Auditor Report of Onelife Capital Advisors Ltd.
Mar 31, 2016
INDEPENDENT AUDITOR''S REPORT
TO THE MEMBERS OF, ONE LIFE CAPITAL ADVISORS LIMITED 1. Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of ONE LIFE CAPITAL ADVISORS LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
2. Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Director, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.
5. Emphasis of Matters
As mentioned in Note No. 27 to the standalone financial statements, the Company has passed special resolution through postal ballot with requisite majority which has been announced on 13th February, 2016 whereby the objects of the balance IPO proceeds of Rs. 2,625 lacs has been changed as per the details given in the said note.
Our opinion is not modified in respect of this matter.
6. Report on Other Legal and Regulatory Requirements
A. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub section (11) of section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure "A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
B. As required by Section 143 (3) of the Act, we report that:
i. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
ii. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
iii. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
iv. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
v. The matter described under the "Emphasis of Matters" paragraph above, in our opinion, may have an adverse impact on the functioning of the Company.
vi. On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
vii. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".
viii. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its standalone financial statements -Refer note no. 19 forming part of the notes to financial statements;
ii. As at March 31, 2016, the Company did not have any outstanding long term contracts including derivative contracts as referred to Note No. 31 of the standalone financial statements; and
iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year.
i. a. The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.
b. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c. According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company owns no immovable properties and hence reporting under paragraph 3(i)(c) of the said Order is not applicable.
ii. The Company''s nature of operations does not require it to hold inventories. Accordingly, clauses (ii)(a) to (ii)(c) of paragraph 3 of the Order are not applicable to the Company.
iii. According to information and explanations given to us, the Company has granted unsecured loans to 2 companies covered in the register maintained under Section 189 of the Act. The Company has not granted any secured / unsecured loans to firms, LLPs or other parties covered in the register maintained under Section 189 of the Act.
a. In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Company''s interest.
b. The repayment terms are not stipulated as the loans are repayable on demand and the parties are regular in payment of interest. There is no outstanding as at the yearend in respect of one Company.
c. In respect of the above loan to one company whose loan is outstanding at the year end, there is no amount which is overdue for more than ninety days.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
v. According to the information and explanations given to us, the Company has not accepted any deposits during the year from the public within the meaning of sections 73 to 76 of the Act and the Rules framed there under.
vi. According to information and explanations given to us, maintenance of cost records as prescribed by the Central Government under sub section (1) of section 148 of the Act is not considered as the Company has not done any activity prescribed under the said section.
vii. a. According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues, as applicable to it, with the appropriate authorities, though there have been slight delay in few cases.
b. According to information and explanations given to us, There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.
c. According to the records of the Company and the information and explanations given to us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax, which have not been deposited as on March 31, 2016 on account of any dispute.
viii. In our opinion and according to the information and explanations given to us there are no loans or borrowings from financial institution or bank or Government and the Company has not issued any debentures.
ix. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.
xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under paragraph 3(xii) of the said Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
xiv. According to information and explanations given to us and based on our examination of the records of the Company, during the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the company, the Company has not entered into non-cash transactions for acquisition of assets for consideration other than cash referred to section 192 of the Act with its directors or persons connected with its directors.
xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (''the Act'')
We have audited the internal financial controls over financial reporting of ONE LIFE CAPITAL ADVISORS LIMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control over Financial Reporting issued by the Institute of Chartered Accountants of India (the ''Guidance Note''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor''s Responsibility
Our responsibility is to express an opinion on the company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing as specified under Section 143 (10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the stand lone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note.
For KHANDELWAL JAIN & CO.
Chartered Accountants
Firm Registration No.: - 105049
W S. S. SHAH
Partner
Membership No. 33632
Place: Mumbai
Date : August 13, 2016
Mar 31, 2015
We have audited the accompanying Standalone financial statements of ONE
LIFE CAPITAL ADVISORS LIMITED ("the Company"), which comprises the
Balance Sheet as at March 31,2015, the Statement of Profit and Loss and
the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
2 Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
3 Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under. We conducted our
audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Director, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements
4 Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, and its profit and its cash flows for the year ended
on that date.
5 Emphasis of Matters
Attention is invited to the following: -
a As mentioned in Note No. 20 to the standalone financial statements,
as per the order of Securities Exchange Board of India (SEBI) dated
30th August, 2013, the Company was required to bring back Rs. 3,525
Lacs which were held to be diverted IPO proceeds. Further, the Company
and its managing director Mr. Pandoo P. Naig were restrained and
prohibited from accessing the securities market for a period of 3 years
from the date of the interim order of SEBI i.e., from December28, 2011.
