Directors Report of Onelife Capital Advisors Ltd.
Mar 31, 2016
BOARD''S REPORT Dear Members,
The Directors are please to present Ninth Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2016.
1. Financial Performance:
The Financial performance of the Company for the year ended 31st March 2016 is summarized below:
(Rs. in Lakhs)_
|
Particulars |
Current Year 2015-16 |
Previous Year 2014-15 |
|
Revenue from Operation |
1.10 |
4.50 |
|
Other Income |
208.40 |
362.74 |
|
Total |
209.50 |
367.24 |
|
Expenditure |
||
|
Employee Benefit Expenses |
52.88 |
42.54 |
|
Depreciation |
54.60 |
2.83 |
|
Other Expenses |
87.29 |
252.98 |
|
Total |
194.77 |
298.35 |
|
Profit / (Loss) from ordinary activities before finance costs and exceptional items |
14.73 |
68.89 |
|
Finance costs |
14.24 |
10.16 |
|
Profit / (Loss) from ordinary activities after finance costs but before exceptional items |
0.49 |
58.73 |
|
Exceptional items |
- |
45.00 |
|
Profit / (Loss) from ordinary activities before tax |
0.49 |
13.73 |
|
Tax Expense |
||
|
1. Current Year Tax |
0.11 |
3.35 |
|
Profit after Tax |
0.38 |
10.38 |
|
Basic and Diluted Earnings per equity share (Rs.) |
0.003 |
0.08 |
Share Capital
The paid up equity share capital as on 31st March 2016 was 1336 Lakh. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
Company''s Performance:
During the financial year 2015-16 your company''s profit after tax was Rs 0.38 Lakh as compared to Rs. 10.38 Lakh in corresponding period of last year. The total revenue amount during the year is Rs. 209.50 Lakh as against the previous year Rs. 367.24 Lakh.
Consolidated Accounts:
On a consolidated basis, our total revenue is Rs. 360.02 Lakh in current year as against 1028.16 Lakh in the previous year. There was a loss of Rs. 624.69 Lakh as against the profit of Rs. 76.93 Lakh in previous year.
The Consolidated Financial Statements ("CFS") of your Company for the Financial Year 2015-2016, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulation 2015 as prescribed by the Securities and Exchange Board of India (SEBI). The CFS has been prepared on the basis of audited financial statements of the Company, its Subsidiary Companies, as approved by their respective Board of Directors.
2. Acquisitions and Investments
The Company by way of postal ballot notice dated 11th December, 2015 has again changed the IPO object which was approved by the members of the Company and the results of which were declared on 13th February, 2016. Upon such alteration, the Company unutilized IPO proceeds of Rs. 2430 Lakh be used for Strategic Investments, either directly or indirectly or by/through subsidiaries or Associates, by way of acquiring the controlling stake including but not limited to takeover, merger, de-merger and / or acquisition and other matter incidental thereto or any combination thereof and at such cost and expenses directly or indirectly for payments including payment of outstanding debts and working capital of such entities as the Board of Directors of the Company deems fit and Rs. 195 Lakh be used for the renovation/ addition in the Premises where Company''s Registered Office is presently situated.
Consequently, the Company has acquired the M/s. Purple India Holdings Limited ("PIHL") by acquiring the 1400000 fully paid up Equity shares of Rs. 10 each (i.e. 100% Equity shares) for a consideration of Rs. 140.03 Lakh and further the PIHL has acquired the Destimoney Distribution and Advisory Services Private Limited ("DDASPL"). PIHL is in process of acquiring the other group Companies i.e. Testimony Securities Private Limited ("DSPL"), Destimoney Commodities Private Limited ("DCPL") and Sarsan Securities P Ltd. ("SARSAN") belonging to the "Destimoney Group" which is engaged in the business of financial products, advisory, research, share broking, commodities broking etc.
Further our Company has acquired the 100% Equity shareholding of M/s. Eyelid Infrastructure Private Limited and made it the wholly owned Subsidiary Company of our Company.
3. Dividend:
Your Directors do not recommend any dividend for the year 2015-16.
4. Transfer to Reserves:
Your Company proposes to transfer Rs. Nil to the general reserve. An amount of Rs.0.38 Lakh is proposed to be retained in the Statement of Profit and Loss.
5. Public Deposits:
During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
6. Management Discussion and Analysis Report:
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis forms an integral part of this Report.
7. Corporate Governance Report:
Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of our Company. These guiding principles are also articulated through the Company''s code of business conduct and corporate governance guidelines.
As per Regulation 34 of the Listing Regulations 2015, separate report on Corporate Governance along with a certificate from the Practicing Company Secretary is integral part of this report.
8. Board of Directors and Key Managerial Personnel: Board''s Composition and Independence
As on March 31, 2016, the Board comprised of Two Executive Directors and Four NonExecutive Independent Directors.
Declaration of Independence
Definition of ''Independence'' of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.
Number of Meetings of the Board
There were nine meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.
Retirement by Rotation
Mr. T.K.P. Naig, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.
Appointment & Resignation
Mr. Dhananjay Chandrakant Parikh, Non-Executive Director has resigned from the Directorship of the Company w.e.f. 13th February, 2016.
The Board has approved the appointment of Mr. Pavan Vyas as the Company Secretary and Compliance Officer of the Company on its Board Meeting held on 14th August, 2015. The Board has approved the resignation of the Mr. Pavan Vyas as the Company Secretary and Compliance Officer of the Company on 10th September, 2015.
Board at its Board Meeting held on 9th November, 2015 has appointed Ms. Priyanka Rawat as the Company Secretary and Compliance Officer of the Company.
Committees of the Board
The Company''s Board has the following committees
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Risk Management Committee
Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report.
9. Annual evaluation of the performance of Board, its Committees and Directors:
Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.
10. Directors'' Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a ''going concern'' basis;
(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
11. Subsidiaries:
The Company is having three Subsidiaries i.e. One life Gas Energy & Infrastructure Limited, Purple India Holdings Limited (Wholly owned Subsidiary) and Eyelid Infrastructure Private Limited (Wholly owned Subsidiary). Also Company is having three step down subsidiary i.e. Goodyield Farming Limited & Good Yield Fertilizers and Pesticides Private Limited and Destimoney Distribution and Advisory Services Private Limited.
The summary of the key financials of the Company''s subsidiaries in Form AOC 1 is included in this Annual Report. salient features of financial statements of all subsidiaries of your Company is attached to the Accounts which form part of CFS in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.
Any member desirous of obtaining a copy of the aforesaid financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the Consolidated Financial Statements, financial statements of each Subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company i.e. www.One life capital.in.
12. Statutory Disclosures:
The financial statements of each subsidiary companies is kept for inspection by any member of the Company at its Registered Office during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. The same are placed on the Company''s website www.One life capital.in .
13. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:
There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.
14. Disclosure relating to remuneration of Directors, key managerial personnel and particulars of employees:
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure [A]" to this Report and is available on the website of your Company i.e. www.One life capital.in. A physical copy of the same will be made available to any shareholder on request.
