Notes to Accounts of Onelife Capital Advisors Ltd.

Mar 31, 2016

b Rights, Preferences and Restrictions attaching to each class of shares Equity Shares having a face value of Rs. 10 As to Dividend: -

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The Company has not declared any dividend during the year.

As to Repayment of capital: -

In the event of liquidation of the Company, the holders of equity shares are entitled to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of shares held by the shareholders.

As to Voting: -

The Company has only one class of shares referred to as equity shares having a face value of Rs. 10. Each holder of the equity share is entitled to one vote per share held.

1. Contingent Liabilities:

The Company has received Show cause notice from Service Tax Department on 23rd October, 2015 for the alleged wrong a ailment / utilization of Cenvat Credit of Rs. 163.34 lakhs. As per the legal advice received by the Company, the Company has good case and no provision is required for Cenvat Credit of Rs. 163.34 lakhs availed by the Company during the Financial year 2011-12 on the basis of invoices of Fincare Financial and Consultancy Services Private Limited and Precise Consulting & Engineering Private Limited. The Company has paid Rs. 86.25 lakhs under protest and is disclosed as advance Service Tax under the head "Long Term Loans and Advances".

2. Disclosure pursuant to Accounting Standard (AS) 15 (Revised) "Employee Benefits"

The following table sets out the status of the gratuity plan and the amount recognized in the financial statements as at 31^st March, 2016.

Defined benefit plans - As per Actuarial valuation as on 31^st March, 2016.

3. Disclosures pursuant to Accounting Standard 17 "Segment Reporting"

The Company operates in a single business segment viz. Advisory Services; accordingly there is no reportable business or geographical segments as prescribed Under Accounting Standard 17 "Segment Reporting".

4. Disclosure of related parties/related party transactions pursuant to Accounting Standard (AS)

18 "Related Party Disclosures"

I. List of Related Parties:

List of Related Parties where control exists - Mr. Pandoo Naig, Mr. T. P. K. Naig and their Shareholders in the Company relatives together hold 74.55 % share capital of the

Company_

Subsidiaries One life Gas Energy & Infrastructure Limited_

Goodyield Farming Limited_

Goodyield Fertilizers and Pesticides Private Limited

Eyelid Infrastructure Private Limited_

Purple India Holdings Limited_

Destimoney Distribution and Advisory Services Private Limited

Key Management Personnel Mr. T. P. K. Naig - Executive Chairman_

Mr. Pandoo Naig - Managing Director_

Mr. Mulraj Shah - Chief Financial Officer_

Mr. Vivek Maru - Company Secretary¹_

Ms. Priyanka Rawat - Company Secretary²_

Companies in which Key Management Nil

Personnel exercise significant influence

The operating lease arrangements are in relation to office premises. The Company has not entered into any finance lease arrangements.

In view of losses and unabsorbed depreciation, considering the grounds of prudence, deferred tax assets is recognized to the extent of deferred tax liabilities and balance deferred tax assets have not been recognized in the books of accounts.

5. Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act)

There are no Micro, Small and Medium Enterprise to whom the Company owes dues which were outstanding as the balance sheet date. The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors.

6. Details of utilization of IPO proceeds:

a. The Company had made Initial Public Offer (IPO) vide Prospectus dated October 10, 2011 and issued 33,50,000 equity shares of Rs.10 each for cash at a premium of Rs.100/- per share aggregating to Rs. 36,85,00,000 to the public.

The Proposed utilization of funds raised from Initial Public Offer (IPO) including share premium as per the prospectus were as under:

b. The Company had passed special resolution for altering the objects for which amount was raised through IPO with requisite majority which was announced on 23^rd January, 2014. The Company had again issued notice of postal ballot and passed the special resolution with requisite majority which has been announced on 13^th February, 2016 whereby the objects of the balance IPO proceeds of Rs. 2,625 lakhs has been substituted by the following objects:

(i) IPO proceeds of Rs. 2,430 lakhs to 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

(ii) IPO proceeds of Rs. 195 lakhs to be used for the renovation / addition in the Premises where Company''s Registered Office is presently situated.

