To the Members of Onelife Capital Advisors Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Onelife CapitalAdvisors Limited ("the Company") which comprise the Standalone BalanceSheet as at March 31 2020 the Standalone Statement of Profit and Loss (including othercomprehensive income) Standalone Statement of Changes in Equity and Standalone Statementof Cash Flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information(hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2020 and profit (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the standalone financial statements.
Emphasis of Matters
We draw attention to Note No. 48 to the accompanying Statement which describes theuncertainties relating to the COVID 19 pandemic outbreak.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. In addition to the matters described in the Emphasis ofMatter sections we have determined the matters described below to be the key auditmatters to be communicated in our report. For each matter below the description of howour audit addressed the matter is provided in the above context.
|Sr.No. Key Audit Matter description ||How to scope of our audit responded the key audit matter |
|1 Evaluation of Provision and Contingent Liabilities |
|As at the Balance Sheet date the Company has significant open litigation and other contingent liabilities as disclosed in Note No. 30. The assessment of the existence of the present legal or constructive obligation analysis of the probability or possibility of the related payment require the management to make judgement and estimates in relation to the issues of each matter. ||We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on Provisions Contingent Liabilities and Contingent Assets. |
|The management with the help of opinion and advise of its experts have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. ||We have also discussed with the management significant changes from prior periods and obtained a detailed understanding of these items and assumptions applied. |
|Due to the level of judgement relating to recognition valuation and presentation of provision and contingent liabilities this is considered to be a key audit matter. ||We have held regular meetings with the management and key legal personnel responsible for handling legal matters. |
| ||In addition we have reviewed: |
| || the details of the proceedings before the relevant authorities including communication from the advocates / experts; |
| || legal advises/opinions obtained by the management if any from experts in the field of law on the legal cases; |
| || status of each of the material matters as on the date of the balance sheet. |
|Sr. N Key Audit Matter description ||How to scope of our audit responded the key audit matter |
| ||We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the financial statements. |
|2 Assessment of carrying value of equity investments in subsidiaries || |
|As disclosed in Note No. 6 of the standalone financial statements the Company has investments in various subsidiaries of Rs. 3036.26 Lakhs. ||Our audit procedures included the following: |
|The said investments are carried at cost less allowance for impairment if any. The Company has also given advances for acquisition of strategic investments / business of Rs. 41.40 Lakhs as disclosed in Note No. 7. || We assessed that the methodology used by management to estimate the recoverable value of each investment in subsidiary is consistent with Ind AS. |
|The Management reviews regularly whether there are any indicators of impairment of the said investments by reference to the requirements under Ind AS 36. Also Refer Note No. 49 of the standalone financial statements with regard to investment in a subsidiary company namely Dealmoney Distribution and Advisory Services Private Limited. || We compared of the carrying values of the Company's investment in subsidiaries with their respective net asset values (based on the respective subsidiaries audited financial statements) and discussions with management about their performance and future outlook. |
| || Evaluating the methodologies used by the Company in projections used for valuations in particular those relating to the cash flows. We also assessed the historical accuracy of management's estimates and evaluated the business plans incorporated in the projections. |
|The Management carries out impairment assessment for each investment by: || We read and assessed the presentation and disclosure in the standalone financial statements. |
| Comparing the carrying value of each investment with the net worth of each company based on audited financials. || |
| Comparing the performance of the investee companies with projections used for valuations and approved business plans. || |
|The accounting for investment is a key audit matter as the impairment assessment and determination of the recoverable value involves significant management judgment and assumptions. || |
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the annualreport but does not include the standalone financial statements and our auditor's reportthereon. The annual report is expected to be made available to us after the date of thisauditor's report. Our opinion on the standalone financial statements does not cover theother information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. When we read the annual report if based on the work we haveperformed we conclude that there is a material misstatement therein we are required tocommunicate the matter to those charged with governance.
Responsibilities of Management for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein "Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.
2A As required by Section 143(3) of the Act based on our audit we report that:
(a) 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.
(b) 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.
(c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the relevant books of account.
(d) In our opinion the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164(2) of theAct.
(f) 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
(g) 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 information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at March 31 2020 onits financial position in its standalone financial statements - Refer Note No. 30 to thestandalone financial statements;
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts - Refer Note No. 39(a) to the standalone financial statements;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company - Refer Note No. 39(b) to thestandalone financial statements.
iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from November 08 2016 to December30 2016 have not been made in these standalone financial statements since they do notpertain to the financial year ended March 31 2020.
(B) With respect to the other matters to be included in the Auditors' Report inaccordance with the requirements of section 197(16):
In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act.
For KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
Membership No. 033632
Place: - Mumbai
Date : - July 31 2020
Annexure "A" to the Independent Auditors' Report
(Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements' section of our report of even date to the Members of Onelife CapitalAdvisors Limited on the standalone financial statements for the year ended March 31 2020)
i a The Company has maintained proper records showing full particulars includingquantitative details and situations of fixed assets.
b The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.
c According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company owns no immovable properties andhence reporting under paragraph 3(i)(c) of the said Order is not applicable.
ii The Company's nature of operations does not require it to hold inventories.Accordingly paragraph 3(ii) of the Order is not applicable to the Company.
iii According to information and explanations given to us the Company has grantedunsecured loans to five companies (of which two are subsidiary companies) covered in theregister maintained under Section 189 of the Act. The Company has not granted any secured/ unsecured loans to firms LLPs or other parties covered in the register maintained underSection 189 of the Act.
a In respect of the aforesaid loans the terms and conditions under which such loanswere granted are prima facie not prejudicial to the Company's interest. b The repaymentterms are not stipulated as the loans are repayable on demand and the parties are regularin payment of interest where applicable. There are no amount which is overdue for morethan 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 or any other provisions 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 applicable 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 Goods and Service tax duty ofcustoms Cess and any other material statutory dues as applicable to it with theappropriate authorities.
(b) According to information and explanations given to us there were no undisputedamounts payable in respect of Provident Fund Income Tax Goods and Service Tax duty ofCustoms Cess and other material statutory dues in arrears as at March 31 2020 for aperiod of more than six months from the date they became payable.
There were undisputed amounts payable in respect of Employees' State Insurance inarrears as at March 31 2020 for a period of more than six months from the date theybecame payable are as under:
|Name of the Statute ||Nature o the Dues ||Amount (Rs. in Lakhs ||Period to which the amount relates ||Due Date ||Date of Payment ||Remarks if any |
|Employees State Insurance Act 1948 ||Employees State Insurance ||0.11 (net of excess amount paid of Rs. 0.28 Lakhs) ||August 2019 ||15-09 2019 ||- ||- |
(c) According to the information and explanations given to us and the records of theCompany the dues of Income tax Sales tax Service tax Goods and Service tax duty ofCustoms duty of Excise Value added tax which have not been deposited on account of anydispute amount involved and the forum where dispute is pending are as under:
| || || || || || |
(Rs. in Lakhs)
|Name of the Statute ||Nature o the Dues ||Amount Involved * ||Amount Paid Under Protest ||Period to which the amount relates ||Forum where Dispute is pending |
| ||Service Tax ||163.34 || ||Financial Year 2011-12 || |
|Finance Act 1994 (Service Tax) ||(Cenvat Credit) ||8.58 ||86.25 ||Financial Year 2014-15 ||Central Board of Indirect Taxes & Customs Appellate Tribunal (West Zone Branch) Mumbai. |
| ||Service Tax (Penalty) ||163.34 || ||Financial Year 2011-12 || |
| || ||0.86 || ||Financial Year 2014-15 || |
|Income Tax Act 1961 ||Income Tax ||652.14 ||- ||AY 2012-13 ||Commissioner of Income Tax (Appeals) |
* Interest amount at applicable rate is not quantified and not included above.
viii In our opinion and according to the information and explanations given to us thereare no loans or borrowings from financial institution or bank or Government and theCompany has not issued any debentures.
ix The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) or term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable to the Company.
x During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us we have neither come across any instanceof material fraud by the Company or on the Company by its officers or employees noticedor reported during the year nor have we been informed of any such case by the management.
xi According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.
xii In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.
xiii According to the information and explanations given to us and based on ourexamination of the records of the Company Company's transactions with its related partiesare in compliance with Sections 177 and 188 of the Act where applicable and details ofsuch transactions have been disclosed in the standalone financial statements as requiredby the applicable accounting standards.
xiv According to information and explanations given to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.
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 to insection 192 of the Act with its directors or persons connected with them.
xvi According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3 (xvi) of the Order is not applicable to the Company.
For KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
Membership No. 033632
Place: - Mumbai
Date : - July 31 2020
Annexure "B" to the Independent Auditors' Report
(Referred to in paragraph 2A(f) under Report on Other Legal and RegulatoryRequirements' section of our report of even date to the Members of Onelife CapitalAdvisors Limited on the standalone financial statements for the year ended March 31 2020)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 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 2020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
The Company's 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to the standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on auditof Internal Financial Controls over Financial Reporting ("the Guidance Note")issued by the Institute of Chartered Accountants of India ("ICAI") and theStandards on Auditing as specified under Section 143 (10) of the Act to the extentapplicable to an audit of internal financial controls. Those standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining 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 auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone 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 Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting with reference to thestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with the generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting with reference to the standalone financial statements including the possibilityof collusion or improper management override of controls material misstatements due toerror or fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls over financial reporting with reference to the standalonefinancial statements to future periods are subject to the risk that the internal financialcontrol over financial reporting with reference to the standalone financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlsover financial reporting with reference to these standalone financial statements and suchinternal financial controls over financial reporting with reference to these standalonefinancial statements were operating effectively as at March 31 2020 based on thecriteria for internal control over financial reporting established by the Companyconsidering the essential components of internal controls stated in the Guidance Noteissued by ICAI.
For KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
Membership No. 033632
Place: - Mumbai
Date : - July 31 2020.