with a related party shall be considered material if the transaction(s) ... ten percent of the annual consolidated turnover of the listed entity ...\u2019\u201d" ], "SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021": [ "\u201cThe 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: \u2018All related party transactions shall require prior approval of the audit committee...\u2019 The amendment refines the scope of transactions necessitating audit committee approval...\u201d" ], "SEBI (Merchant Bankers) Regulations, 1992": [ "88.4. SEBI, vide order dated February 9, 2017, settled the proceedings initiated by SEBI against OCAL in its capacity as a ... merchant banker for alleged violations of SEBI (Merchant Bankers) Regulations, 1992." ], "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018": [ "\u201c1) The above mentioned provision was substituted with effect from February 01, 2019 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018. Prior to the substitution, the provision reads as under - \u2018(e) any act or omission amounting to manipulation of the price of a security.\u2019\u201d", "2) \u201cThe above mentioned provision was substituted with effect from February 01, 2019... Prior to the substitution, the provision reads as under- \u2018(f) publishing or causing to publish or reporting... which is not true...\u2019\u201d", "3) \u201cThe above mentioned provision was previously substituted with effect from February 01, 2019... Prior to the substitution, the provision reads as under - \u0027an advertisement that is misleading...\u0027\u201d", "4) \u201cThe above mentioned provision was substituted with effect from February 01, 2022... Prior to the substitution, the provision reads as under- \u2018(r) planting false or misleading news which may induce sale or purchase of securities...\u2019\u201d" ], "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2022": [ "\u201cThe above mentioned provision was substituted with effect from January 21, 2022 by the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2022. Prior to the substitution, the provision reads as under - \u2018disseminating information or advice through any media... which the disseminator knows to be false or misleading and which is designed or likely to influence the decision of investors dealing in securities;\u2019\u201d" ], "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2024": [ "\u201cThe 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 - \u2018Explanation. \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... shall be and shall always be deemed to have been considered as manipulative, fraudulent...\u2019\u201d" ], "SEBI (Stock brokers and Sub-brokers) Regulations, 1992": [ "88.4. SEBI, vide order dated February 9, 2017, settled the proceedings initiated by SEBI against OCAL in its capacity as a stock broker... for alleged violations of SEBI (Stock brokers and Sub-brokers) Regulations, 1992..." ], "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": [ "\u201c1. Pursuant to a complaint dated October 30, 2022 \u2026 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 \u2026 during the period from April 1, 2018 to March 31, 2023.\u201d", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon ... for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "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; 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.", "\u201c14.2. The Noticee submitted details ... in compliance with sub-regulation (3) of regulation 18 of the LODR Regulations. ... Table No. 2 further references 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 (3) of regulation 34 read with Part A of Schedule V and regulation 48 of the LODR Regulations.\u201d", "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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (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 read with section 27 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 ...", "\u201c...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.\u201d", "Paragraph 40.6: \u201cThus, 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.\u201d Paragraph 40.7: \u201cWith 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... Similarly... 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...\u201d Paragraph 40.10: \u201cIt has also been alleged that OCAL did not disclose to exchanges the following sale and purchase transactions with DSPL and DDEPL ... Thus, it has also been alleged that OCAL violated the provisions of sub-regulation (9) of regulations 23 of LODR Regulations.\u201d Paragraph 40.11: \u201cAs per clauses (a) and (b) of sub-regulations (1) of regulation 4... This also resulted in misrepresentation of 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.\u201d", "Paragraph 41: LODR Regulations (sub-regulation (2) of regulation 23): \u201cFrom the reply submitted by the Noticee, it is seen that the Noticee has not given any explanation for the violation of not obtaining prior audit committee approval\u2026 violation of sub-regulation (2) of Regulation 23 of the LODR Regulations is established...\u201d", "Paragraph 42: LODR Regulations (sub-regulation (9) of regulation 23): \u201cThe Noticee has also accepted non-disclosure to stock exchanges... Thus, it is held that OCAL is in violation of sub-regulation (9) of regulation 23 of the LODR Regulation.