*By way of acquisition of 100% equity shareholding of M/ s. Eyelid Infrastructure Pvt. Ltd.

7. On approval of the Board of Directors following activities were carried out:

a. The Company has acquired the 100% shareholding of Purple India Holding Limited for Rs. 140 lakhs and as a result, Purple India Holding Limited has become the wholly owned subsidiary of the Company.

b. Purple India Holding Limited has acquired 100% of the shareholding in Destimoney Distribution Advisory Services Pvt. Ltd. for a consideration of Rs. 400 lakhs. Purple India Holding Limited has signed a Share Purchase Agreement to purchase majority equity shares of Destimoney Security Private Limited, Destimoney Commodity Private Limited and Sarsan Securities Pvt. Ltd., subject to regulatory approvals. These companies together with their subsidiaries are in the business of stock broking, commodity broking, wealth management, third party financial product sales and a Non-Banking Financial Company. The approvals from regulators are still pending. The total investment for the said transactions will be approximately Rs. 2,600 lakhs. The Company has paid advance of Rs. 2,400 lakhs to Purple India Holding Limited for onward investments in / acquisitions of the aforesaid Companies.

8. The Board of Directors of the Company has approved Related Party Transactions for acquisition of premises for corporate office for the consideration of Rs. 900 lakhs by way of acquisition of 100% equity shareholding of M/s. Eyelid Infrastructure Pvt. Ltd. and the same is approved by the shareholders at the 8th Annual General Meeting held on 30^th September, 2015. As a result, M/s. Eyelid Infrastructure Pvt. Ltd. has become the wholly owned subsidiary of the Company. The Company had incurred Rs. 357.15 lakhs by way of addition/renovation for the above premises (treated as leasehold improvements) and the same is amortized over the remaining lease period from 1^st January, 2016 to 31^st March, 2018 as per the Rent Agreement with M/s. Eyelid Infrastructure Pvt. Ltd.

9. In the opinion of the Board, the value of realization of Current Assets, Loans and Advances in the ordinary course of the business would not be less than the amount at which they are stated in the Balance Sheet and the provision for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

10. a. The Company did not have any outstanding long term contracts including derivative contracts as at 31^st March, 2016.

b. There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

11. Details of Loans given covered u/s 186 (4) of the Companies Act, 2013 and disclosure pursuant to clause 34 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015:

12. As per Accounting Standard 17 on "Segment Reporting", segment information has been provided under the notes to the Consolidated Financial Statements.

13. Previous year figures have been reclassified and regrouped and recasted wherever necessary to conform to the current year''s classification.

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Mar 31, 2015

1. SHARE CAPITAL

a. Rights, Preferences and Restrictions attaching to each class of shares Equity Shares having a face value of Rs. 10

As to Dividend: -

The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares held by them. The Company has not declared any dividend during the year.

As to Repayment of capital: -

In the event of liquidation of the Company, the holders of equity shares are entitled to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of shares held by the shareholders.

As to Voting: -

The Company has only one class of shares referred to as equity shares having a face value of Rs. 10. Each holder of the equity share is entitled to one vote per share.

2. The Company had come out with a public issue of its equity shares of Rs. 10 each at a premium of Rs. 100 each in September-October 2011. The equity shares of the company are listed on the BSE and NSE.

The Securities 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 passed an Ex-Parte Ad Interim order dated 28th December, 2011 against the Company. The Company has thereafter, received final order from SEBI dated 30th August, 2013 whereby the following directions have been given: -

a One life 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 Info tech Pvt. Ltd. (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 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 One life Capital Advisors Ltd and its managing director Mr. Pandoo P. Naig shall 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., from 28th December, 2011.

3. The Company had received back Rs. 770 Lacs from KPT paid towards Brand Building, Rs. 1,200 Lacs from Precise paid towards Development of Portfolio Management Services and General Corporate Purpose upto June 2014. The Company had also received back Rs. 1,555 Lacs upto July 2014 from Fincare paid towards Development of Portfolio Management Services, Purchase of Corporate Office and General Corporate Purpose. The total amount aggregating to Rs. 3,525 Lacs has been kept in fixed deposits with Bank.