As mentioned in Note No. 21 to the standalone financial statements, the
Company have received back Rs. 3,525 Lacs from the different parties.
The total amount of Rs. 3,525 Lacs has been kept in fixed deposits with
Bank as on March 31,2015.
b As mentioned in Note No. 22 to the standalone financial statements,
the Company has received Adjudication order dated November 28, 2014
imposing a penalty of Rs. 45 Lacs on the Company, Rs.155 Lacs on
Managing Director Mr. Pandoo Naig and Rs.150 Lacs on Whole time
Director Mr. T. K. P. Naig for violation u/s 15-1 of SEBI Act, 1992
read with rules 5 of SEBI (Procedure for holding inquiry and imposing
penalties by Adjudicating Officer) Rules, 1995 and u/s. 23-I of
Securities Contract (Regulation) Act, 1956 read with rule 5 of
Securities Contracts (Regulation) (Procedure for holding inquiry and
imposing penalties by Adjudicating Officer) Rules, 2005. The Company
has paid the penalty amount of Rs. 45 Lacs to SEBI and debited it as
exceptional item in the statement of Profit and Loss.
c As mentioned in Note No. 32(b) to the standalone financial
statements, the Company has passed a special resolution through postal
ballot conducted on January 23, 2014 and changed the objects of the
IPO. The amount of Rs. 3,525 is lying in the bank as on March 31,2015
pending the utilisation.
Our opinion is not qualified in respect of these matters.
6 Report on Other Legal and Regulatory Requirements
(A) As required by the Companies (Auditors Report) Order, 2015 ("the
Order1'), issued by the Central Government of India in terms of sub
section (11) of section 143 of the Act, we give in the Annexure, a
statement on the matters specified in the paragraphs 3 and 4 of the
Order, to the extent applicable.
(B) As required by Section 143 (3) of the Act, we report that:
a We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
e The matter described under the "Emphasis of Matters" paragraph above,
in our opinion, may have an adverse impact on the functioning of the
Company.
f On the basis of the written representations received from the
directors as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
g With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i The Company has disclosed the litigations taken place during the
year. As at March 31,2015 that there were no litigations and
proceedings pending as referred to Note No. 35 of the standalone
financial statements;
ii As at March 31,2015, the Company did not have any outstanding long
term contracts including derivative contracts as referred to Note No.
35 of the standalone financial statements; and
iii There was no amount required to be transferred to the Investor
Education and Protection Fund by the Company during the year.
Annexure to Independent Auditors' Report
(Referred to in paragraph 6A under 'Report on Other Legal and
Regulatory Requirements' section of our report of even date)
i In respect of fixed assets:
a The Company has maintained proper records showing full particulars
including quantitative details and situations of Fixed Assets.
b As per the information and explanations given to us, there is a
phased programme of physical verification of fixed assets adopted by
the Company and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification is
reasonable, having regard to the size of the Company and nature of its
assets.
ii In respect of Inventories:
The Company's nature of operations does not require it to hold
inventories. Accordingly, clauses (ii)(a) to (ii)(c) of paragraph 3 of
the Companies (Auditors Report) Order, 2015 ("the Order1') are not
applicable to the Company.
iii According to information and explanations given to us, the Company
has granted unsecured loans to companies covered in the register
maintained under section 189 of the Companies Act, 2013. In respect of
such laon:
a The repayment terms are not stipulated as the laon is repayable on
demand and are regular in payment of interest.
b There were no overdue amount of principal and interest.
iv In our opinion and according to information and explanations given
to us, there are adequate internal control systems commensurate with
the size of the Company and the nature of its business with regard to
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in such internal control system.
v In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits during the year
from the public. Therefore, the provisions of the clause 3 (v) of the
Order are not applicable to the Company.
vi The provisions of clause 3 (vi) of the Order are not applicable to
the Company as the Company is not covered by the Companies (Cost
Records and Audit) Rules, 2014.
vii In respect of statutory dues:
a According to the information and explanations given to us and records
examined by us, the Company is generally regular in depositing
undisputed statutory dues including provident fund, employees' state
insurance, income tax, sales tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax, cess and any other material
statutory dues, wherever applicable to it, with the appropriate
authorities, though there have been a slight delay in few cases.