\u201d", "Paragraph 43: LODR Regulations (sub-regulation (4) of regulation 23): \u201cWith respect to the requirement of shareholders\u2019 approval... I am constrained not to accept the submission as the amendment carried out in LODR was with effect from April 01, 2022 and it cannot apply to prior transactions...\u201d", "Paragraph 46 and 48 references: Onelife Capital Advisors Ltd.\u2019s failure to obtain timely shareholder and audit committee approvals for material related party transactions, as mandated under regulation 23 of the LODR Regulations. The order cites non-disclosure or delayed disclosure, contravening sub-regulations (2), (9), and other provisions.", "24. 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... 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...", "25. I find that OCAL failed to abide by the principles... 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.", "48.5. Disclosure to stock exchanges: \u201cIt has also been alleged that details of interest paid by OCAL to FCHL were not reported... Therefore, OCAL has allegedly violated the provisions of sub-regulation (9) of regulation 23 of the LODR Regulations.\u201d ... 48.7. \u201cFurther, based on the details... it was observed that OCAL did not obtain prior approvals of its Audit Committee for the loans taken from Mr. Prabhakara Naig... Hence, OCAL was alleged to have violated ... thereby resulting in violation of clauses (f), (k) and (r) of sub-regulation (2) of regulation 4 read with clauses (b) and (c)...\u201d", "78. On consideration, I find that the members of the Audit Committee failed to carry out adequate due diligence... 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... cannot be held liable... in terms of section 27 of the SEBI Act, 1992...", "66.4: \u201cI 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... events specified in Para A ... are deemed to be material events.\u201d", "70.1: \u201cIt has been observed that Pandoo Naig (Noticee No. 2), Promoter of OCAL was the Managing Director... as CFO had given CEO-CFO certification as required under sub-regulation (8) of regulation 17 of the LODR Regulations... He was also Audit Committee Member...\u201d", "72.7: \u201cIn 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...\u201d" ], "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": [ "\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", "Paragraph 6: 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.", "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:" ], "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": [ "\u201c1. Pursuant to a complaint dated October 30, 2022 received by Securities and Exchange Board of India (\u201cSEBI\u201d) \u2026 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) \u2026 during the period from April 1, 2018 to March 31, 2023 (hereinafter referred to as \u201cRelevant Period/ Investigation Period\u201d).\u201d", "Paragraph 6: Further, Noticees Nos. 1 to 9 were also called upon to show cause as to why inquiry should not be held\u2026 and penalty be not imposed on them\u2026 for the alleged violations of provisions of the SEBI Act, 1992, the PFUTP Regulations and the LODR Regulations, as the case may be.", "\u201cSub-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 ... were invoked on account of misrepresented financial results and alleged deception of investors ...\u201d", "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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (2) of regulation 30 read with Part A of Schedule III.", "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", "\u201cSub-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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (2) of regulation 30 read with Part A of Schedule III ...\u201d", "\u201cSub-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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (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 read with section 27 of the SEBI Act, 1992.\u201d", "\u201cWhether Noticees, by their acts, have violated provisions of the SEBI Act, 1992, the LODR Regulations and the PFUTP Regulations with respect to ...\u201d", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 26): 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\u2026 Accordingly, it has been alleged that OCAL has violated various provisions of the PFUTP Regulations.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 28): 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\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 29): 29. Further, sub-regulation (1) of regulation 4 of the PFUTP Regulations, inter alia, seeks to prohibit manipulative, fraudulent or unfair trade practices\u2026 What was earlier implicit has now been made explicit\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 30): 30. Further, the terms \u201cdealing in securities\u201d and \u201cfraud\u201d as defined in clauses (b) and (c) of sub-regulation (1) of regulation 2\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 31): 31. Further, sub-regulation (2) of regulation 4 of the PFUTP Regulations lays down specific rules that prohibit conduct by deeming them fraudulent activities\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 32): 32. Further, in terms of clause (f) of sub-regulation (2) of regulation 4\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 33): 33. Further, in terms of clause (k) of sub-regulation (2) of regulation 4\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 34): 34. In terms of clause (r) sub-regulation (2) of regulation 4\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 36): 36. With respect to the allegation of violation of cause (e)\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 37): 37. Further, I find that the acts of OCAL in misrepresenting/ mis-stating financial statements\u2026", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations (Paragraph 38): 38. It may be noted that in the matter of SEBI vs. Shri Kanaiyalal Baldevbhai Patel\u2026 the Hon\u2019ble Supreme Court held that\u2026" ], "Securities and Exchange Board of India Act, 1992": [ "\u201c1. 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).\u201d", "Paragraph 5: 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.\n\nParagraph 6: 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.", "\u201c17. ... The specific violations of the relevant provisions of the SEBI Act, 1992 and provisions of various regulations issued thereunder as stated in the SCN are presented below \u2013 ... Hence, the company concealed correct picture of its financials ... and sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992...\u201d", "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, 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-regulations (2), (4) and (9) of regulation 23, sub-regulations (2) of regulation 30 read with Part A of Schedule III.", "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", "\u201c17. ... The specific violations of the relevant provisions of the SEBI Act, 1992 and provisions of various regulations ... I find that OCAL has used deceptive device, scheme or artifice which operated as deceit upon investors/ shareholders of OCAL by not reflecting the correct financials ... Thus, I find that the acts of OCAL leads to violation of provisions 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.\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.", "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 Regulations and sub-section (c) of section 12A of the SEBI Act, 1992.", "Securities and Exchange Board of India Act, 1992 (Paragraph 35): 35. I note that as per SCN, the scrip was trading on BSE at INR 20.25 on April 03, 2018 (first trading day of investigation period) which increased to INR 28.50 on April 19, 2018 before declining to INR 13.37 on March 31, 2023 (last trading day). ... I find that OCAL has used deceptive device, scheme or artifice which operated as deceit upon investors/ shareholders of OCAL by not reflecting the correct financials of the OCAL. Thus, I find that the acts of OCAL leads to violation of provisions 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.", "\u2026I find that OCAL has used deceptive device, scheme or artifice which operated as deceit upon investors/shareholders of OCAL by not reflecting the correct financials\u2026 Thus, I find that the acts of OCAL leads to violation of provisions 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.", "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.", "SEBI Act, 1992: \u201cI 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...\u201d", "Excerpt from paragraph 70.9: \u201cIn view of the above discussions, I find that Mr. Pandoo Naig has violated \u2026 sub-sections (a), (b) and (c) of section 12A of the SEBI Act, 1992 \u2026 read with Section 27 of the SEBI Act, 1992 \u2026 Mr. Pandoo Naig is responsible for non-compliance of sub-regulation (8) of regulations 17 read with Part B of Schedule II of the LODR Regulations... Further, Mr. Pandoo Naig being an Audit Committee member \u2026 is also found to have violated sub-regulation (3) of regulation 18 read with section 27 of the SEBI Act, 1992.\u201d", "Securities and Exchange Board of India 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... 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.", "SEBI Act, 1992 (Section 15HB): \u201c15HB. Whoever fails to comply with any provision of this Act, the rules or the regulations made or directions issued by the Board thereunder for which no separate penalty has been provided, shall be liable to a penalty...\u201d", "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...", "87. I note that Section 15J of the SEBI Act provide for factors which are required to be considered for adjudging quantum of penalty...", "SEBI Act, 1992 full text excerpt: \u201cProhibition of manipulative and deceptive devices\u2026 12A. No person shall directly or indirectly \u2014 (a) use or employ\u2026 (b) employ any device\u2026 (c) engage in any act\u2026 Delegation 19\u2026 Contravention by companies 27(1)\u2026 27(2)\u2026 Explanation\u2026 (a) \u201ccompany\u201d means\u2026 (b) \u201cdirector\u201d in relation to a firm means a partner in the firm.