4. The Company had received show cause notice dated 25th October 2013 under Rule 4 of SEBI (Procedures for holding inquiry and imposing penalties by Adjudicating Officer) Rules, 1995 and Rule 4 of Securities Contracts (Regulation) (Procedure for holding inquiry and imposing penalties by Adjudicating Officer) Rules, 2005 in the matter of IPO. The Company has received Adjudication order dated 28th November, 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-I 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 as per the direction and debited the penalty of Rs. 45 Lacs as expenses which has been disclosed under the head "Exceptional Items" in the Statement of Profit and Loss.

5. Consequent to the applicability of the Companies Act, 2013 with effect from 1st April, 2014 depreciation has been calculated based on the useful life of the assets as specified under Schedule II of the Act. On account of the above, the depreciation for the year ended 31st March, 2015 debited to the Statement of Profit and Loss is higher by Rs. 142,293.

Further, in terms of schedule II to the Companies Act, 2013 an amount of Rs 36,629 towards the carrying value of the assets where the remaining useful life of asset is NIL has been debited to the opening retained earnings as on 1st April, 2014.

6. Disclosures pursuant to Accounting Standard 17 "Segment Reporting"

The Company operates in a single business segment viz. Advisory Services; accordingly there is no reportable business or geographical segments as prescribed Under Accounting Standard 17 "Segment Reporting".

7. Disclosure of related parties/related party transactions pursuant to Accounting Standard (AS) 18 "Related Party Disclosures"

I List of Related Parties

List of Related Parties where control exists Shareholders in the Company together

Mr. Pandoo Naig, Mr. T. P. K. Naig and their relatives hold 74.55 % share capital of the Company

Subsidiaries

One life Gas Energy & Infrastructure Limited

Good yield Farming Limited

Good yield Fertilizers and Pesticides Private Limited

Key Management Personnel

Mr. T. P. K. Naig - Executive Chairman

Mr. Pandoo Naig - Managing Director

Companies in which Key Management Personnel exercise significant influence

Mint Street Estates Pvt. Ltd. Eyelid Infrastructure Private Limited

8. In view of losses and unabsorbed depreciation, considering the grounds of prudence, deferred tax assets is recognized to the extent of deferred tax liabilities and balance deferred tax assets have not been recognized in the books of accounts.

9. Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act)

There are no Micro, Small and Medium Enterprise to whom the Company owes dues which were outstanding as the balance sheet date. The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors.

10. During the year Company was asked to pay service tax of Rs. 86.25 Lacs pending the issue of show cause notice by the Department for alleged wrong availment of Cenvat Credit. The same has been paid under protest and is disclosed as advance Service Tax under the head "Long Term Loans and Advances".

12. In the opinion of the Board, the value of realization of Current Assets, Loans and Advances in the ordinary course of the business would not be less than the amount at which they are stated in the Balance Sheet and the provision for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

13. a The Company has disclosed the litigations taken place during the year. There were no litigations and proceedings pending as at 31st March, 2015.

b The Company did not have any outstanding long term contracts including derivative contracts as at 31st March, 2015.

14. Details of Loans given covered u/s 186 (4) of the Companies Act, 2013 and disclosure pursuant to clause 32 of the Listing Agreement

Loans given are given under the respective heads.

15. Previous year figures have been reclassified and regrouped and recanted to conform to the current year's classification.

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Mar 31, 2014

1 The Company is engaged in the business of providing Advisory Services. It had made an Initial Public Offer (IPO) of its equity shares of Rs. 10/- each at a premium of Rs. 100/- each in September-October 2011. The equity shares of the Company are listed on the BSE and NSE.

The Securities 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 passed an Ex-Parte Ad Interim order dated 28th December. 2011 against the Company. The Company has thereafter, received final order from SEBI dated 30th August. 2013 whereby the following directions have been given: -

(a) Onelife Capital Advisors Ltd. (OCAL) and its Managing Director Mr. Pandoop.

