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Onelife Capital Advisors Directors Report, Onelife Capital Reports by Directors
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Onelife Capital Advisors

BSE: 533632|NSE: ONELIFECAP|ISIN: INE912L01015|SECTOR: Finance - Investments
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Directors Report Year End : Mar '16    Mar 15

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

Source : Dion Global Solutions Limited
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