\u201d" ] }, "held": "The final order concluded that OCAL and certain directors or key managerial personnel violated multiple provisions of the SEBI Act, the PFUTP Regulations, and the LODR Regulations by misrepresenting financial statements and failing to disclose related party transactions. Monetary penalties were imposed, and some individuals were restricted from accessing the securities market. The order underscores the importance of accurate financial disclosures, appropriate governance structures, and strict compliance with listing obligations.", "latin_principles": { "bona-fide": "Mentioned in multiple paragraphs to indicate that alleged nondisclosures or errors resulted from bona-fide mistakes or organizational lapses rather than intentional fraud.", "inter alia": "Paragraph 7: \u0027Vide its order dated November 25, 2024, Hon\u2019ble SAT disposed of the said Appeal, inter alia, granting certain concessions...\u0027", "inter-se": "Paragraph 12.8: \u0027With respect to the allegation of inflation of revenue/other expenses through circuitous transactions... With respect to Contracts inter-se OCAL, DSPL and DDEPL...\u0027", "malafide": "Paragraph 75: \u0027Further, there was no reason to believe that there was any irregularity in a malafide manner.\u0027", "prima_facie": "12.12. \u0027There was no inflation in revenue in the manner alleged by SEBI or otherwise... SEBI\u2019s allegations in this respect are prima-facie factually incorrect.\u0027" }, "legal_issues": [ "Whether OCAL and its directors, key managerial personnel, and other Noticees: engaged in misleading or inflated financial practices", "failed to disclose related party transactions and comply with listing and disclosure obligations", "participated in circular or artificial transactions inflating revenue or expenses", "misrepresented financial statements contravening SEBI regulations", "advanced or received interest-free loans without requisite approvals", "and otherwise violated corporate governance standards under the LODR, PFUTP Regulations, and the SEBI Act, 1992." ], "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 Act, 2013": "Invoked in discussions of key managerial personnel obligations, director responsibilities, and the need for accurate annual reports. Section 203 concerning the appointment of a Company Secretary within six months of a vacancy was cited, and lapses in fulfilling that requirement formed part of the alleged violations. Directors\u2019 responsibility statements and compliance with sub-section (3) of Section 134 also arose in the context of annual disclosure and financial approval processes.", "Income Tax Act, 1961": "One paragraph indicates that the Income Tax Authority issued a show cause notice to OCAL for non-payment of TDS on INR 424 Lakh in services taken from DSPL. OCAL disallowed expenses under section 40(a)(ia) in its tax computations, asserting it did not claim them as deductions. The Income Tax Authority accepted OCAL\u2019s submission that TDS was not triggered if the company itself disallowed the relevant expenses in its tax filings.", "Ind AS 24": "Mentioned repeatedly for non-disclosure of related party transactions in the company\u2019s annual reports. The standard requires entities to disclose relationships, transactions, and balances with related parties to ensure transparency. OCAL\u2019s omissions, such as providing interest-free loans without listing them as RPTs, constituted non-compliance with Ind AS 24 and led to misrepresentation of its financial statements.", "SEBI (Stock brokers and Sub-brokers) Regulations, 1992 and SEBI (Merchant Bankers) Regulations, 1992": "Documents mention earlier proceedings and settlement orders related to OCAL in its capacity as a stock broker and merchant banker, though these references primarily reflect background information on OCAL\u2019s overall regulatory history rather than the present cause of action.", "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": "These regulations set forth obligations for listed entities to disclose accurate financial information, approve related party transactions through audit committees and shareholders when material, and uphold proper governance. Key provisions include Regulation 23 for approvals of material related party transactions and Regulation 4(1) specifying that disclosures be consistent with accounting standards. Amendments have refined materiality thresholds, related party definitions, and mandatory procedures for obtaining prior approvals. Violations can lead to penalties under Section 15HB of the SEBI Act.", "Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995": "These rules outline the procedural framework by which SEBI initiates inquiries, issues show cause notices, and conducts hearings before adjudicating and imposing penalties. They authorize inquiry officers to admit evidence, allow cross-examination, and ultimately render decisions on violations of the SEBI Act and related regulations.", "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": "These regulations prohibit persons from directly or indirectly dealing in securities in a fraudulent manner or using manipulative devices to mislead investors. Regulation 3 forbids manipulation and deceit in listed securities, while Regulation 4 proscribes manipulative, fraudulent, or unfair practices, including diversion or misutilization of company assets to alter the price of its securities. Amendments over time (e.g., 2018, 2022, 2024) clarified that publishing misleading information or causing deception in a company\u0027s financial statements are deemed fraudulent acts, attracting penalties under Section 15HA of the SEBI Act.", "Securities and Exchange Board of India Act, 1992": "Paragraphs referencing the