The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.
15. Auditors and Auditors'' Report:
M/ s. Khandelwal Jain & Co. was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
16. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [B]" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
17. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [C]" to this Report.
18. Related Party Transactions:
During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, and the Rules issued there under and Listing Regulation, 2015.
During the financial year 2015-16, The Board of Directors at its Board Meeting held on 6th August, 2015 had approved the Related Party Transaction for acquiring premises at a price of Rs. 900 Lakh by way of acquisition of 100% Equity shareholding of M/s. Eyelid Infrastructure Private Limited for its Registered Office or any other purpose as the Board of Directors may think fit in its absolute discretion. The members at the Annual General Meeting held on 30th September, 2015 has approve the same as Special Resolution as required under Section 188 and other applicable provisions of the Companies Act, 2013 and the rules made there under for such Related Party Transaction.
The details of the Related Party Transactions as required under Accounting Standard - 18 are set out in notes of the standalone financial statements forming part of this Annual Report.
Particulars of contracts or arrangements with Related parties as required Section 188 of the Companies Act, 2013 is given in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [D]" to the Boards Report.
19. Loans and Investments:
Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.
20. Risk Management Policy:
Information on the development and implementation of a Risk Management Policy of the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.
There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
21. Vigil Mechanism Policy:
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy & Vigil Mechanism which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation, 2015. The policy provides for a framework and process whereby concerns can be raised by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Whistle Blower Policy & Vigil Mechanism of your Company have been outlined in the Corporate Governance Report which forms part of this report.
22. Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, during the year no complaints or allegations of sexual harassment were filed with the Company.
23. Conservation of energy, technology absorption and foreign exchange Earnings and outgo
The Company being engaged in the Advisory Services does not have any energy utilization or technology absorption. The Company during the year under review has not earned or spent any foreign exchange.
24. Internal Control System
The Board ensures the effectiveness of the Company''s system of internal controls including financial, operational and compliance control and risk management controls.
M/s. G.S. Toshniwal & Associates, Chartered accountants who have been reappointed as Internal Auditors for the financial year 2016-2017.
25. General
a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
26. Appointment of M/s. Karvy Computershare Private Limited ("Karvy") as the Registrar & Share Transfer Agent of your Company:
The Securities and Exchange Board of India ("SEBI") had vide its Ex-Parte Ad Interim Order No. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016, inter alia, advised clients of Sharepro Services (India) Private Limited ("Sharepro") to carry out/ switchover their activities related to registrar to an issue and share transfer agent, either in-house or through another registrar to an issue and share transfer agent registered with SEBI.
The Board of Director vide resolution passed in the Board Meeting held on 30th May, 2016 has appointed Karvy Computershare Private Limited as Registrar and Share Transfer Agent of the Company with effective from 1st July, 2016.
27. Appreciation
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.
For and on behalf of the Board
ONE LIFE CAPITAL ADVISORS LIMITED
T.K.P Naig Executive Chairman
DIN No. 00716975
Registered Office:
307, Raut Lane, Opp. ISKCON,
Vile Parel (W), Mumbai 400 049
CIN: L74140MH2007PLC173660
E-mail: cs@One life capital.in
Website: www.One life capital.in
Place: Mumbai
Date: 13th August, 2016
Mar 31, 2015
Dear Members,
We are pleased to present the Eighth Annual Report together with the
Audited Accounts for the year ended 31st March 2015.
Financial Summary
The Financial performance of the company for the year ended 31st March
2015 is summarized below:
(Rs. in Lakhs)
Particulars Current Year Previous Year
Revenue from Operation 4.50 -
Other Income 362.74 96.05
Total 367.24 96.05
Expenditure
Employee Benefit Expenses 42.54 31.15
Depreciation 2.83 1.31
Other Expenses 252.98 63.04
Total 298.35 95.05
Profit / (Loss) from ordinary 68.89 0.55
activities before finance costs
and exceptional items
Finance costs 10.16 -
Profit / (Loss) from ordinary 58.73 0.55
activities after finance costs
but before exceptional items
Exceptional items 45.00 -
Profit / (Loss) from ordinary 13.73 0.55
activities before tax
Tax Expense
1. Current Year Tax 3.35
2. Short provisions for tax of - 0.06
earlier years
3. Deferred tax - -
Profit after Tax 10.38 049
Basic and Diluted Earnings 0.08 0.004
per Equity Shares
Year in Retrospect
During the financial year 2014-15 your company's profit after tax was
Rs 10.38 Lakhs as compared to Rs 0.49 Lakhs in corresponding period of
last year.
The Company was restrained and prohibited by SEBI vide final order
dated 30th August, 2013 and the restrained and prohibited period was
over on 27th December, 2014, hence now your Company is free to do
Securities/Capital market businesses. The Directors are taking steps to
rebuild the business both organically and inorganically in the best
interest of all the stakeholders. Your Directors wish to put on record
their gratitude for the support shown by the shareholders and affirm
that all necessary steps shall be taken to protect the interest of the
company and the shareholders.
The status of Significant and Material Orders Passed by the Regulators
or Courts or Tribunals and Commercial litigations, if any, is annexed
herewith as "Annexure - [A]" to this Report.
Consolidated Financial Statements
The consolidated financial statements of your Company for the financial
year 2014-15, are prepared in compliance with applicable provisions of
the Companies Act, 2013, Accounting Standards and Listing Agreement as
prescribed by the Securities and Exchange Board of India (SEBI). The
consolidated financial statements have been prepared on the basis of
audited financial statements of the Company, its subsidiary companies,
as approved by their respective Board of Directors.
Subsidiaries
A separate statement in Form AOC 1 containing the salient features of
financial statements of all subsidiaries of your Company is attached to
the Accounts which forms part of consolidated financial statements in
compliance with Section 129 and other applicable provisions, if any, of
the Companies Act, 2013. The financial statements of the subsidiary
companies and related information are available for inspection by the
members at the Registered Office of your Company during business hours
on all days except Saturdays, Sundays and public holidays upto the date
of the Annual General Meeting (AGM) as required under Section 136 of
Companies Act, 2013.Any member desirous of obtaining a copy of the said
financial statements may write to Mr.Murlaj Shah, CFO at the Registered
Office of your Company. The financial statements including the
consolidated financial statements, financial statements of subsidiaries
and all other documents required be attached to this report have been
uploaded on the website of your Company (www.onelifecapital.in).
Further the Company has received intimation during the year from its
step down Subsidiaries (a) Good yield Farming Limited and (b) Good
yield Fertilizers & Pesticides Private Limited that the agreements
entered into with Pandoo Naig and T.K.P Naig, respectively, for
Cultivation of their agricultural lands have been terminated as on 31st
March, 2015.
Management Discussion and Analysis Report
In terms of the provisions of clause 49 of the Listing agreement, the
Management's Discussion and Analysis Report is set out in this Annual
report.
Dividend
Your Directors do not recommend any dividend for the year 2014-15.
Transfer to Reserves
Your Company has not proposed to transfer any amount to the general
reserve. An amount of Rs.10.38 lacs is proposed to be retained in the
Statement of Profit and Loss.