According to information and explanations given to us no undisputed
arrears of statutory dues were outstanding as at March 31, 2015 for a
period of more than six months from the date they became payable.
b According to the records of the Company and the information and
explanations given to us, there are no dues of income tax, sales tax,
wealth tax, service tax, duty of customs, duty of excise, value added
tax or cess, which have not been deposited as on March 31,2015on
account of any dispute.
c During the year ended March 31, 2015, the Company was not required to
transfer any amount to Investor Education and Protection Fund in
accordance with the relevant provisions of the Companies Act, 1956 (1
of 1956) and rules made there under. Accordingly, paragraph 3(vii)(c)of
the Order is not applicable.
viii There are no accumulated losses at the end of the financial year
and the Company has not incurred cash losses during the financial year
covered by the audit and in the immediately preceding financial year.
ix In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
bank. There are no dues to any financial institution and the Company
has not issued any debentures.
x Based on our examination of the records and information and
explanations given to us, the company has not given any guarantee for
loans taken by others, from bank or financial institutions.
xi According to the information and explanations given to us, as also
on the basis of books and records examined by us, there were no term
loans raised and availed during the year.
xii During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
For KHANDELWAL JAIN & CO.
Chartered Accountants
Firm Registration No.: 105049W
S. S. SHAH
Partner
Membership No.: 033632
Place: Mumbai
Date : August 14, 2015
Mar 31, 2014
We have audited the accompanying financial statements of ONELIFE
CAPITAL ADVISORS LIMITED ("the Company"), which comprise the
Balance Sheet as at March 31. 2014. the Statement of Profit and Loss
and the Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
2 Management's Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act. 1956 ("the
Act") read with the General Circular 15/2013 dated 13*' September.
2013 of the Ministry of Corporate Affairs in respect of Section 133 of
the Companies Act. 2013 and in accordance with the accounting
principles generally accepted in India. This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
3 Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
4 Opinion
In our opinion and to the best of our information and according to the
explanations given to us. the aforesaid financial statements read
together with the notes thereon give the information required by the
Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31. 2014:
b) In the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5 Emphasis of Matter
Attention is invited to the following: -
a As mentioned in note no. 18, the Company had made an Initial Public
Offer (IPO) of its equity shares in September - October 2011 (IPO). The
Securities and Exchange Board of India (SEBI) had carried out
investigation in the issue process of the Company and the utilization
of the issue proceeds. The SEBI had come to the conclusion that the
proceeds of the public issue were utilized for the objects other than
the objects mentioned in the red herring prospectus. The SEBI had
passed an Ex- Parte Ad Interim order dated December 28. 2011, against
the Company.
The Company has received final order from SEBI dated August 30, 2013
whereby, inter alia, the following directions have been given: -
(i) Onelife Capital Advisors Ltd. (OCAL) and its Managing Director Mr.
Pandoo P. Naig shall, jointly and severally, bring Rs.3.525 lacs i.e.,
the
diverted IPO proceeds into the Company from Fincare Financial and
Consultancy Services Pvt. Ltd. (Fincare). Precise Consulting and
Engineering Pvt. Ltd. (Precise) and KPT Infotech Pvt. Ltd. (KPT) within
six months from the date of the said order.
(ii) The Board of Directors of OCAL shall ensure compliance of above
direction and submit a monthly progress report in above regard to SEBI.
Further the Board of Directors shall also furnish to SEBI a Compliance
Report duly certified by a SEBI registered Merchant Banker within two
weeks of compliance of the above direction.
(iii) Onelife Capital Advisors Ltd and its managing director Mr. Pandoo
P. Naig shall remain restrained and prohibited from accessing the
secunties market and also prohibited from buying, selling and otherwise
dealing in securities market, directly or indirectly, in whatsoever
manner, for a period of 3 years from the date of the interim order
i.e., from 28th December, 2011.
b As mentioned in note no. 30(b), the Company had given advances to
different parties out of funds raised in IPO. However. SEBI. vide order
dated August 30, 2013, has held that the Company has diverted the IPO
proceeds aggregating to 7 3,525 lacs for purposes other than the
objects of the issue and has directed the Company and the Managing
Director to bring back the advances paid to those parties within six
months as mentioned in paragraph (a) above.
c As mentioned in note no. 19 and 30(c), the Company has received back
Rs. 770 lacs from KPT paid towards Brand Building, Rs. 1,000 lacs from
Precise paid towards Development of Portfolio Management Services and
General Corporate Purpose by March 31. 2014. The Company has also
received back Rs. 200 lacs from Precise in May 2014 and Rs.1,555 lacs from
Fincare by July 2014 paid towards Development of Portfolio Management
Services. Purchase of Corporate Office and General Corporate Purpose.
