Your Directors are please to present Ninth Annual Report together with the AuditedFinancial 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 2016is summarized below:
| ||(Rs. in Lakhs) |
|Particulars ||Current Year ||Previous Year |
| ||2015-16 ||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 ||0.003 ||0.08 |
|share (Rs.) || || |
The paid up equity share capital as on 31st March 2016 was 1336 Lakh. Therewas no public issue rights issue bonus issue or preferential issue etc. during theyear. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
During the financial year 2015-16 your companys profit after tax was Rs 0.38 Lakhas compared to Rs. 10.38 Lakh in corresponding period of last year. The total revenueamount during the year is Rs. 209.50 Lakh as against the previous year Rs. 367.24 Lakh.
On a consolidated basis our total revenue is Rs. 360.02 Lakh in current year asagainst 1028.16 Lakh in the previous year. There was a loss of Rs. 624.69 Lakh as againstthe profit of Rs. 76.93 Lakh in previous year.
The Consolidated Financial Statements ("CFS") of your Company for theFinancial Year 2015-2016 are prepared in compliance with applicable provisions of theCompanies Act 2013 Accounting Standards and Listing Regulation 2015 as prescribed by theSecurities and Exchange Board of India (SEBI). The CFS has been prepared on the basis ofaudited financial statements of the Company its Subsidiary Companies as approved bytheir respective Board of Directors.
2. Acquisitions and Investments
The Company by way of postal ballot notice dated 11th December 2015 hasagain changed the IPO object which was approved by the members of the Company and theresults of which were declared on 13th February 2016. Upon such alterationthe Company unutilized IPO proceeds of Rs. 2430 Lakh be used for Strategic Investmentseither directly or indirectly or by/through subsidiaries or Associates by way ofacquiring the controlling stake including but not limited to takeover merger de-mergerand /or acquisition and other matter incidental thereto or any combination thereof and atsuch cost and expenses directly or indirectly for payments including payment ofoutstanding debts and working capital of such entities as the Board of Directors of theCompany deems fit and Rs. 195 Lakh be used for the renovation/addition in the Premiseswhere Companys 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 hasacquired the Destimoney Distribution and Advisory Services Private Limited("DDASPL"). PIHL is in process of acquiring the other group Companies i.e.Destimoney Securities Private Limited ("DSPL") Destimoney Commodities PrivateLimited ("DCPL") and Sarsan Securities P Ltd. ("SARSAN") belonging tothe "Destimoney Group" which is engaged in the business of financial productsadvisory research share broking commodities broking etc. Further our Company hasacquired the 100% Equity shareholding of M/s. Eyelid Infrastructure Private Limited andmade it the wholly owned Subsidiary Company of our Company.
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.0.38Lakh 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 themeaning 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 ofaffairs of the Company are covered in the Management Discussion and Analysis Report. TheManagement Discussion and Analysis forms an integral part of this Report.
7. Corporate Governance Report:
Your Company believes in adopting best practices of corporate governance. Corporategovernance principles are enshrined in the Spirit of our Company. These guiding principlesare also articulated through the Companys code of business conduct and corporategovernance guidelines.
As per Regulation 34 of the Listing Regulations 2015 separate report on CorporateGovernance along with a certificate from the Practicing Company Secretary is integral partof this report.
8. Board of Directors and Key Managerial Personnel:
Boards Composition and Independence
As on March 31 2016 the Board comprised of Two Executive Directors and FourNon-Executive Independent Directors.
Declaration of Independence
Definition of Independence of Directors is derived from Regulation 16 ofthe Listing Regulations and Section 149(6) of the Companies Act 2013. The Company hasreceived necessary declarations from the Independent Directors stating that they meet theprescribed criteria for independence.
Number of Meetings of the Board
There were nine meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.
Retirement by Rotation
Mr. T.K.P. Naig Director retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.
Appointment & Resignation
Mr. Dhananjay Chandrakant Parikh Non-Executive Director has resigned from theDirectorship of the Company w.e.f. 13th February 2016.
The Board has approved the appointment of Mr. Pavan Vyas as the Company Secretary andCompliance Officer of the Company on its Board Meeting held on 14th August2015. The Board has approved the resignation of the Mr. Pavan Vyas as the CompanySecretary 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 Companys 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 atmeetings 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 Boardof its own performance and that of its Committees and individual directors is given in theCorporate 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 31stMarch 2016 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same; (b) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at 31st March 2016 and of theprofit and loss of the Company for the financial year ended 31st March 2016; (c) properand sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) theannual accounts have been prepared on a going concern basis; (e) properinternal financial controls laid down by the Directors were followed by the Company andthat 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 lawswere in place and that such systems were adequate and operating effectively.
The Company is having three Subsidiaries i.e. Onelife Gas Energy & InfrastructureLimited Purple India Holdings Limited (Wholly owned Subsidiary) and Eyelid InfrastructurePrivate Limited (Wholly owned Subsidiary). Also Company is having three step downsubsidiary i.e. Goodyield Farming Limited & Good Yield Fertilizers and PesticidesPrivate Limited and Destimoney Distribution and Advisory Services Private Limited.