Public Deposits
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 of the Companies Act, 2013
read together with the Companies (Acceptance of Deposits) Rules, 2014.
Corporate Governance Report
In compliance with the provisions of Clause 49 of the Listing
Agreement, a separate report on Corporate Governance along with a
certificate from the Auditors on its compliance forms an integral part
of this Report.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
There have been no material changes and commitments affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the financial statements
relate and the date of the report.
Disclosure relating to remuneration of Directors, key managerial
personnel and particulars of employees
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules made thereunder and
Clause 49 of the Listing Agreement, the Board of Directors at their
meeting held on 14th November, 2014 formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the
Nomination and Remuneration Committee. The salient aspects covered in
the Nomination and Remuneration Policy, covering the policy on
appointment and remuneration of Directors and other matters have been
outlined in the Corporate Governance Report which forms part of this
Report.
The Managing Director and Whole Time Director of your Company does not
receive remuneration from any of the subsidiaries of your Company.
The information required under Section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/ employees of your
Company is set out in "Annexure [B]" to this Report and is available on
the website of your Company (www.onelifecapital.in).
Directors and Key Managerial Personnel
Appointment/Resignation and Retirement:
Mr. Dhananjay Chandrakant Parikh, Director, retires by rotation at the
ensuing Annual General Meeting, and being eligible offers himself for
re-appointment.
Mr. Mahendra Salunke was appointed as Additional Directors
(Independent) on the Board with effect from 20th October, 2014. We
seek your approval for appointment of Mr. Mahendra Salunke as an
Independent Directors for a term upto five consecutive years i.e. from
October 20, 2014 to October 19, 2019, and he will not be liable to
retire by rotation.
Ms. Sonam Satish Kumar Jain was appointed as Additional Director
(Independent) on the Board with effect from 31st March, 2015. We seek
your approval for appointment of Ms. Sonam Satish Kumar Jain as an
Independent Directors for a term upto five consecutive years i.e. from
March 31,2015 to March 30, 2020, and she will not be liable to retire
by rotation.
The Company has received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed under sub-section (6) of Section 149 of the Companies
Act, 2013.
Ms. Cynthia Pacheco has resigned from the post of Company Secretary and
Compliance Officer of the Company w.e.f 31st October 2014 due to
marriage and the Board of Directors in its Board meeting held on 24th
April, 2015 has approved the appointment of Mr. Vivek Maru as a Company
Secretary and Compliance Officer of the Company.
Mr. Vivek Maru has resigned from the post of Company Secretary and
Compliance Officer of the Company and approved by the Board of
Directors in its meeting held on 20th July, 2015 for pursuing Higher
Studies in the field of Accountancy. The Board of Directors in its
Board meeting held on 14th August, 2015 has approved appointment of Mr.
Pavan Vyas as a Company Secretary and Compliance Officer of the
Company.
Number of meetings of the Board and Audit committee
The details of the number of Board and Audit Committee meetings of your
Company are set out in the Corporate Governance Report which forms part
of this Report.
Declaration of Independence
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules made thereunder.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors
confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards and
Schedule Ill of the Companies Act, 2013, have been followed and there
are no material departures from the same;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company as at 31st March, 2015 and of the profit / loss of the
Company for the financial year ended 31st March, 2015;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
Auditors and Auditors' Report:
Statutory Auditors
M/s. Khandelwal Jain & Co. were appointed as Statutory Auditors of your
Company at the Seventh Annual General Meeting held on 29th September,
2014 for a term of three consecutive years. As per the provisions of
Section 139 of the Companies Act, 2013, the appointment of Auditors is
required to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed, CS Manish Baldeva,
Proprietor M/s. M Baldeva Associates, Company Secretaries to conduct
the Secretarial Audit of your Company. The Secretarial Audit Report is
annexed herewith as "Annexure - [C]" to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as "Annexure [D]" to this Report.
Related Party Transactions
The Board of Directors had approved the Related Party Transaction for
payment of Rs. 400 lacs as interest free Securities deposit to M/s.
Eyelid Infrastructure Pvt. Ltd. for taking the Premises on leave and
License basis from M/s. Eyelid Infrastructure Pvt. Ltd. and Company
has paid the same. Further Company has also taken approval of members
by means of Special resolution by way of Postal ballot as required
under Section 188 and other applicable provisions of the Companies Act,
2013 and the rules made thereunder for related party transaction for
taking premises on leave & licenses basis from M/s. Eyelid
Infrastructure Pvt. Ltd. The Board of Directors of the Company has
approved Related Party Transactions for Payment of Rs. 170 lacs as
Security deposit to Eyelid Infrastructure Private Limited for taking
the first floor of the Premises on Leave and license basis. The Board
of Directors of the Company has also subsequently approved Related
Party Transactions for acquisition of property for the consideration of
Rs. 900 lacs by way of purchase of 100% Equity shareholding of M/s.
Eyelid Infrastructure Private Limited from Mr. Pandoo Naig, Managing
Director of the Company, subject to approval of shareholders and other
approval, if any. The leave and license agreement with Eyelid
Infrastructure Private Limited will be terminated subject to
acquisition of the property.
The details of the related party transactions as required under
Accounting Standard -18 are set out in Note 26 to the standalone
financial statements forming part of this Annual Report.
Particulars of contracts or arrangements with Related parties as
required Section 188 of the Companies Act, 2013 is given in Form AOC- 2
pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as
"Annexure [E]" to the Boards Report.
Loans and Investments
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are as follows:
A. Details of investments made by the Company as on 31st March, 2015
(including investments made in the previous years):
(i) Investments in equity shares:
Name of entity Amount as at
31st March,2015
One life Gas Energy & Infrastructure Limited 3,00,26,000
One life Ecopower & Engineering Limited 71,000
One life Agrifoods Limited 71,000
(ii) Investments in debt instruments: There are no Investments in debt
instruments during the financial year 2014-2015.
B. Details of loans given by the Company are as follows:
Name of entity Amount as at Amount as at
1st April,2014 31st March,2015
One life Gas Energy & 9,26,67,924 1,67,10,555
Infrastructure Limited
C. There are no guarantees issued by your Company in accordance with
Section 186 of the Companies Act, 2013 read with the Rules made
thereunder.
Risk Management
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of treating risks and incorporates
risk treatment plans in its strategy, business and operational plans.
Your Company, through its risk management process, strives to contain
impact and likelihood of the risks within the risk appetite as agreed
from time to time with the Board of Directors.
As per the requirements of Clause 49 of the Listing Agreement, your
Company has constituted a Risk Management Committee to oversee the risk
management efforts in the Company under the Chairmanship of Mr.
Dhananjay Chandrakant Parikh, Non - Executive Director. The details of
the Committee along with its charter are set out in the Corporate
Governance Report forming part of this Report.
During the financial year 2014-15, the Board of Directors have approved
the risk management policy for your Company as proposed by the
Management.