SEBI Act, 1992 discuss sections 11, 11B, 12A, 15HA, 15HB, and 27, which authorize SEBI to protect investor interests, regulate the securities market, and impose penalties where fraudulent or deceptive practices are found. The Act defines liability for contraventions committed by a company and its officers and permits SEBI to issue directions, levy monetary penalties, and debar entities from accessing the securities market. It further prohibits employing manipulative or deceptive devices, schemes to defraud, and any course of business operating as a fraud upon investors in listed securities." }, "statutes_headnotes": { "Companies Act, 2013": "\u2014 Key Managerial Personnel \u2014 Section 203(4) mandates prompt filling of KMP vacancy; delay of 4 days amounts to violation \u2014 CFO is a KMP under the Act \u2014 Directors\u2019 interests must be disclosed as per Section 184 \u2014 Non-compliance and lack of supporting documents led to monetary penalties \u2014 Emphasizes timely appointments, accurate disclosures, and corporate governance.", "Ind AS 24": "\u2014 Non-disclosure of Related Party Transactions \u2014 Requires separate disclosure of RPTs in financial statements \u2014 OCAL\u2019s failure to disclose transactions with affiliated entities amounts to concealment of material information \u2014 Held to misrepresent financial statements and breach listing and regulatory obligations \u2014 Monetary sanctions imposed.", "SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) (Amendment) Regulations, 2018": "\u2014 Substitution of provisions from February 01, 2019 and February 01, 2022 \u2014 Previous regulations barred acts of manipulation and publishing untrue or misleading statements \u2014 SEBI\u2019s investigation into OCAL uncovered alleged fund diversion, financial misrepresentation, and RPT non-disclosure \u2014 Multiple show cause notices and appeals before SAT \u2014 Final order imposed monetary penalties on OCAL and key persons \u2014 Reinforces transparent disclosures, strong governance, and compliance with securities norms.", "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015": "\u2014 Non-disclosure and delayed disclosure of Related Party Transactions \u2014 Failure to obtain prior Audit Committee approval and material RPT approvals from shareholders in violation of regulation 23 \u2014 Misrepresentation of financial statements and non-compliance with disclosure principles under regulation 4 \u2014 Audit Committee lacking due diligence (regulation 18) \u2014 Further violations found under regulations 4(1)(a), 4(1)(b), 4(1)(g), 4(2)(f), 4(2)(k), 4(2)(r), 23(2), 23(4), 23(9), 30(2), 33(1)(c), 34(3), and 48 \u2014 Monetary penalties imposed and market access restricted \u2014 Highlights transparent governance, timely disclosures, and strict listing compliance.", "Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003": "\u2014 Prohibition of Fraudulent and Unfair Trade Practices \u2014 SEBI investigation into misrepresentation of financial statements, fund diversion, and non-disclosure of RPTs \u2014 Noticees called upon to show cause under regulation 3(b), (c), (d), regulation 4(1), and clauses (e), (f), (k), (r) of regulation 4(2) \u2014 Conduct held to constitute fraudulent and unfair trade practices \u2014 Show Cause Notices issued for monetary penalties under the SEBI Act and these Regulations \u2014 Company, Directors, and KMP found liable \u2014 Emphasis on accurate disclosures, robust governance, and strict adherence to regulatory obligations.", "Securities and Exchange Board of India Act, 1992": "\u2014 Investigation and Show Cause \u2014 Alleged diversion of funds and misrepresentation of financial statements by Onelife Capital Advisors Limited \u2014 Violations of PFUTP Regulations and LODR Regulations, read with sections 11 and 11B of SEBI Act \u2014 Use of deceptive device leading to deceit of investors and incorrect financials \u2014 Noticees called upon to show cause for restraining orders, monetary penalties, and directions \u2014 Company, directors, and Audit Committee members found liable for non-disclosure of RPTs and breach of governance standards \u2014 Violations of section 12A(a), (b), (c) and liabilities under section 27 \u2014 Monetary penalties imposed under sections 15HA and 15HB \u2014 Underscores need for accurate disclosures, diligent audits, and strict listing compliance." } }, "summary": { "formatted_summary": "SEBI initiated an investigation of Onelife Capital Advisors Limited (OCAL) following allegations of fund diversion, misrepresentation of financial statements, and non-disclosure of related party transactions spanning several financial years. The inquiry revealed transactions with Dealmoney group entities that allegedly lacked contractual clarity or formal approvals, inflating OCAL\u2019s reported revenue and expenses and obscuring its true financial position. Multiple show cause notices, interim orders, and appeals before the Securities Appellate Tribunal ensued. Audit Committee reviews and shareholder ratifications were introduced for certain dealings. Ultimately, SEBI\u2019s final order imposed monetary penalties on OCAL and key individuals for contravening listing regulations and engaging in fraudulent or unfair trade practices, underscoring the importance of transparent disclosures and robust governance." } }