The summary of the key financials of the Companys subsidiaries in Form AOC 1is included in this Annual Report. salient features of financial statements of allsubsidiaries of your Company is attached to the Accounts which form part of CFS incompliance with Section 129 and other applicable provisions if any of the Companies Act2013.
Any member desirous of obtaining a copy of the aforesaid financial statements may writeto the Company Secretary at the Registered Office of the Company. The financial statementsincluding the Consolidated Financial Statements financial statements of each Subsidiaryand all other documents required to be attached to this report have been uploaded on thewebsite of your Company i.e. www.onelifecapital.in.
12. Statutory Disclosures:
The financial statements of each subsidiary companies is kept for inspection by anymember of the Company at its Registered Office during business hours on all days exceptSaturdays 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 theCompanys website www.onelifecapital.in .
13. Material changes and commitments if any affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:
There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of this report.
14. Disclosure relating to remuneration of Directors key managerial personnel andparticulars of employees:
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in "Annexure [A]" to thisReport and is available on the website of your Company i.e. www.onelifecapital.in. Aphysical copy of the same will be made available to any shareholder on request.
The salient aspects covered in the Nomination and Remuneration Policy covering thepolicy on appointment and remuneration of Directors and other matters have been outlinedin 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 atthe Annual General Meeting held on 29th September 2014 for a term of threeconsecutive years. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. During the year under review there wereno frauds reported by the auditors to the Audit Committee or the Board under section143(12) of the Companies Act 2013.
16. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. Vijay S. Tiwari & Associates Practicing Company Secretary toconduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexedherewith as "Annexure - [B]" to this Report. The Secretarial Audit Reportdoes 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 inaccordance 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 withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms length basis and in accordance with the provisions ofthe Companies Act 2013 and the Rules issued thereunder and Listing Regulation 2015.
During the financial year 2015-16 The Board of Directors at its Board Meeting held on6th August 2015 had approved the Related Party Transaction for acquiringpremises at a price of Rs. 900 Lakh by way of acquisition of 100% Equity shareholding ofM/s. Eyelid Infrastructure Private Limited for its Registered Office or any other purposeas the Board of Directors may think fit in its absolute discretion. The members at theAnnual General Meeting held on 30th September 2015 has approve the same asSpecial Resolution as required under Section 188 and other applicable provisions of theCompanies Act 2013 and the rules made thereunder 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 AnnualReport.
Particulars of contracts or arrangements with Related parties as required Section 188of 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 isset out as "Annexure [D]" to the Boards Report.
19. Loans and Investments:
Information regarding loans guarantees and investments covered under the provisions ofsection 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 theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the Corporate GovernanceReport.
There are no risks which in the opinion of the Board threaten the existence of yourCompany. However some of the risks which may pose challenges are set out in theManagement 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 businessconduct. 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 theCompanies Act 2013 and Regulation 22 of the Listing Regulation 2015. The policy providesfor a framework and process whereby concerns can be raised by its directors and employeesagainst any kind of discrimination harassment victimization or any other unfair practicebeing adopted against them. More details on the Whistle Blower Policy & VigilMechanism of your Company have been outlined in the Corporate Governance Report whichforms part of this report.
22. Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made there under during the year nocomplaints or allegations of sexual harassment were filed with the Company.
23. Conservation of energy technology absorption and foreign exchange Earnings andoutgo
The Company being engaged in the Advisory Services does not have any energy utilizationor technology absorption. The Company during the year under review has not earned or spentany foreign exchange.
24. Internal Control System
The Board ensures the effectiveness of the Companys system of internal controlsincluding financial operational and compliance control and risk management controls.
M/s. G.S. Toshniwal & Associates Chartered accountants who have been reappointedas Internal Auditors for the financial year 2016-2017.
25. General a) Your Company has not issued equity shares with differential rightsas 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 theRegistrar & Share
Transfer Agent of your Company:
The Securities and Exchange Board of India ("SEBI") had vide its Ex-Parte AdInterim Order No. WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016 inter aliaadvised clients of Sharepro Services (India) Private Limited ("Sharepro") tocarry out/ switchover their activities related to registrar to an issue and share transferagent either in-house or through another registrar to an issue and share transfer agentregistered with SEBI.
The Board of Director vide resolution passed in the Board Meeting held on 30thMay 2016 has appointed Karvy Computershare Private Limited as Registrar and ShareTransfer Agent of the Company with effective from 1st July 2016.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year. Your Directors sincerely convey their appreciation tocustomers shareholders vendors bankers business associates regulatory and governmentauthorities for their continued support.
| ||For and on behalf of the Board |
| ||ONELIFE 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: firstname.lastname@example.org || |
|Website: www.onelifecapital.in || |
|Place: Mumbai || |
|Date: 13th August 2016 || |