The total amount aggregating to Rs. 3.525 lacs (Rs.1770 lacs upto March 31,
2014) has been kept in fixed deposit with Banks.
d As mentioned in note no. 20, the Company has received show cause
notice dated October 25, 2013 under Rule 4 of SEBI (Procedure for
holding inquiry and imposing penalties by Adjudicating Officer) Rules.
1995 and Rule 4 of Securities Contracts (Regualtion) (Procedure for
holding inquiry and imposing penalties by Adjudicating Officer) Rules.
2005 in the matter of IPO of the Company. In response to show cause
notice, the Company has filed consent applications on December 13, 2013
without prejudice to its rights to defend the same. The Company has not
received any response from SEBI regarding the said consent application
till date. The outcome of the proceedings and the consent application
filed by the Company is uncertain and cannot be determined or
anticipated at present.
e As mentioned in note no. 21 and 30(d), the special resolution has
been passed by way of postal ballot for altering the objects for which
amount was raised through IPO with requisite majority and was announced
on January 23. 2014. As per the resolution, three out of five objects
of IPO i.e.. Purchase of Corporate office Rs. 700 lacs. Development of
Portfolio Management ServicesRs. 1,157.80 lacs and Brand BuildingRs. 770
lacs., aggregating toRs. 2.627.80 lacs., have been deleted and
substituted by the following objects:-
i) Acquisition of Corporate Office / land / buildings / immovable
property(ies) office premises or any combination thereof and at such
cost and expenses as the Board may decide provided however that from
out of the un utilized IPO proceeds, a sum not exceeding Rs. 2,627.80
lacs shall be utilized for these purposes and
ii) General Corporate purposes of Rs. 897.60 lacs.
Our opinion is not qualified in respect of these matters.
6 Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor's Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of Section
227 of the Act and on the basis of such checks as we considered
appropriate and according to the information and explanations given to
us during the course of the audit, we give in the Annexure, a statement
on the matters specified in paragraphs 4 and 5 of the said Order to the
extent they are applicable to the Company.
2 As required by section 227(3) of the Companies Act. 1956, we report
that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit:
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account:
d) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
notified under the Act read with the General Circular 15/2013 dated
13'" September. 2013 of the Ministry of Corporate Affairs in respect
of Section 133 of the Companies Act. 2013;
e) On the basis of written representations received from the directors
of the Company as on March 31, 2014 and taken on record by the Board of
Directors and according to the information and explanation given to us.
none of the directors is disqualified as on March 31. 2014. from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
ANNEXURE TO THE AUDITORS' REPORT (Referred to in Paragraph 6(1) of our
report of even date to the Members of One life Capital Advisors Limited
on the financial statements for the year ended March 31, 2014)
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, all tangible fixed assets have been physically
verified by the management at reasonable intervals and no material
discrepancies were noticed on such physical verification. In our
opinion, frequency of verification is reasonable having regard to the
size of the Company and the nature of its business.
(c) According to the information and explanations given to us. as also
on the basis of books and records examined by us, the Company has not
disposed off any substantial part of its fixed assets during the year
so as to affect its going concern status.
2. The Company's nature of operations does not require it to hold
inventories. Accordingly, clauses (ii)(a) to (ii)(c) of paragraph 4 of
the Companies (Auditors Report) Order, 2003 ('the Order') are not
applicable to the Company.
3. (a) The Company has granted unsecured loans to companies covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount involved during the year wasRs.868.75 lacs and the
year- end balance of such loans granted was Rs. 860.75 lacs.
(b) In our opinion and according to the information and explanations
given to us. the rate of interest and other terms and conditions are of
such loan are not prima facie prejudicial to the interest of the
Company.
(c) The parties are repaying the principal amounts as stipulated and
are also regular in payment of interest.
(d) There no overdue amount of principal and interest.
(e) According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from companies,
firms or other parties listed in the register maintained under section
301 of the Companies Act. 1956. Accordingly, the sub-clauses (e). (0
and (g) of paragraph 4 (iii) of the Order are not applicable.