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. (Fmcare). Precise Consulting and Engineering Pvt. Ltd. (Precise) and KPT Infotech Pvt. Ltd. (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 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 and its managing director Mr. Pandoo P. Naig shall 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 mannor. for a period of 3 years from the date of the interim order i.e., from 28th December, 2011.

2 The Company had filed application with the Whole Time Member (WTM) of SEBI vide letter dated 21st February. 2014 for extension of time by another six months from 28th February, 2014 for bringing back of IPO proceeds as per direction given in the order dated 30th August. 2013.

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 , backRs. 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. 1.770 lacs upto March 31,2014) has been kept in fixed deposit with Banks.

3 The Company has received show cause notice dated 25th October 2013 under Rule 4 of SEBI (Procedures for holding inquiry and imposing penalties by Adjudicating Officer) Rules. 1995 and Rule 4 of Securities Contracts (Regulation) (Procedure for holding inquiry and imposing penalties by Adjudicating Officer) Rules, 2005 in the matter of IPO. In response to show cause notice, the Company has filed consent application on 13th December, 2013 without prejudice to its rights to defend the same. The Company has not received any further communication in this regard from SEBI till date. The outcome of the proceedings and the consent application filed by the Company cannot be anticipated at present.

4 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 of Purchase of Corporate office Rs. 700 lacs, Development of Portfolio Management Services Rs. 1,157.80 lacs and Brand Building Rs. 770 lacs, aggregating toRs. 2,627.80 lacs, 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 unutilized 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.

5 Disclosure pursuant to Accounting Standard (AS) 15 (Revised) "Employee Benefits"

The following table sets out the status of the gratuity plan and the amount recognized in the financial statements as at March 31, 2014.

Defined benefit plans - As per Actuarial valuation as on March 31, 2014.

6 Disclosures pursuant to Accounting Standard 17 "Segment Reporting"

The Company operates in a single business segment viz. Advisory Services; accordingly there is no reportable business or geographical segments as prescnbed Under Accounting Standard 17 'Segment Reporting".

7 Disclosure of related parties/related party transactions pursuant to Accounting Standard (AS) 18 "Related Party Disclosures"

I List of Related Parties

A List of Related Parties where control exists

Shareholders in the Company: -

Mr. Pandoo Naig. Mr. T.P.K. Naig and their relatives together hold 74.55 % share capital of the Company.

B Subsidiaries -

Onelife Gas Energy & Infrastructure Limited

Goodyield Farming Limited

Goodyield Fertilizers and Pesticides Private Limited

C. Key Management Personnel: -

Mr. T.P.K.Naig - Executive Chairman Mr. Pandoo Naig - Managing Director

D. Companies in which Key Management Personnel exercise significant influence: -

Mint Street Estates Pvt. Ltd.

Khevana Securities & Finstock Ltd.

8 In absence of any taxable income during the year and also brought forward unabsorbed losses, no provision for current tax has been made.

In view of losses and unabsort>ed depreciation, considering the grounds of prudence, deferred tax assets is recognized to the extent of deferred tax liabilities and balance deferred tax assets have not been recognized in the books of accounts.

9 Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) are given as follows:

There are no Micro, Small and Medium Enterprise to whom the Company owes dues which were outstanding as the balance sheet date. The above information regarding Micro. Small and Medium Enterprise has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors.

10 Details of utilization of IPO proceeds:

a) The proposed utilization of funds raised from IPO including share premium as per the prospectus were as under:

b) The Company had given advances to the Fincare, Precise and KPT for Sr. No. 1 to 4 of the aforesaid objects. However. SEBI. vide order dated August 30. 2013. has held that the Company has diverted the IPO proceeds aggregating to Rs. 3,525 lacs for purposes other than the aforesaid objects of the IPO and has directed the Company and the Managing Director to bring back the advances paid to the said parties within six months.

c) The Company has received back the said amount of Rs. 3,525 lacs (Rs. 1,770 lacs upto March 31, 2014) which has been kept in fixed deposits with banks as mentioned in Note No. 19 above.

d) As per special resolution passed by the Company on 23rd January 2014, the IPO object of the issue has been changed to the following:

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.