There are no risks which in the opinion of the Board threaten the
existence of your Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which
forms part of this Report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Independent Directors at their meeting without
the participation of the Non-independent Directors and Management,
considered/evaluated the Boards' performance, Performance of the
Chairman and other Non-independent Directors.
The Board subsequently evaluated its own performance, the working of
its Committees (Audit, Nomination and Remuneration, Stakeholders
Relationship and Risk Management Committee) and Individual Directors
(without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report which forms part of this Report.
Vigil Mechanism
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy & Vigil Mechanism which is in
compliance with the provisions of Section 177 (10) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement. The policy provides
for a framework and process whereby concerns can be raised by its
directors and employees against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted against them.
More details on the Whistle Blower Policy & Vigil Mechanism of your
Company have been outlined in the Corporate Governance Report which
forms part of this report.
Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
there under. During the year no complaints or allegations of sexual
harassment were filed with the Company.
Conservation of energy, technology absorption and foreign exchange
Earnings and outgo
The Company being engaged in the Advisory Services, does not have any
energy utilization or technology absorption. The Company during the
year under review has not earned or spent any foreign exchange.
Internal Control System
The Board ensures the effectiveness of the Company's system of internal
controls including financial, operational and compliance control and
risk management controls
M/s. G.S Toshniwal & Associates, Chartered accountants who have been
reappointed as Internal Auditors for the financial year 2015-2016.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer to the section on
Corporate Governance, under the head, 'Audit Committee' for matters
relating to constitution, meetings and functions of the Committee.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance
with the provisions of Section 178 of the Companies Act, 2013. Kindly
refer to the section on Corporate Governance, under the head
'Nomination and Remuneration Committee' for matters relating to
constitution, meetings, functions of the Committee and the remuneration
policy formulated by this Committee.
Stakeholders Relationship Committee
A Stakeholders relationship Committee is in existence in accordance
with applicable provisions of Companies Act, 2013 and Listing
Agreement. Kindly refer to the section on Corporate Governance, under
the head 'Stakeholders relationship Committee' for matters relating to
constitution, meetings, functions of the Committee.
Risk Management Committee
A Risk Management Committee is in existence in accordance with
applicable provisions of Companies Act, 2013 and Listing Agreement.
Kindly refer to the section on Corporate Governance, under the head
'Risk Management Committee' for matters relating to constitution and
functions of the Committee.
General
a) Your Company has not issued equity shares with differential rights
as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its
employees/Directors.
Appreciation
Your Directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work,
solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and
government authorities for their continued support.
By and on behalf of the Board
ONE LIFE CAPITAL ADVISORS LIMITED
T.K.P Naig
Executive Chairman
DIN No. 00716975
Registered Office:
307, Raut Lane, Opp. ISKCON,
Vile Parle (w).
Mumbai 400 049
CIN: L74140MH2007PLC173660
e-mail: [email protected]
Place: Mumbai
Date:14/08/2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Seventh Annual Report together
with the Audited Accounts for the year ended 31st March 2014.
Financial Performance
The Financial performance of the company the year ended 31st March 2014 is
summarized below:
(Figures in Rs.lakhs)
Particulars Current Year Previous Year
Revenue from Operation - -
other Income 96.05 26.45
Total 96.05 26.45
Expenditure
Employee Benefit 31.15 68.72
Expenses
Depreciation 1.31 1.65
Other Expenses 63.04 67.84
Interest - -
Total 95.50 138.21
Profit for the Year 0.55 (111.76)
Prior Period Expenses - -
Profit Before Tax 0.55 (111.76)
tax expense
h) Current Year tax - -
2)Short provision for tax 0.06 0.60
of earlier years
(3) Deferred tax - -
Profit after Tax 0.49 (112.36)
Basic and Diluted EPS 0.004 (0.840)
Year in Retrospect
During the financial year 2013-14 your company's profit after tax was
Rs. 0.49 lakhs as compared to loss of Rs.112.36 Lakhs in corresponding
period of last year.
The Company received final order from SEBI dated 30m August. 2013
whereby the following directions have been given:
(a) Onelife Capital Advisors Ltd (PAN No. AAACO9540L) and its Managing
Director Mr. Pandoo P. Naig (PAN No. ACNPN2800J) shall, jointly and
severally, bring Rs. 35.25 crores i.e. the diverted IPO proceeds into the
company trom Fincare. Precise and KPT within six months from the date
of the said order;
(b) The Board of Directors of OCAL shall ensure compliance of above
direction and submit a monthly progress report in the 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;
(c) Onelife Capital Advisors Ltd (PAN No. AAACO9540L) and its managing
director Mr. Pandoo P. Naig (PAN No. ACNPN2800J) shall be remain
restrained and prohibited from accessing the securities 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 28th December, 2011
(d) Other non-executive/mdependent directors of OCAL namely Mr. T. K.
P. Naig (PAN No. ABIPN2653D), Mr. D. C. Parikh (PAN No. ACTPP2402L),
Mr. A. P. Shukla (PAN No. AECPS3296Q), Mr. T. S. Raghavan (PAN No.
AAFPR1521 A) and Mr. T. Shirdharani (PAN No. AAIPS0065M) shall not
take up any assignments as directors in any company for a period of one
year from the date of this order.
In compliance to the above SEBI order Company has sent Monthly Progress
Report (MPR) every month to SEBI. The Company has filed an application
with Hon'ble Whole Time Member (WTM) of SEBI vide letter dated February
21, 2014 for extention of time by another six months from 28lh
February, 2014 to comply with the SEBI order dated 30th August. 2013.
The Company has received full IPO proceeds of the amount of Rs. 35.25
crores. Rs. 7.70 crores from M/s KPT Infotech Private Limited paid
towards Brand Building, Rs. 12 crores from Precise Consulting &
Engineering Private Limited paid towards Development of Portfolio
Management Services and General Corporate Purpose and Rs. 15.55 crores
from Fincare Financial & Consultancy Services Private Limited paid
towards Development of PMS Business and payment of finder fees and
Purchase of Corporate Office.
SEBI has issued Show Cause Notice (SCN) dated 25th October, 2013 under
Rule 4 of SEBI (Procedures for Holding Inquiry and imposing penalties
by Adjudicating Officer) Rules. 1995 & Rule 4 of Securities Contracts
(Regulation) (Procedure for holding inquiry and imposing penalties by
Adjudicating Officer) Rules, 2005 in the matter of IPO of Onelife
Capital Advisors Limited. The Company filed consent application on 13th
December, 2013 without prejudice to its rights to defend the same. The
Company is in process of drafting a reply to the SCN with the help of
advocates. The outcome of the proceedings and the consent application
filed by the Company cannot be anticipated at present.
The Company had issued notice of postal ballot to pass a special
resolution for altering the objects for which amount was raised through
IPO. The special resolution has been passed with requisite majority and
the resolution was announced on 23rd January. 2014. As per the
resolution the objects of IPO / issue of Purchase of Corporate office Rs.