4. In our opinion and according to the information and explanations
given to us. there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
rendering of services. Dunng the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control systems.
5. (a) On the basis of the audit procedures performed by us, and
according to the information, explanations and representations given to
us. we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Companies Act. 1956 have
boon entered in the register required to be maintained under that
section.
(b) In our opinion and according to the information and explanations
given to us. the transactions made in pursuance of contacts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market price at the relevant time
6. According to the information and explanations given to us. during
the year the Company has not accepted any deposits from the public to
which the directives issued by the Reserve Bank of India and the
provision of Sections 58A, Section 58AA or any other relevant
provisions of the Companies Act. 1956 and the rules framed there under
apply.
7. In our opinion, the Company has an adequate internal audit system
commensurate with the size of the Company and the nature of its
business.
8. The Central Government has not prescribed the maintenance of cost
records under section 209(1 )(d) of the Act for any of the activities
conducted by the Company.
9. (a) According to the information and explanations given to us and
records examined by us, the Company is generally regular in depositing
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees' State Insurance. Income Tax. Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
material statutory dues, wherever applicable to it with the appropriate
authorities though there have been a slight delay in a few cases.
According to the information and explanations given to us. no
undisputed amounts payable in respect of the aforesaid dues as at March
31.2014, were outstanding for a period of more than six months from the
date they became payable.
(b) According to the records of the Company and the information and
explanations given to us. there are no dues of Income Tax. Sales Tax,
Service Tax. Customs Duty. Wealth Tax. Excise Duty. Cess, which have
not been deposited on account of any dispute.
10. The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses dunng the
financial year covered by the audit. The Company has incurred cash loss
during the immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us there are no dues to any financial institution or bank and
the Company has not issued any debentures.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society. Therefore, the clause (xiii) of paragraph 4 of
the Order is not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, Clause (xiv)
of paragraph 4 of the Order is not applicable to the Company.
15. In our opinion and according to the information, explanations and
representations given to us. the Company has not given any guarantee
for loans taken by others from banks or financial institutions.
16. According to the information and explanations given to us, as also
on the basis of books and records examined by us. there were no term
loans raised or outstanding during the year.
17. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance sheet of the
Company, we report that no funds raised during the year on short-term
basis have, prima facie, been used for long-term investment.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Companies Act. 1956.
19. As the Company has not issued any secured debentures during the
year covered by our report, clause (xix) of paragraph 4 of the order is
not applicable to the Company.
20. The Company has not raised any money by way of public issue, during
the year.
21. To the best of our knowledge and belief and according to the
information and explanations given to us. no fraud on or by the Company
has been noticed or reported during the year.
For KHANDELWAL JAIN & CO.
Chartered Accountants.
Firm Registration No.: 105049W
(S. S. SHAH)
PARTNER
Membership No.: 033032
Place: Mumbai
Date: August 13, 2014
Mar 31, 2013
1. Report on the Financial Statements
We have audited the accompanying financial statements of ONELIFE
CAPITAL ADVISORS LIMITED ("the Com- pany"), which comprise the Balance
Sheet as at March 31, 2013, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information
(collectively referred to as "Financial Statements").
2. Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the fi- nancial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
3. Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk as- sessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting esti- mates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
4 Emphasis of Matter
Without qualifying our opinion, we draw your attention to note no. 18
of the accompanying financial statements. The Securities and Exchange
Board of India (SEBI) had carried out investigation in the issue
process of the Company and the utilization of the issue proceeds. The
SEBI has come to a prima facie conclusion that the proceeds of the
public issue were utilized for the objects other than the objects
mentioned in the red herring prospectus. The SEBI has passed an
Ex-Parte Ad Interim order, restraining the Company, inter alia, from
undertaking fresh business in its capacity as merchant banker,
portfolio manager, stock broker and trading member till further
directions from SEBI.
The Company had filed an appeal against the order of the SEBI with the
Hon''ble Securities Appellate Tribunal (SAT). The Hon''ble SAT had
directed the SEBI to issue show cause notice to the Company and its
directors and pass the final order.
SEBI has issued the show cause notice and the Company has given the
reply to the same and had also filed consent application which has been
rejected by SEBI. The final order of SEBI has not been received till
now. These factors raise doubt about the ability of the Company to
continue its business. The ultimate outcome of the matter cannot be
presently determined. However, the management is of the opinion, that
the matter will be resolved shortly. Hence, the accounts have been
prepared on going concern basis.
5. Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial state- ments give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
6. Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor''s Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of Section
227 of the Act, as amended by the Companies (Auditors'' Report)
(Amendment) Order, 2004 and on the basis of such checks as we
considered appropriate and according to the information and
explanations given to us during the course of the audit, we give in the
Annexure, a statement on the matters specified in paragraphs 4 and 5 of
the said Order to the extent they are applicable to the Company.
2 As required by section 227(3) of the Companies Act, 1956, we report
that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
d) in our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub section (3C) of section 211 of the Act;
e) On the basis of written representations received from the directors
of the Company as on March 31, 2013 and taken on record by the Board of
Directors and according to the information and explanation given to us,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in Paragraph 6 of our report of even date to the Members
of Onelife Capital Advisors Limited on the financial statements for the
year ended March 31, 2013)
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, all tangible fixed assets have been physically
verified by the management at reasonable intervals and no material
discrepancies were noticed on such physical verification. In our
opinion, frequency of veri- fication is reasonable having regard to the
size of the Company and the nature of its business.
(c) According to the information and explanations given to us, as also
on the basis of books and records examined by us, the Company has not
disposed off any substantial part of its fixed assets during the year
so as to affect its going concern status.
2. The Company''s nature of operations does not require it to hold
inventories. Accordingly, clauses (ii)(a) to (ii)(c) of paragraph 4 of
the Companies (Auditor''s Report) Order, 2003 (''the Order'') are not
applicable to the Company.
3. (a) The Company has granted unsecured loans to two companies
covered in the register maintained under section 301 of the Companies
Act, 1956. The maximum amount involved during the year was Rs. 959.25
lacs and the year- end balance of such loans granted was Rs. 832.05
Lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions are of
such loan are not prima facie prejudicial to the interest of the
Company.
(c) the parties are repaying the principal amounts as stipulated and
are also regular in payment of interest.
(d) There are no overdue amount of principal and interest.
(e) According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from companies,
firms or other parties listed in the register maintained under section
301 of the Compa- nies Act, 1956. Accordingly, the sub-clauses (e), (f)
and (g) of paragraph 4 (iii) of the Order are not applicable.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
rendering of services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control systems.
5. (a) On the basis of the audit procedures performed by us, and
according to the information, explanations and repre- sentations given
to us, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Companies Act, 1956 have
been entered in the register required to be maintained under that
section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursu- ance of contacts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market price at the relevant time
6. According to the information and explanations given to us, during
the year the Company has not accepted any de- posits from the public to
which the directives issued by the Reserve Bank of India and the
provision of Sections 58A, Section 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under
apply.
7. In our opinion, the Company has an adequate internal audit system
commensurate with the size of the Company and the nature of its
business.
8. The Central Government has not prescribed the maintenance of cost
records under section 209(1)(d) of the Act for any of the activities
conducted by the Company.
9. (a) According to the information and explanations given to us and
records examined by us, the Company is gener- ally regular in
depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees'' State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and
other material statutory dues, wherever applicable to it with the
appropriate authorities though there have been a slight delay in a few
cases. According to the information and explanations given to us, no
undisputed amounts pay- able in respect of the aforesaid dues as at
March 31, 2013, were outstanding for a period of more than six months
from the date they became payable.
(b) According to the records of the Company and the information and
explanations given to us, there are no dues of Income Tax, Sales Tax,
Service Tax, Customs Duty, Wealth Tax, Excise Duty, Cess, which have
not been deposited on account of any dispute.
10. The Company does not have accumulated losses at the end of the
financial year. The Company has incurred cash losses during the
financial year covered by the audit. The Company had not incurred cash
loss during the immedi- ately preceding financial year.
11. In our opinion and according to the information and explanations
given to us there are no dues to any financial institu- tion or bank
and the Company has not issued any debentures.
12. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted by the Company on the basis of security by way of pledge of
shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund/society. Therefore, the clause (xiii) of paragraph 4 of
the Order is not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, Clause (xiv)
of paragraph 4 of the Order is not applicable to the Company.
15. In our opinion and according to the information, explanations and
representations given to us, the Company has not given any guarantee
for loans taken by others from banks or financial institutions.
16. According to the information and explanations given to us, as also
on the basis of books and records examined by us, there were no term
loans raised or outstanding during the year.
17. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance sheet of the
Company, we report that no funds raised during the year on short-term
basis have, prima facie, been used for long-term investment.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956.