Also, refer note no. 21 in this regard.

11 In the opinion of the Board, the value of realization of Current Assets, Loans and Advances in the ordinary course of the business would not be less than the amount at which they are stated in the Balance Sheet and the provision for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

12 Previous year figures have also been reclassified and regrouped and recasted to conform to the current year's classification.

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Mar 31, 2013

1 The Company is engaged in the business of providing Capital Advisory Services. It is a Category-1 merchant banker, portfolio manager, stock broker on Bombay Stock Exchange Ltd (BSE) and trading member of equity and derivative segment of BSE. It is duly registered with the Securities and Exchange Board of India (SEBI) in respect of the above categories. It had come out with a public issue of its equity shares of Rs. 10/- each at a premium of Rs. 100/- each in September-October 2011. The equity shares of the company are listed on the BSE and NSE.

The SEBI had carried out investigation in the issue process of the company and the utilization of the issue proceeds. During the course of investigations, 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 dated December 28, 2011. It has also passed an order dated February 15, 2012 clarifying its order dated December 28, 2011. The cumulative effect of these orders with respect to the Com- pany 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 December 28, 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 October 31, 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 before it and the Hon''ble SAT has disposed of the appeal vide order dated January 24, 2013 directing that the Board shall issue show cause notice to the Company and its directors within five weeks and pass final order within a period of four months from the date of the order.

The Company has received the show cause notice dated February 26, 2013.The Company has given the reply to the show cause notice and also filed consent application on May 13, 2013 which has been rejected by SEBI vide its letter dated August 02, 2013. The final order of the SEBI has not been received till now. Since, the ultimate outcome of the matter cannot be presently determined, the accounts have been prepared on going concern basis.

2 The Company was holding 302,500 shares of Onelife Gas Energy & Infrastructure Limited (OGEIL). On November 01, 2012 OGEIL has issued bonus shares in the ratio of 1:20 to the minority shareholders holding 5% and less than 5%equity shares. The Company has accordingly received 6,050,000 bonus equity shares.As a result of said issue of bonus shares, OGEIL became a subsidiary of the Company.Consequently, Goodyield Farming Limited (GFL)subsid- iary of OGEIL and Goodyield Fertilizers and Pesticides Private Limited subsidiary of GFL have become subsidiaries of the Company.

3 Disclosure pursuant to Accounting Standard (AS) 15 (Revised) "Employee Benefits"

The following table sets out the status of the gratuity plan and the amount recognized in the financial statements as at March 31, 2013.

4 Disclosures pursuant to Accounting Standard 17 "Segment Reporting"

The Company operates in a single business segment viz. Capital Advisory Services, accordingly there are no report- able business or geographical segments as prescribed Under Accounting Standard 17 "Segment Reporting".

5 Disclosure of related parties/related party transactions pursuant to Accounting Standard (AS) 18 "Related Party Disclosures"

I List of Related Parties

A List of Related Parties where control exists i Shareholders in the Company: -

Mr. Pandoo Naig, Mr. T.K.P Naig and their relatives together hold 74.55 % share capital of the company.

B Subsidiaries -

Onelife Gas Energy & Infrastructure Limited

Goodyield Farming Limited

Goodyield Fertilizers and Pesticides Private Limited

C. Key Management Personnel: -

Mr. T.P.K.Naig - Executive Chairman Mr. Pandoo Naig- Managing Director

D. Companies in which Key Management Personnel exercise significant influence: -

Mint Street Estates Pvt. Ltd. Khevana Securities & Finstock Ltd.

6 In absence of any taxable income during the year and also brought forward unabsorbed losses, no provision for cur- rent tax has been made.

In view of losses and unabsorbed depreciation, considering the grounds of prudence, deferred tax assets is recog- nized to the extent of deferred tax liabilities and balance deferred tax assets have not been recognized in the books of accounts.