700 lacks. Development of Portfolio Management Services Rs.1.157.80
lacks and Brand Building Rs. 770 lacks, aggregating to Rs.2.627.80 lacks,
stand 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
lacks shall be utilized for these purposes and
ii) General Corporate purposes of Rs. 897.60 lacks.
Your Directors are taking all necessary steps to resolve these matter
as early as possible. Your Directors are confident that things shall be
resolved and normal business will prevail.
Subsidiary companies and consolidated financial statements
Onelife Capital Advisors Limited (OCAL) has subsidiary Companies i.e
Onelife Gas Energy & Infrastructure Limited (OGEIL), Goodyield Farming
Limited (GFL) and Good Yield Fertilisers and Pesticides Private Limited
(GFPPL)
During the year the Board of Directors reviewed the affairs of the
subsidiary Companies. As per Section 212 of the Companies Act 1956 we
are required to attach the Balance Sheet. Statement of Profit and Loss
and other documents of our subsidiaries.
The Ministry of Corporate Affairs, Government of India vide its
Circular No 2/2011 dated 08th February. 2011, exempted Companies from
complying with Section 212, provided such Companies publish the audited
consolidated financial statements in the Annual Report. The Company has
published the Audited consolidated financial statements for the fiscal
year 2014 and the same forms part of this Annual Report.
Accordingly this Annual Report does not contain the financial
statements of our subsidiaries. The Statement pursuant to Section 212
of the Companies Act, 1956, highlighting the summary of the financial
performance of our subsidiaries is annexed to this report.
The Company will make available these documents and related detailed
information upon request by any shareholder of the Company/ subsidiary
who may be interested in obtaining the same. The financial statements
of each subsidiary shall also be available on Company's website
www.onelifecapital.in.
Details of major subsidiaries of the Company and their business
operations during the year under review are covered in the Management's
Discussion and Analysis Report.
Chief Financial Officer
Mr. Jiten Popat. Chief Financial Officer (CFO) of the Company resigned
from the Company on 2971 January. 2014. Company has appointed Mr.
Mulraj Shah as CFO of the Company w.e.f 13m August. 2014. Mr. Mulraj
Shah has over 15 years experience in Accounts/Finance. He has held
several key positions in finance. Accounts. Auditing. Taxation.
Statutory Compliances.
Internal Control System
The Board ensures the effectiveness of the Company's system of internal
controls including financial, operational and compliance control and
risk management controls
M/s. G.S Toshniwal & Associates, Chartered accountants has been
reappointed as Internal Auditors for the financial year 2014-2015.
Merchant Banking, Portfolio Management Services (PMS) & Stock Broking,
Trading Member of Derivatives Segment
Due to SEBI order dated 28th December, 2011 and final order dated 30th
August, 2013 the Company is restrained to do business of Merchant
banking, PMS and Broking.
In view of the above the Board of Directors in its meeting held on 29th
January, 2014 decided that the Company should not send the application
for renewal of Merchant Banking and PMS Licenses and surrender the
Broking License. The Company has sent an application to BSE for
surrender of certificate of registration as Stock Broking Cash & F& O
(Registration No: INB11410033 and INF011410033) license of Bombay Stock
Exchange. The matter is still in process and pending with Regulator for
approval.
Deposits
The Company has not accepted any deposits from public during the year
under review.
Dividend
Your Directors do not recommend any dividend for the year 2013-14.
Board of Directors
Induction
On 30th' May. 2014 the Nomination and Remuneration Committee
recommended the induction of Mr. Ram Narayan Gupta and Mr. Amol Shivaji
Autade as Independent Directors of the Company.
Pursuant to the provisions of Section 161(1) of the Companies Act. 2013
and the Articles of Association of the Company. Mr. Ram Narayan Gupta
and Mr. Amol Shivaji Autade was appointed as Additional Directors
designated as Independent Directors w.e.f. 30,h May. 2014 and they
shall hold office up to the date of the ensuing Annual General Meeting.
The Company has received requisite notice in writing from a member
proposing Mr. Ram Narayan Gupta and Mr. Amol Shivaji Autade for
appointment as Independent Directors.
The Company has received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act. 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
The brief resumes of the Directors who are to appointed, names of
companies in which they have held directorships, committee memberships/
chairmanships, brief profile covering experience, achievements etc. .
Qualifications, their shareholding etc., are furnished in the
explanatory statement to the notice of the ensuing Annual General
Meeting.
We seek your support in confirming the appointment of Mr. Ram Narayan
Gupta and Mr. Amol Shivaji Autade.
Resignation
Mr. A.P Shukla resigned as an Independent member of the Board with
effect from 02nd December. 2013. The Board places on record its
appreciation for the services rendered by Mr A.P Shukla to the Board
and the Company
Mr. A.K Tangri resigned as an Independent member of the Board with
effect from 13,h December. 2013. The Board places on record its
appreciation for the services rendered by Mr. A.K Tangri to the Board
and the Company
Mr. T.S Raghavan resigned as an Independent member of the Board with
effect from 02rd May. 2014. The Board places on record its appreciation
for the services rendered by Mr. T.S Raghavan to the Board and the
Company
Note: In compliance to the Listing Agreement where the Chairman is an
executive director, at least half of the Board should comprise of
independent directors. Mr A.K Tangri resigned as on 13th December. 2013
and Mr. A.P Shukla resigned as on 2nd December. 2013. As per the
Listing Agreement an independent Director who resigns or is removed
from the Board of the Company shall be replaced by a new independent
Director within a period of not more than 180 days from the date of
such resignation or removal as the case may be.
In view of the same on 30th May. 2014 (i.e within a period of 180 days
from the date of resignation of independent directors) Mr. Ram Narayan
Gupta and Mr. Amol Shivaji Autade were appointed as non executive
Independent Directors of the Company.
Similarly, on 02nd May. 2014 Mr. T.S Raghavan resigned from the Board.
The Board is in process of appointing an independent Director in his
place in compliance to the Listing Agreement
Directors Responsibility Statement As Per Section 217 (2AA) of the
Companies Act, 1956
The Board of Directors hereby confirm that:
1 - in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and there are no material
dapartures.
2. selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period:
3. taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act. 1956. for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities:
4. prepared the Annual Accounts on a going concern basis.
Auditors and Auditors Report
M/s Khandelwal Jain & Co.. Chartered Accountants. Statutory Auditors of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting and. being eligible, offer themselves for
re-appointment as statutory auditors until the conclusion of the AGM of
the Company to be held in the year 2017 (subject to ratification of the
appointment by the members at every AGM held after this AGM)
The Company has received letters from them to the effect that their re-
appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for re- appointment.
The Notes on Financial Statements referred to in the Auditors' Report
are self- explanatory and do not call for any further comments.
Listing Fees
The Annual Listing Fee for the year 2014-15 had been paid to those
Stock Exchanges where the company's shares are listed.
Particulars of Employees
None of the employees/director(s) are drawing remuneration in excess of
Rs. 60 Lacks per annum or Rs. 5 Lacks per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Companies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, energy
conservation measures are being taken for regular preventive
maintenance of all equipments to increase the efficiency of the
equipment resulting in power saving.
