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Auditor Report of Onelife Capital Advisors Ltd.

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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