Your Directors are please to present Tenth Annual Report together with the AuditedFinancial Statements of your Company for the year ended 31st March 2017.
1. Financial Performance:
The Financial performance of the Company for the year ended 31st March 2017 issummarized below:
(Rs. in Lakhs)
|Particulars ||Current Year ||Previous Year |
| ||2016-2017 ||2015-2016 |
|Revenue from Operation ||36.71 ||1.10 |
|Other Income ||34.18 ||208.40 |
|Total ||70.89 ||209.50 |
|Expenditure || || |
|Employee Benefit Expenses ||47.27 ||52.88 |
|Depreciation & Amortization expenses ||168.68 ||54.60 |
|Other Expenses ||82.40 ||87.29 |
|Total ||298.35 ||194.77 |
|Profit / (Loss) from ordinary activities before finance costs and exceptional items ||(227.46) ||14.73 |
|Finance costs ||5.04 ||14.24 |
|Profit / (Loss) from ordinary activities after finance costs but before exceptional items ||(232.50) ||0.49 |
|Exceptional items ||16.80 ||- |
|Profit / (Loss) from ordinary activities before tax ||(249.30) ||0.49 |
|Tax Expense || || |
|1. Current Year Tax ||- ||0.11 |
|Profit after Tax ||(249.30) ||0.38 |
|Basic and Diluted Earnings per equity share (Rs.) ||(1.87) ||0.003 |
The paid up equity share capital as on 31st March 2017 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 2016-2017 your company incurred the losses amounting to Rs.249.30 Lakh as compared to profit of Rs. 0.38 Lakh in corresponding period of last year.The total revenue amount during the year is Rs. 70.89 Lakh as against the previous yearRs. 209.50 Lakh.
During the year Company has changed the Depreciation method from Written Down Value("WDV") to Straight Line Method ("SLM").
On a consolidated basis the revenue is Rs. 786.05 Lakh in current year as against360.02 Lakh in the previous year. There was a loss of Rs. 405.88 Lakh as against the lossof Rs. 624.69 Lakh in previous year.
The Consolidated Financial Statements ("CFS") of your Company for theFinancial Year 2016-2017 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 has acquired M/s. Destimoney Commodities Private Limited ("DCPL")through its wholly owned subsidiary Company i.e. M/s. Purple India Holdings Limited("PIHL") by acquiring 1100000 fully paid up Equity shares of Rs. 10 each (i.e.100% Equity shares) for a consideration of Rs. 525 Lakhs and thereby making DCPL as stepdown subsidiary of the Company.
Further the Board at its Board Meeting held on 11th August 2017 hasproposed to acquire the 100% shareholding Leadline Software and Trading Private Limitedand Onelife Ecopower & Engineering Limited subject to approvals of shareholders.
Your Directors do not recommend any dividend for the year 2016-2017.
4. Transfer to Reserves:
Your Company proposes to transfer Rs. Nil to the general reserve. Loss amounting to Rs.249.30 Lakh is proposed to be retained in the Statement of Profit and Loss.
5. Public Deposits:
During the financial year 2016-2017 your Company has not accepted any deposit withinthe 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 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 Company's code of business conduct and corporategovernance guidelines.
As per Regulation 34 of the Listing Regulations 2015 separate report on CorporateGovernance along with Certificate from the Practicing Company Secretary is integral partof this report.
8. Board of Directors and Key Managerial Personnel:
Board's Composition and Independence
As on March 31 2017 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 of theListing 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 five meetings of the Board held during the year. Detailed information isgiven in the Corporate
Retirement by Rotation
Mr. Pandoo Naig Director retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.
Appointment & Resignation
There were no changes in the composition of the Board of Directors during the year.
The Board has approved the resignation of the Mr. Mulraj Shah as the Chief FinancialOfficer of the Company on 11th August 2017.
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 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 2017 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and ofthe profit and loss of the Company for the financial year ended 31st March 2017;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and (f) had devised proper systems to ensure compliance with the provisionsof all applicable laws were in place and that such systems were adequate and operatingeffectively.
The Company is having five wholly owned Subsidiaries i.e. Onelife Gas Energy &Infrastructure Limited Purple India Holdings Limited Eyelid Infrastructure PrivateLimited Goodyield Farming Limited and Good Yield Fertilizers And Pesticides PrivateLimited. Also Company is having two step down subsidiary i.e. Destimoney Distribution andAdvisory Services Private Limited and Destimoney Commodities Private Limited.
The summary of the key financials of the Company's subsidiaries in Form AOC-1 isincluded in this Annual Report. salient features of financialstatements 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 statementsstatements of each Subsidiary and all other documents required to be attached to thisreport have been uploaded on the website 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 theCompany's website www.onelifecapital.in .
13. Material changes and commitments if any affecting the financial position ofthe company which has occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report:
There have been no other material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financialstatements 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 [B]" 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 ("AGM") held on 29th September 2014 for aterm of three consecutive years. As per the provisions of Section 139 of the CompaniesAct 2013 the appointment of Auditors is required to be ratified by Members at everyAnnual General Meeting. However the term of auditor will expire on ensuing AGM andtherefore the Board recommended to appoint M/s. Khandelwal Jain & Co as the StatutoryAuditors of the Company to hold office from the conclusion of this 10th AnnualGeneral Meeting till the conclusion of the 14th Annual General Meeting to be held in 2021(subject to ratification of their appointment by the Members of the Company at everysubsequent Annual General Meeting).
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.
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. Ajay Kumar & Co. Practicing Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- [C]" to this Report. The Secretarial Audit Report does not contain anyqualification 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[D]" to this Report.
18. Related Party Transactions:
During the financial year 2016-2017 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification DefinitionsDetails) Rules 2014 which were in the of ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 and the Rules issued thereunder and Listing Regulation 2015.
During the financial year 2016-2017 The members at the Annual General Meeting heldon30 th September 2016 has passed the Ordinary Resolution as required underSection 188 and other applicable provisions of the Companies Act 2013 and the rules madethereunder for acquiring the 100% shareholding of Subsidiary and Step Down SubsidiaryCompanies and thereby making it wholly owned subsidiaries.
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 Section134 (3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 is set out as "Annexure E" 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.
During the year under review The Company has spent Rs. 3.59 Lakhs; however the Companyhas not earned any foreign exchange.
24. Internal Control System:
The Board ensures the effectiveness of the Company's system of internal controlsincluding financial operational and compliance control and risk management controls. M/s.G.S. Toshniwal & Associates Chartered accountants who have been re-appointed asInternal Auditors for the financial year 2017-2018.
25. Corporate Social Responsibility:
The provision of Corporate Social Responsibility is not applicable to the Company. 26. General:a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and b) Your Company does not have any ESOP scheme for itsemployees/Directors.
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 to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
For and on behalf of the Board
ONELIFE CAPITAL ADVISORS LIMITED
DIN No. 00716975
307 Raut Lane Opp. ISKCON
Vile Parel (W) Mumbai 400 049
Date: 11th August 2017