B. Technology Absorption:
As the Company has not acquired any technology, the question of
absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo:
Total foreign exchange earnings and outgo during the year.
FOB Value of Exports : NIL CIF Value of Imports : NIL
Expenditure in foreign currency : NIL Corporate Governance
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. A detailed Report on
Corporate Governance approved by the Directors is annexed. A
certificate on compliance of Corporate Governance requirements issued
by the Statutory Auditors of the company in pursuance to clause 49 of
the listing agreement is placed with the report on Corporate
Governance.
Acknowledgement
The Directors take this opportunity to thank all the employees,
shareholders. Registrars. Bankers to the Company, The Securities &
Exchange Board of India. Bombay Stock Exchange. National Stock Exchange
of India Limited. National Securities Depository Limited. Central
Depository Services Limited, other Government Agencies and valued
clients for their support and co- operation during the year under
review. Your Directors look forward to the continued support of all
stakeholders in the future.
By and on behalf of the Board
forONELIFE CAPITAL ADVISORS LIMITED
T.K.PNaig
Executive Chairman
Registered Office:
96-98 Mint Road.
Mumbai 400 001
CIN: L74140MH2007PLC173660
e-mail: [email protected]
Place : Mumbai
Date : August 13. 2014
Mar 31, 2013
To The Shareholder of Onelife Capital Advisors Limited
The Directors are pleased to present the Sixth Annual Report together
with the Audited Accounts for the year ended 31st March 2013.
Financial Performance
The Financial performance of the company for the year ended 31st March
2013 is summarized below:
(Figures in Rs lakhs)
Particulars Current
Year Previous
Year
Revenue from Operation 902.68
Other Income 26.45 7.86
Total 26.45 910.54
Expenditure
Employee Benefit Expenses 68.72 84.70
Depreciation 1.66 1.49
Other Expenses 67.83 821.11
Interest 1.93
Total 138.21 909.23
Profit for the Year (111.76) 1.31
Prior Period Expenses
Profit Before Tax (111.76) 1.31
Income Tax 0.60
Profit after Tax (112.36) 1.31
Basic and Diluted EPS (0.84) 0.01
Year in Retrospect
During the financial year 2012-13 our company''s revenue was Rs 26.45
Lakhs as compared to Rs 910.54 Lakhs in cor- responding period of last
year. Net Loss of the Company at Rs112.36 Lakhs as compared to Profit
of Rs 1.31 Lakhs in Financial Year 2011-12.
The Financial Performance of the Company was adversely impacted mainly
due to Ex-parte ad- interim order passed by SEBI against the Company on
December 28, 2011 and the clarificatory order dated February 15, 2012.
The cumulative effect of these orders with respect to the company and
its directors is as below:
a. The company shall not issue any equity shares or any other
instrument convertible into equity shares, in any manner or shall not
alter its capital structure in any manner till further directions from
the SEBI;
b. The company shall not undertake any fresh business in its capacity
as merchant banker, portfolio manager, stock broker and trading member
till further directions from SEBI, except the business already mandated
as on 28th December 2011;
c. The company shall not buy, sell or deal in securities directly or
indirectly till further directions from the the SEBI;
d. All the directors of the company shall not buy, sell or deal in
securities directly or indirectly till further directions from the
SEBI;
e. The company shall call back funds transferred to Fincare Financial
and Consultancy Services Private Limited and Precise Consulting &
Engineering Private Limited.
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 complete its investigations by 31st October 2012.
SAT has also stayed the direction of the SEBI which directed the
company to call back funds given to Fincare Financial and Consultancy
Services Private Limited and Precise Consulting & Engineering Private
Limited.
On January 16, 2013 SEBI has passed a confirmatory order which was
considered by SAT in the appeal pending be-
fore it and the Hon''ble SAT has disposed of the appeal directing that
the Board shall issue show cause notice to the appellants within five
weeks and pass final order within a period of four months from the date
of the order. Recently, the Company got some relief from the Securities
Appellate Tribunal ("SAT") whereby Mr. A.P Shukla, Independent Director
and Mr. D.C Parikh, Non-Executive Director are permitted to sell the
shares in their respective demat accounts and the sale proceeds shall
be kept in fixed deposit with a nationalized bank and any withdrawal
from the bank should be with the prior permission of the Board.
Thereafter,the Company received the show cause notice dated 26th
February 2013.The Company Has given the reply of the showcause and
filed consent application on 13th May 2013 which has been rejected by
SEBI vide its letter dated 02nd August, 2013.
Your Directors are taking all necessary steps to resolve this matter as
early as possible. Your Directors are confident that things shall be
resolved and normal business will prevail. Your Directors wish to put
on record their gratitude for the sup- port shown by the shareholders
and affirm that all necessary steps shall be taken to protect the
interest of the company and the shareholders.
Subsidiary companies and consolidated financial statements
On November 01, 2012, Onelife Capital Advisors Limited (OCAL) became
Holding Company of Onelife Gas Energy & Infrastructure Limited (OGEIL)
as a result of issue of bonus shares by OGEIL to the minority
shareholders. As per the Memorandum of Association the main object of
OGEIL is procurement, purchase, exploration, storage, suppliers, dis-
tributors, sellers and dealers in natural gas and its derivatives
including LPG, CNG, PROPANE and any conventional and non- conventional
type of energy
OGEIL has a subsidiary Company called Goodyield Farming Limited (GFL)
having main object as agriculture, contract farming and related
activities and GFL is also having a subsidiary called Good Yield
Fertilisers and Pesticides Private Limited (GFPPL) which is involved in
agriculture and related activities. .
The Company Onelife became the Holding Company of OGEIL and ultimate
Holding Company of GFL and GFPPL.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India under Section 212(8) of the
Companies Act, 1956, copies of Balance Sheet, Statement of Profit and
Loss and other documents of the subsidiary companies have not been
attached with the Balance Sheet of the Company. The Company will make
avail- able these documents and related detailed information upon
request by any shareholder of the Company/ subsidiary who may be
interested in obtaining the same.
However, pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consoli- dated Financial Statements
presented by the Company include the financial statements of its
Subsidiaries. The Financial Statements of the subsidiary companies are
also available for inspection by the shareholders at the Registered
Office of the Company and that of its respective subsidiaries. The
Financial Statements of each subsidiary shall also be available on
Company''s website www.onelifecapital.in.
A statement of the holding company''s interest in the subsidiary
companies is attached and forms part of this report.
Details of major subsidiaries of the Company and their business
operations during the year under review are covered in the Management''s
Discussion and Analysis Report.
Chief Financial Officer
Mr. Jiten Popat has been appointed as the Chief Financial Officer of
the Company with effect from November 03, 2012. Mr. Jiten Popat has
over 14 years of experience in Accounts/Finance. He has held several
key positions in finance, Ac- counts, Auditing, Taxation, Statutory
Compliances.