19. As the Company has not issued any secured debentures during the
year covered by our report, clause (xix) of para- graph 4 of the order
is not applicable to the Company.
20. The Company has not raised any money by way of public issue, during
the year.
21. To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
has been noticed or reported during the year.
For KHANDELWAL JAIN & CO.
Chartered Accountants,
Firm Registration No.: 105049W
Sd/-
(S. S. SHAH)
PARTNER
Membership No.: 033632
Place: Mumbai
Date : August 13, 2013
Mar 31, 2012
We have audited the attached Balance Sheet of Onelife Capital Advisors
Limited as at 31st March 2012, the Profit and Loss Account and Cash
Flow Statement of the Company for the year ended on that date, annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
As required by the Companies (Auditor's Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of Section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said order.
Further to our comments in the annexure referred to above, we report
that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b. In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from the examination of those
books;
c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
referred to in this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement comply with the Accounting Standards referred to in
sub-section (3-C) of section 211 of the Companies Act, 1956;
e. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with the
notes, in particular note no.13 regarding going concern, thereon give
the information required by the Companies Act, 1956, in the manner so
required and give a true and fair view:
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012;
ii. in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
THE ANNEXURE TO AUDITORS' REPORT ON THE ACCOUNTS OF ONELIFE CAPITAL
ADVISORS LIMITED FOR THE YEAR ENDED 31st MARCH, 2012.
1. (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, all the assets have been physically verified by
the management during the year. No material dis- crepancies were
noticed on such verification.
(c) No Fixed assets were disposed of during the year.
2. The company does not have any inventory. Accordingly, clause 4(ii)
of the order is not applicable.
3. The company has given loans and security deposit to 3 (Previous
year 2) parties amounting to Rs. 1,359.25 lakhs (Previous year Rs. 1,043.50
lakhs). In our opinion, the terms and conditions of these loans and
deposits including the rate of interest are not prima facie prejudicial
to the interests of the company. No interest has been charged on
security deposit given for rented premises. There were no stipulations
as to the repayment of these amounts except in the case of security
deposit which is refundable on the expiry of the agreement.
The company has not granted any other loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
The company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, clause (f)
and (g) are not applicable.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system com- mensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and with regard to the sale of
goods. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
5. (a) According to the information and explanations given to us, we
are of the opinion that the company has not entered into any contract
or arrangement referred to in section 301 of the Companies Act, 1956.
Consequently, no entries have been made in the register maintained
under section 301 of the Act. Clause (b) is not applicable.
6. The company has not accepted any deposits from public and
consequently, the directives issued by the Reserve Bank of India, the
provisions of sections 58A, 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed thereunder are not
applicable.
7. The internal audit of the Company has been carried out by a firm of
Chartered Accountants. In our opinion, the scope and coverage of the
internal audit is commensurate with the nature and size of the Company.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-section (1) of Section 209 of the Companies
Act, 1956 in respect of services carried out by the Company.
9. (a) The company is generally regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education protection fund, employees' state insurance,
income tax, sales tax, wealth tax, service tax, custom duty, excise
duty, cess and other material statutory dues applicable to it.
According to the information and explanations given to us, no
undisputed amounts payable in respect of above were in arrears, as at
31st March 2012 for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us, there
are no dues of sales tax, income tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute.
10. The accumulated losses of the company at the end of the year are
not more than 50% of its net worth. The company has not incurred cash
losses during the year covered by our audit. The company has incurred
cash losses during the immediately preceding financial year.
11. The company has not taken any loans from any bank or financial
institution nor issued any debentures. Accordingly, clause 4(xi) of the
order is not applicable.
12. The company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly, clause 4(xii) of the order is not applicable.
13. The company is not a chit fund, nidhi, mutual benefit fund or a
society. Accordingly, clause 4(xiii) of the order is not applica- ble.
14. In our opinion, the company is not dealing in or trading in
shares, securities, debentures and other investments. Accord- ingly,
clause 4(xiv) of the order is not applicable.
15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions. Accordingly, clause 4(xv) of the order
is not applicable.
16. The company has not obtained any term loans. Accordingly, clause
4(xvi) of the order is not applicable.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the com- pany, we report
that the no funds raised on short-term basis have been used for
long-term investment.
18. According to the information and explanations given to us, the
company has not made preferential allotment of shares to the parties
and companies covered in the register maintained under section 301 of
the Act. Accordingly, clause 4(xviii) of the order is not applicable.