7 Dues to Micro, Small and Medium Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises to whom Company owes an amount outstanding. The disclosures have been made to the extent such information is available with the Company. The information so provided by the company has been relied upon by the auditors.

8 In the opinion of the Board, the value of realization of Current Assets, Loans and Advances in the ordinary course of the business would not be less than the amount at which they are stated in the Balance Sheet and the provision for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

9 Previous year figures have also been reclassified and regrouped to conform to the current year''s classification.

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Mar 31, 2012

1. The Company is engaged in the business of providing Capital Advisory Services. It is a Category-1 merchant banker, portfolio manager, stock broker on Bombay Stock Exchange (BSE) and trading member on derivative segment of BSE. It is duly registered with the Securities and Exchange Board of India (SEBI) in respect of the above categories. It had come out with a public issue of its equity shares of Rs.10/- each at a premium of Rs. 100/- each in September-October 2011. The equity shares of the company were listed on the BSE and NSE.

The SEBI had carried out investigation in the issue process of the company and the utilization of the issue proceeds. During the course of investigations, 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 dated 28th December 2011. It has also passed an order dated 15th February 2012 clarifying its order dated 28th December 2011. 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 (Rs.13.54 cr) and Precise Consulting & Engineering Private Limited (Rs.12.00 cr);

The company has filed an appeal against the order of the SEBI with the Hon'ble Securities Appellate Tribunal (SAT). The Hon'ble SAT has disposed of the appeal directing the SEBI to complete its investigations by 31st October 2012. It has also stayed the direction of the SEBI which directed the company to call back funds transferred to Fincare Financial and Consultancy Services Private Limited and Precise Consulting & Engineering Private Limited. Pending completion of investigation by SEBI, the accounts have been prepared on going concern basis.

2. Figures of the previous year have been regrouped/ rearranged wherever necessary.

3. The figures of sundry debtors, loans and advances and current liabilities are subject to confirmation.

4. Based on the information and records available with the company, there are no companies which fall under categories defined under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

5. During the year, the provision for gratuity was made of Rs. 1.26 lakhs (Previous Year Rs. 0.87 lakhs).

The gratuity liability as on 31st March 2012 is based on the following actuarial assumptions:

a. Valuation Method - Projected Unit Credit Method

b. The retirement age of the employee - 60 years

c. Vesting period - 5 years

d. Attrition Rate : 2%

e. Salary Escalation Rate : 5% for each year

f. Discounting Rate : 8.50%

g. Mortality Rate : As per 1994-96 LIC Mortality Tables (Ultimate)

6. Segment Reporting Based on the guiding principles given in Accounting Standard 17, the Company's primary business consists of Capital Advisory Services.

7. In the opinion of the Board of Directors, the current assets, loans and advances are of approximate value, if realised in the ordinary course of business and the provision for all known liabilities is adequate and not in excess of the amount reason- ably considered necessary.

8. Related Party disclosures as required by AS-18, "Related Party Disclosures", are given below:

1. Relationships:

i. Shareholders in the Company:

Mr. Pandoo Naig, Mr. T.K.P.Naig and their relatives together hold 74.93 % share capital of the company.

ii. Directors

Mr. Pandoo Naig

Mr. T.K.P.Naig

iii. Relatives of Promoters

Mr.Thiruvidaimarudur Swaminatha Krishna Naig

Mrs. Radhabai Naig

Mr. Sudhakar Naig

Mrs. Anandhi P Naig

Mrs. Pradeep Kumari

Mrs. Rekha Ravichandar

Mrs. Jayanti Balchandar

Mrs. Sowmya Deshpande

Mrs. Divya P. Naig

iv. Companies/ Firms in which Directors are Directors/ partners Leadline Software & Trading P. Ltd

Goodyield Farming Ltd.

Oodnap Securities (I) Ltd.

Transform Eng. P. Ltd.

Goodyield Fertilisers & Pesticides Pvt. Ltd.

Mint Street Estates P. Ltd.

Khevana Securities & Finstock Ltd.

GSD Agrotech P. Ltd.

DGS Agrotech P. Ltd.

GG Logistics P. Ltd.