Internal Control System
The Company has a well placed, proper and adequate internal control
system, which ensures that all assets are safe- guarded and protected
and that the transactions are authorised, recorded and reported
correctly. The Company''s in- ternal control system comprises audit and
compliance by our Internal Auditors M/s. G.S Toshniwal & Associates,
Char- tered accountants appointed as on February 14th, 2013. The
Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the majority of the transactions in
value terms. Independence of the audit and compliance is ensured by
direct reporting of Internal Auditors to the Audit Committee of the
Board.
Merchant Banking, Portfolio Management Services (PMS) & Stock Broking,
Trading Member of Derivatives Segment
Due to SEBI directions there is no business in these segments.
Deposits
The Company has not accepted any deposits from public during the year
under review.
Dividend
Your Directors do not recommend any dividend for the year 2012-13, in
view of losses during the year.
Directors
In terms of Article 157 of the Articles of Association of the Company,
Mr. A.K. Tangri and Mr.D.C Parikh will retire by rotation at the
ensuing Annual General Meeting, and being eligible, offer themselves
for re-appointment in terms of the provisions of Article 157 of the
Articles of Association of the Company.
The brief resumes of the Directors who are to be re-appointed, names of
companies in which they have held director- ships, committee
memberships/ chairmanships, brief profile covering experience,
achievements etc. , Qualifications, their shareholding etc., are
furnished in the explanatory statement to the notice of the ensuing
Annual General Meeting.
Your Directors recommend their re-appointment at the ensuing Annual
General Meeting.
Reappointment of Executive Chairman
The Board at its meeting held on August 13, 2013 has reappointed Mr.
T.K.P Naig as Executive Chairman from Decem- ber 2, 2013 to December 1,
2016. Necessary resolutions together with the explanatory statement
have been included in the Notice of sixth Annual General Meeting as the
above reappointment is subject to the approval of the shareholders.
Reappointment of Managing Director
The Board at its meeting held on August 13, 2013 has reappointed Mr.
Pandoo Naig as Managing Director of the Com- pany from December 2, 2013
to December 1, 2016. Necessary resolutions together with the
explanatory statement have been included in the Notice of sixth Annual
General Meeting as the above reappointment is subject to the approval
of the shareholders.
Directors Responsibility Statement As Per Section 217 (2AA)
The Board of Directors hereby confirm having:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards along with the proper explanation relating to
material departures;
2. selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit or loss of the Company for
that period;
3. taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provi- sions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. prepared the Annual Accounts on a going concern basis.
Auditors and Auditors Report
M/s Khandelwal Jain & Co., Chartered Accountants, Statutory Auditors of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting and, being eligible, offer themselves for
re-appointment as statutory auditors for the financial year 2013-14.
The Company has received a letter from them to the effect that their
re-appointment, if made, would be within the limit prescribed under
section 224(1B) of the Companies Act, 1956, and that they are not
disqualified for such re-appoint- ment within the meaning of Section
226 of the Companies Act, 1956.
The observations of the Auditors, together with the notes to Accounts
referred to in the Auditors'' Report, are self- explanatory and do not
call for any further explanation from the Directors.
Listing Fees
The Annual Listing Fee for the year 2013-14 had been paid to those
Stock Exchanges where the company''s shares are listed.
Particulars of Employees
None of the employees/director(s) are drawing remuneration in excess of
Rs 60 Lacks per annum or Rs 5 Lacks per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Compa- nies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particu- lars in the Report of
the Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, energy
conservation measures are being taken for regular preventive
maintenance of all equipments to increase the efficiency of the
equipment resulting in power saving.
B. Technology Absorption:
As the Company has not acquired any technology, the question of
absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo:
Total foreign exchange earnings and outgo during the year. FOB Value
of Exports : NIL CIF Value of Imports : NIL Expenditure in foreign
currency : NIL
Corporate Governance
The amendments to the Companies Act, 1956 and the listing agreements
executed with the Stock Exchanges require compliance with specified
Corporate Governance practices. A detailed Report on Corporate
Governance approved by the Directors is annexed. A certificate on
compliance of Corporate Governance requirements issued by the Statutory
Auditors of the company in pursuance to clause 49 of the listing
agreement is attached with this report.
Acknowledgement
The Directors take this opportunity to thank all the employees,
shareholders, Registrars, Bankers to the Company, The Securities &
Exchange Board of India, Bombay Stock Exchange, National Stock Exchange
of India Limited, National Securities Depository Limited, Central
Depository Services Limited, other Government Agencies and valued
clients for their support and co-operation during the year under
review. Your Directors look forward to the continued support of all
stakeholders in the future.
By and on behalf of the Board
for ONELIFE CAPITAL
ADVISORS LIMITED
Sd/-
T.K.P Naig
Executive Chairman
Registered Office:
96-98 Mint Road, Mumbai 400 001
Place: Mumbai Date: August 13, 2013
Mar 31, 2012
To The Member of Onelife Capital Advisors Limited
The Directors are pleased to present the Fifth Annual Report together
with the Audited Accounts for the year ended 31st March 2012.
Financial Performance
The Financial performance of the company the year ended 31st March 2012
is summarized below:
(Figures in Rs. lakhs)
Particulars 2011-12 2010-11
Revenue from Operation 902.68 37.00
Other Income 7.86 2.15
Total 910.54 39.15
Expenditure
Employee Benefit Expenses 84.70 50.05
Depreciation 1.49 1.57
Other Expenses 821.11 56.92
Interest 1.93 -
Total 909.23 108.54
Profit for the Year 1.31 (69.39)
Prior Period Expenses - 0.57
Profit Before Tax 1.31 (69.96)
Provision for tax - -
Profit after Tax 1.31 (69.96)
Basic and Diluted EPS 0.01 (1.00)
Year in Retrospect
Onelife Capital Advisors Limited (OCAL) had raised Rs. 36.85 crores
through an Initial Public Offer (IPO) in September-October 2011 by
issuing 33,50,000 equity shares of Rs. 10 face value per share at an
issue price of Rs. 110 each on book building basis.
The Public issue was over subscribed by 1.51 times of which Retail
Individual Investors (RIIs) was oversubscribed by 2.32 times, Non-
Institutional Investors (NIIs) by 0.93 times and Qualified
Institutional Buyers (QIBs) by 1.02 times.
Further as per Regulation 26 (2) (i) of SEBI ICDR, 50% allotment was
made to Qualified Institutional Buyers (QIBs), 35% to Retail Individual
Investors (RIIs) and 15% to Non-Institutional Investors (NIIs).
During the year under Review, OCAL has successfully completed its
maiden merchant banking mandate of Paramount Printpackaging Limited
("Paramount"). The issue of Paramount was oversubscribed by more
than 3.5 times. The Company got successfully listed on both the
exchanges i.e National Stock Exchange of India (NSE) and Bombay Stock
Exchange Limited (BSE).
