INDEPENDENT AUDITORS REPORT
TO THE MEMBERS OF
ONELIFE CAPITAL ADVISORS LIMITED
1. Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of ONELIFE CAPITALADVISORS LIMITED ("the Company") which comprises the Balance Sheet as atMarch 31 2016 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.
2. Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone <nancial statements that give a true and fair view of the <nancialposition <nancial performance and cash >ows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspeci<ed under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internal<nancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe <nancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
3. Auditors Responsibility
Our responsibility is to express an opinion on these standalone <nancial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our audit inaccordance with the Standards on Auditing speci<ed under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the <nancial statements are freefrom material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the <nancial statements. The procedures selected depend on theauditors judgment including the assessment of the risks of material misstatement ofthe <nancial statements whether due to fraud or error. In making those riskassessments the auditor considers internal <nancial control relevant to theCompanys preparation of the <nancial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Companys Director as well asevaluating the overall presentation of the <nancial statements.
We believe that the audit evidence we have obtained is suf<cient and appropriate toprovide a basis for our audit opinion on the standalone <nancial statements
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone <nancial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2016 and its pro<t and its cash >ows for the year ended on thatdate.
5. Emphasis of Matters
As mentioned in Note No. 27 to the standalone financial statements the Company haspassed special resolution through postal ballot with requisite majority which has beenannounced on 13th February 2016 whereby the objects of the balance IPO proceeds of Rs.2625 lacs has been changed as per the details given in the said note.
Our opinion is not modified in respect of this matter.
6. Report on Other Legal and Regulatory Requirements
A. As required by the Companies (Auditors Report) Order 2016 ("the Order")issued by the
Central Government of India in terms of sub section (11) of section 143 of the Act andon the basis of such checks of the books and records of the Company as we consideredappropriate and according to the information and explanations given to us we give in theAnnexure "A" statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applciable.
B. As required by Section 143 (3) of the Act we report that:
i. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.
ii. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
iii. The Balance Sheet the Statement of Pro<t and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.
iv. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
v. The matter described under the "Emphasis of Matters" paragraph above inour opinion may have an adverse impact on the functioning of the Company.
vi. On the basis of the written representations received from the directors as on March31 2016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164 (2) of theAct.
vii. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B".
viii. With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:
i. The Company has disclosed the impact if any of pending litigations as at March 312016 on its financial position in its standalone financial statements Refer noteno. 19 forming part of the notes to financial statements;
ii. As at March 31 2016 the Company did not have any outstanding long term contractsincluding derivative contracts as referred to Note No. 31 of the standalone financialstatements; and
iii. There was no amount required to be transferred to the Investor Education and
Protection Fund by the Company during the year.
For KHANDELWAL JAIN & CO.
Firm Registration No.: 105049W
(S. S. SHAH)
Membership No.: 33632
Date : August 13 2016
Annexure "A" to Independent Auditors Report
(Referred to in paragraph 6A under Report on Other Legal and RegulatoryRequirements section of our report of even date)
i. a. The Company has maintained proper records showing full particulars includingquantitative details and situations of Fixed Assets. b. The fixed assets were physicallyverified during the year by the Management in accordance with a regular programme ofverification which in our opinion provides for physical verification of all the fixedassets at reasonable intervals. According to the information and explanations given to usno material discrepancies were noticed on such verification. c. According to theinformation and explanations given to us and on the basis of our examination of therecords of the company the Company owns no immovable properties and hence reporting underparagraph 3(i)(c) of the said Order is not applicable.
ii. The Companys nature of operations does not require it to hold inventories.Accordingly clauses (ii)(a) to (ii)(c) of paragraph 3 of the Order are not applicable tothe Company.
iii. According to information and explanations given to us the Company has grantedunsecured loans to 2 companies covered in the register maintained under Section 189 of theAct. The Company has not granted any secured / unsecured loans to firms LLPs or otherparties covered in the register maintained under Section 189 of the Act.
a. In respect of the aforesaid loans the terms and conditions under which such loanswere granted are not prejudicial to the Companys interest.
b. The repayment terms are not stipulated as the loans are repayable on demand and theparties are regular in payment of interest. There is no outstanding as at the year end inrespect of one Company.
c. In respect of the above loan to one company whose loan is outstanding at the yearend there is no amount which is overdue for more than ninety days.
iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.
v. According to the information and explanations given to us the Company has notaccepted any deposits during the year from the public within the meaning of sections 73 to76 of the Act and the Rules framed there under.
vi. According to information and explanations given to us maintenance of cost recordsas prescribed by the Central Government under sub section (1) of section 148 of the Act isnot considered as the Company has not done any activity prescribed under the said section.
vii. a. According to the information and explanations given to us and records examinedby us the Company is generally regular in depositing undisputed statutory dues includingprovident fund employees state insurance income-tax sales-tax service tax dutyof customs duty of excise value added tax cess and any other material statutory duesas applicable to it with the appropriate authorities though there have been slight delayin few cases.
b. According to information and explanations given to us There were no undisputedamounts payable in respect of Provident Fund Employees State Insurance Income TaxSales Tax Service Tax Value Added Tax duty of Customs duty of Excise Cess and othermaterial statutory dues in arrears as at March 31 2016 for a period of more than sixmonths from the date they became payable. c. According to the records of the Company andthe information and explanations given to us there are no dues of income tax or sales taxor service tax or duty of customs or duty of excise or value added tax which have notbeen deposited as on March 31 2016 on account of any dispute.
viii. In our opinion and according to the information and explanations given to usthere are no loans or borrowings from financial institution or bank or Government and theCompany has not issued any debentures.
ix. The Company has not raised money by way of initial public offer or further publicoffer
(including debt instruments) during the year. In our opinion and according to theinformation and explanations given to us the term loans have been applied for the purposefor which they were obtained.
x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanation given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.
xi. In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi Companyand hence reporting under paragraph 3(xii) ofthe said Order is not applicable.
xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.
xiv. According to information and explanations given to us and based on our examinationof the records of the Company during the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.
xv. According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not entered into non-cashtransactions for acquisition of assets for consideration other than cash referred tosection 192 of the Act with its directors or persons connected with its directors.
xvi. The company is not required to be registered under section 45-IA of the ReserveBank of
India Act 1934.
For KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
S. S. SHAH
Membership No. 33632
Place: - Mumbai
Date : -August 13 2016
Annexure "B" to the Independent Auditors Report
(Referred to in paragraph 6B(g) under Report on Other Legal and RegulatoryRequirements section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 (the Act)
We have audited the internal financial controls over financial reporting of ONELIFECAPITAL ADVISORS LIMITED ("the Company") as of March 31 2016 in conjunctionwith our audit of the standlone financial statements of the Company for the year ended onthat date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Control over Financial Reportingissued by the Institute of Chartered Accountants of India (the Guidance Note).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.
Our responsibility is to express an opinion on the companys internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Standards on Auditing as specified under Section 143 (10) of the Act and theGuidance Note to the extent applicable to an audit of internal financial controls. Thosestandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate Internalfinancial controls over financial reporting were established and maintained and if suchcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors judgment including the assessment of the risks ofmaterial misstatement of the standlone financial statements whether due to fraud orerror.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A companys internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with the generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the companys assets that could have a material effect on thefinancial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note.
For KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
S. S. SHAH
Membership No. 33632
Date : August 13 2016