19. The company had not issued any debentures. Accordingly, clause
4(xix) of the order is not applicable.
20. We have verified the end use of money raised by public issue as
disclosed in the notes to the financial statements.
21. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For Anay Gogte & Co.,
Chartered Accountants
Firm Registration No.100398 W
[A.R.Gogte]
Proprietor
Membership No.37046
Place: Mumbai
Date: 06th August, 2012
Mar 31, 2010
We have audited the attached Balance Sheet of Onelife Capital Advisors
Limited as at 31st March 2011, the Profit and Loss Account and Cash
Flow Statement of the Company for ' the year ended on that date,
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
As required by the Companies (Auditor's Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of Section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said order.
Further to our comments in the annexure referred to above, we report
that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b. In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from the examination of those
books;
c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
referred to in this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement comply with the Accounting Standards referred to in
sub-section (3-C) of section 211 of the Companies Act, 1956;
E. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with the
notes thereon give the information required by the Companies Act, 1956,
in the manner so required and give a true and fair view:
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2011;
ii. in the case of the Profit and Loss Account, of the loss of the
Company for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
1. (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As explained to us, all the assets have been physically verified by
the management during the year. No material discrepancies were noticed
on such verification.
(c) No Fixed assets were disposed of during the year.
2. The company does not have any inventory. Accordingly, clause 4(ii)
of the order is not applicable.
3. The company has given loans and security deposit to 3 (Previous
year 1) parties amounting to Rs.1,437.00 lacs (Previous year Rs.400.00
lacs). In our opinion, the terms and conditions of these loans and
deposits are not prima facie prejudicial to the interests of the
company. No interest has been charged. There were no stipulations as to
the repayment of these amounts except in the case of security deposit
which is refundable on the expiry of the agreement.
The company has not granted any other loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
The company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, clause (f)
and (g) are not applicable.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and with regard to the sale of
goods. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
5. (a) According to the information and explanations given to us, we
are of the opinion that the company has not entered into any contract
or arrangement referred to in section 301 of the Companies Act, 1956.
Consequently, no entries have been made in the register maintained
under section 301 of the Act. Clause (b) is not applicable.
6. The company has not accepted any deposits from public and
consequently, the directives issued by the Reserve Bank of India, the
provisions of sections 58A, 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed thereunder are not
applicable.
7. The company does not have an internal audit system.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-section (1) of Section 209 of the Companies
Act, 1956 in respect of services carried out by the Company.
9. (a) The company is generally regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education protection fund, employees' state insurance, income
tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess
and other material statutory dues applicable to it. According to the
information and explanations given to us, no undisputed amounts
payable in respect of above were in arrears, as at 31st March 2011 for
a Period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of sales tax, income tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute.
10. The accumulated losses of the company at the end of the year are
not more than 50% of its net worth. The Company has incurred cash
losses during the year covered by our audit. The company has not
incurred cash losses during the immediately preceding financial year.
11. The company has not taken any loans from any bank or financial
institution nor issued any debentures. Accordingly, clause 4(xi) of the
order is not applicable.
12. The company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly, Clause 4(xii) of the order is not applicable.
13. the company is not a chit fund, nidhi, mutual benefit fund or a
society. Accordingly, clause 4(xiii) of the order is not applicable.
14. In our opinion, the company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, clause
4(xiv) of the order is not applicable.
15. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions. Accordingly, clause 4(xv) of the order
is not applicable.
16. The company has not obtained any term loans. Accordingly, clause
4(xvi) of the order is not applicable.
17. According to the information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that
the no funds raised on short-term basis have been used for long-term
investment.
18. According to the information and explanations given to us, the
company has made preferential allotment of shares to the parties and
companies covered in the register maintained under section 301 of the
Act. In our opinion, the price at which shares have been issued is not
prejudicial to the interests of the company.
19. The company had not issued any debentures. Accordingly, clause
4(xix) of the order is not applicable.
20. The company has not raised any money by public issues during the
year. Accordingly, clause 4(xx) of the order is not applicable.
21. According to the information and explanations given to us, no fraud
on or by the company has been noticed or reported during the course of
our audit.
For Anay Gogte & Co.,
Chartered Accountants
Firm Registration No. 100398 W
Place: Mumbai
Date: May 23, 2011
[A.R.Gogte]
Proprietor
Membership No. 37046
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