GIG Logistics P. Ltd.

Sowgau Estates P. Ltd.

Pearl Financial Advisors P. Ltd.

Onelife Gas Energy & Infrastructure Ltd.

Onelife Eco Power & Engineering Ltd.

Onelife Agrifood Ltd.

DP Engineering & Consulting P. Ltd.

Pran Fertilisers & Pesticides P. Ltd.

Doctors Dental Services Ltd.

Vaaman Pesticides P. Ltd.

* The company has informed that funds have been transferred to the vendors/ service providers for the said purposes. How- ever, the purposes for which the funds have been transferred have not been completely achieved.

9. In view of carried forward losses, no provision for taxation has been made. On consideration of prudence, the company has not recognized deferred tax assets.

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Mar 31, 2010

1. Figures of the previous half have been regrouped/ rearranged wherever necessary.

2. The figures of sundry debtors, loans and advances and current liabilities are subject to confirmation.

3. Payments to and provisions for employees include remuneration to directors Rs.1,270,000/- (Previous Year Rs.150,000/-).

4. Based on the information and records available with the company, there are no companies which fall under categories defined under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

5. During the year, the provision for gratuity was made of Rs. 86,565/-(Previous Year Rs. Nil).

The gratuity liability as on 31st March 2011 is based on the following actuarial assumptions:

a. Valuation Method - Projected Unit Credit Method

b. The retirement age of the employee - 60 years

c. Mortality Rate : As per 1994-96 LIC Mortality Tables (Ultimate)

d. Staff Turnover Rate : 2%

e. Salary Escalation Rate : 5% for each year

f. Discounting Rate : 8.25%

6. Segment Reporting

Based on the guiding principles given in Accounting Standard 17, the Company's primary business consists of Capital Advisory Services.

7. In the opinion of the Board of Directors, the current assets, loans and advances are of approximate value, if realised in the ordinary course of business and the provision for all known liabilities is adequate and not in excess of the amount reasonably considered necessary.

8. Related Party disclosures as required by AS-18, "Related Party Disclosures", are given below:

1. Relationships:

i. Shareholders in the Company:

Mr. Pandoo Naig, Mr. T.K.P.Naig and their relatives together hold 99.90 % share capital of the company.

Mr. Pandoo Naig Mr. T.K.P.Naig

Mr. Thirumakottai Subramaniaiyar Raghavan

Mr. Ayodhyaprasad Chandra Shekhar Shukla

Mr. Dhananjay Chandrakant Parikh

iii. Relatives of Key Management Personnel

Mr.Thiruvidaimarudur Swaminatha Krishna Naig

Mrs. Radhabai Naig

Mr. Sudhakar Naig

Mrs. Anandhi P Naig

Mrs. Pradeep Kumari

Mrs. Rekha Ravichandar

Mrs. Jayanti Balchandar

Mrs. Sowmya Deshpande

Mrs. Divya P. Naig

iv. Companies/ Firms in which Directors are Directors/ partners

Khevana Securities & Finstock Ltd.

Sowgau Estates Pvt. Ltd

Mint Street Estates Pvt. Ltd.

Leadline Software and Trading Pvt.Ltd.

Oodnap Agrotech Ltd.

Oodnap Securities (India) Ltd.

Transform Engineering Pvt.Ltd.

Goodyield Fertilisers and Pesticides Pvt.Ltd.

T. Gains Trading

GSD Agrotech Pvt. Ltd.

DGS Agrotech Pvt. Ltd.

GG Logistics Pvt. Ltd.

GIG Logistics Pvt. Ltd.

Onelife Gas Energy & Infrastructure Ltd.

Onelife Ecopower & Engineering Ltd.

Onelife Agrifoods Ltd.

S23 MEW Film Distribution Ltd.

The operating lease arrangements relate to office premises. The Company has not entered into any finance lease arrangements.

9. On consideration of prudence, the company has not recognized deferred tax assets.

10. During the year, name of the company was changed from Onelife Capital Advisory Services Private Limited to Onelife Capital Advisory Services Limited with effect from 13th December 2010.