During the financial year 2011-12, our company's revenue was Rs. 910.54
lakhs as compared to Rs. 39.15 lakhs in corresponding period of last
year. Net Profit of the Company remains at Rs. 1.31 lakhs as compared to
loss of Rs. 69.96 lakhs in Financial Year 2010-11. The Financial
Performance of the Company was adversely impacted mainly due to
Ex-Parte Ad-Interim order passed by the SEBI against the Company on
28th December, 2011. However, the Company is taking necessary actions
and steps to overcome the setback of the impugned order. Recently, the
Company got some relief from the Hon'ble Securities Appellate
Tribunal ("SAT") in terms of permission to underwrite issues,
execute the current mandates and stay on the direction of Ex-Parte
Ad-Interim order to call back the funds which have already been used
towards the objects of the issue and has asked the SEBI to complete the
investigation by end of October 2012. (For detailed information please
see the SEBI order copy dated December 28, 2011 which are available on
below mentioned link:
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1325083137664.pdf) (For
detailed information please see the SAT order copy dated January 01,
2012 and dated June 25, 2012, which are available on below mentioned
link: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1327056363349.pdf
and http://www.sebi.gov.in/cms/sebi_data/ attachdocsAI341221347195.pdf)
Merchant Banking
In Merchant Banking, our company signed 16 assignments to undertake
fund raising through IPO and two advisory mandates. These companies
are in diverse sectors like Oral Care, Oil & Gas, Water Purification,
Ferro Alloy, Digital Marketing, Metal Recycling, Glass Manufacturing,
Sugar, Health & Spa and Education etc.
Portfolio Management Services (PMS) & Stock Broking
The Company is a SEBI registered Portfolio Management Service Provider
and a BSE registered Stock Broker. The Company will take necessary
steps to start PMS business after the clarity on Ex-Parte Ad-Interim
order passed by the SEBI against our company. The Company is in process
of devising strategies to enter the market in respect of stock broking
activities, in due course.
Trading Member of Derivatives Segment
The Company got registration in BSE as a Trading member in Derivatives
segment. We will commence this business simultaneously with stock
broking business, in due course.
Deposits
The Company has not accepted any deposits from public during the year
under review.
Dividend
In order to conserve its resources, your Directors do not recommend any
dividend for the year 2011- 2012.
Directors
Mr. Ashwanikumar Tangri was appointed as an additional Director in the
capacity of independent director w.e.f. 26th June, 2012. Mr. Tangri
holds office as an additional Director up to the date of the
forthcoming Annual General Meeting of the Company. The Company has
received notice under section 257 proposing the candidature of Mr.
Tangri as a director at the forthcoming Annual General Meeting of the
Company.
Further, Mr. Ayodhya Prashad Shukla and Mr. T. S Raghavan, Independent
Directors of the Company retire by rotation and being eligible offer
themselves for re-appointment.
Mr. Tushar Shridharani has resigned as a Director of the Company w.e.f.
29th December, 2011. Your Directors place on record their sincere
appreciation of the services rendered by Mr. Shridharani during his
tenure as a Independent Director of the Company.
Directors Responsibility Statement As Per Section 217 (2AA)
The Board of Directors hereby confirm having:
i. Followed in the preparation of the Annual Accounts, the applicable
accounting standards along with the proper explanation relating to
material departures;
ii. Selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit or loss of the Company
for that period;
iii. Taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. Prepared the Annual Accounts on a going concern basis.
Auditors & Auditors Report
The existing auditors M/s Anay Gogte & Co, Chartered Accountants,
retire at the ensuing Annual General Meeting and have indicated their
non availability for re-appointment as the auditor for the Company due
to pre occupation.
The Board has obtained the confirmation from M/s. Khandelwal Jain &
Co., Chartered Accountants of their eligibility and willingness to be
appointed as the Statutory Auditors of the Company. A proposal seeking
their appointment is provided as part of the Notice of the ensuing
Annual General Meeting.
The observations made in the Auditors Report are selfexplanatory and
therefore in the opinion of the Board no further comments are required
under Section 217 (3) of the Companies Act, 1956.
Particulars of Employees
None of the employees/director(s) are drawing remuneration in excess of
Rs. 60 Lakhs per annum or Rs. 5 Lakhs per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Companies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, energy
conservation measures are being taken for regular preventive
maintenance of all equipments to increase the efficiency of the
equipment resulting in power saving.
B. Technology Absorption:
As the Company has not acquired any technology, the question of
absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo:
Total foreign exchange earnings and outgo during the year.
FOB Value of Exports : NIL
CIF Value of Imports : NIL
Expenditure in foreign currency : NIL
Corporate Governance
The amendments to the Companies Act, 1956 and the listing agreements
executed with the Stock Exchanges require compliance with specified
Corporate Governance practices. The detailed Report on Corporate
Governance approved by the Directors pursuant to clause 49 of the
listing agreement with stock exchanges, your company has obtained
certificate from the statutory auditor of the company, for the
compliance of the Corporate Governance, which is annexed and forms part
of this annual report.
Acknowledgement
The Directors take this opportunity to thank all the employees,
shareholders, Registrars, Bankers to the Company, The Securities &
Exchange Board of India, Bombay Stock Exchange Limited, National Stock
Exchange of India Limited, National Securities Depository Limited,
Central Depository Services Limited, other Government Agencies and
valued clients for their support and co-operation during the year under
review. Your Directors look forward to the continued support of all
stakeholders in the future.
By and on behalf of the Board
for ONELIFE CAPITAL ADVISORS LIMITED
Sd/-
T.K.P Naig
Whole Time Director
Registered Office:
96/98 Mint Road,
Mumbai 400 001
Place: Mumbai
Date: 06th August, 2012
Mar 31, 2010
The Directors submit their Annual Report on the working of the company
and Audited Statement of Account for the year ended 31st MARCH, 2010
this is the first year of the company after incorporation.
Financial Results Year ended
31/3/2010 Year ended
31/3/2009
Gross Receipts Rs. 6,167,343 0
Less Expenditure Rs. 4,120,338 43,298
Profit/(Loss) Rs. 2,047,005 (43,298)
Prov. For Tax Rs. 675,000 0
Profit/(Loss) after tax Rs. 1,372,005 (43,298)
DIVIDEND
Considering the financial position of the company Directors do not
recommend any dividend.
DIRECTORS RESPONSIBILITY STATEMENT
Following is the Director Responsibility statement as required under
section 217(2AA) of the financial statements:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
b) That directors have been selected such accounting policies and
applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affair of the company at the end of the financial period and of the
Profit or Loss of the company for the period.
c) That the directors have take proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provision of this Act for safe guarding the assets of the company and
for preventing and defecting fraud and other irregularities.
d) That the Director have prepared the annual accounting on going
concern basis.
AUDITORS
The members are requested to reappoint Auditor for the current
Financial Year.
General Meeting and Rashmi Modi & Co. Chartered Accountant has been
reappointed as the auditor.
The company is not manufacturing company. The information pursuant to
section 217 (i) (e) are as under :
ENERGY CONSERVATION: Not Applicable NIL
TECHNOLOGY ABSORPTION : NIL
FOREIGN EXCHANGE : NIL
FOR AND BEHALF OF THE BOARD
PLACE: MUMBAI
DATE: 24.08.2010 DIRECTOR DIRECTOR
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