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Onelife Capital Advisors Ltd.

BSE: 533632 Sector: Financials
NSE: ONELIFECAP ISIN Code: INE912L01015
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OPEN 14.96
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VOLUME 9692
52-Week high 25.09
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Mkt Cap.(Rs cr) 21
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OPEN 14.96
CLOSE 15.34
VOLUME 9692
52-Week high 25.09
52-Week low 5.55
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Onelife Capital Advisors Ltd. (ONELIFECAP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 13th Annual Report together with theAudited Financia Statements of your Company for the year ended 31st March2020.

1. Financial Performance:

The Financial performance of the Company for the year ended 31st March 2020is summarized below:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Current Year 2019-2020 Previous year 2018-2019 Current Year 2019-2020 Previous year 2018-2019
Revenue from Operations 345.00 210.07 697.51 831.06
Other Income 296.43 162.60 267.85 233.68
Total 641.43 372.67 965.35 1064.74
Expenditure
Purchase of stock in trade - 7.30 - 7.30
Employee Benefit Expenses 150.93 119.57 283.38 397.36
Depreciation & Amortization expenses 80.38 53.98 88.79 56.68
Finance costs 0.07 2.77 2.73 3.02
Other Expenses 404.07 185.03 745.30 602.18
Total 635.45 368.65 1120.20 1066.54
Profit / (Loss) from ordinary activities before exceptional items 5.98 4.02 (154.85) (1.80)
Exceptional items - - - -
Profit / (Loss) from ordinary activities before tax 5.98 4.02 (154.85) (1.80)
Tax Expense
Current Year Tax ' - (0.22) 5.06 8.10
Deferred Tax Credit 0.04 (2.69)
Earlier year 2.56 0.81 3.08 0.81
Profit after Tax 3.42 3.42 (163.03) (8.02)
Other Comprehensive income for the year (0.33) (2.25) (0.95) (2.51)
Total Comprehensive income for the year 3.09 1.17 (163.98) (10.53)
Reserves excluding revaluation reserve - 9556.09 7155.72 7897.80
Basic and Diluted Earnings per equity share (Rs.) 0.03 0.026 (122) (0.06)

Company's Performance:

During the financial year 2019-20 with the volatile stock market scenario yourCompany has earned the profit before tax on standalone basis of Rs. 5.98 Lakhs as comparedto the profits made in the previous year of Rs. 4.02 Lakhs. It is noteworthy that theprofits have increased during the year as compared to last year's profits even during thetime of pandemic. The Company is gradually consolidating its business and is trying toexplore new areas of expansion.

The consolidated loss before tax comes to Rs. 154.85 Lakhs as compared to Rs. 1.80Lakhs (loss) in the previous year. As the pandemic was started in the month of Februarythe months of February and March proved to be very difficult for the Company. A detailednote on the Company's operational and financial performance is given in ManagementDiscussion and Analysis (MDA) Report which is annexed to the Director's Report. The MDAreport has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI(LODR) 2015 with the BSE Ltd.

Financial Statements:

This Statement of standalone and consolidated financial results have been prepared inaccordance with Indian Accounting standards (Ind AS) prescribed under Section 133 of theCompanies Act 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules.2015 Companies (Indian Accounting standards) (Amendment) Rules 2016 and other accountingprinciples generally accepted in India.

2. Share Capital

The paid up equity share capital as on 31st March 2020 was Rs 1336 Lakhs.There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.

3. Acquisitions and Investments:

Acquisitions:

During the year under review Company had acquired 100% shareholding of SarsanSecurities Private Limited on July 25 2019. The Company had also acquired 85% of equityshare capital of Dealmoney Financial Services Private Limited and it on. July 25 2019

Merger:

During the year under review order of the NCLT was passed on July 18 2019 for mergingthe six wholly owned subsidiaries namely Onelife Gas Energy & Infrastructure LimitedGood Yield Fertilisers and Pesticides Private Limited Leadline Software and TradingPrivate Limited Onelife Ecopower and Engineering Ltd Goodyield Farming Limited PurpleIndia Holdings Limited with

Onelife Capital Advisors Limited. The Company acquired 100% shareholding of SarsanSecurities Private Limited on July 25 2019. The Company had also acquired 85% of equityshare capital of Dealmoney Financial Services Private Limited and it on. July 25 2019.Thus currently there are six subsidiaries namely Eyelid Infrastructure Private LimitedDealmoney Insurance Broking Private Limited Sarsan Securities Private Limited DealmoneyDistribution And Advisory Services Private Limited and Dealmoney Commodities PrivateLimited & Dealmoney Financial Services Private Limited.

Additionally the Petition for the Scheme of Amalgamation of Dealmoney SecuritiesPrivate Limited ('DSPL') with Dealmoney Commodities Private Limited (DCPL) was filed on 20November 2019 with NCLT Mumbai. The petition was admitted in the NCLT on 27 April 2020and the NCLT in its order had given the next hearing date of 25 June 2020 which wasfurther adjourned to 13 August 2020. However the matter was transferred to normal benchof NCLT before the hearing date and since then the matter has not come for hearing in thebench.

4. Dividend:

Your Directors do not recommend any dividend for the year 2019-20.

5. Transfer to Reserves:

Your Company does not propose to transfer any amount to the General Reserve.

6. Public Deposits:

During the financial year 2019-20 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.

7. 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.

8. Corporate Governance Report:

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time("Listing Regulations") the Management Discussion and Analysis Report onCorporate Governance and a Certificate by the Managing Director & Chief ExecutiveOfficer (CFO) confirming compliance by all the Board Members and Senior ManagementPersonnel with Company's Code of Conduct are made a part of the Annual Report

9. Board of Directors and Key Managerial Personnel:

Board's Composition and Independence

As on date the Board comprised of Two Executive Directors and Four Non-ExecutiveIndependent Directors.

Declaration of Independence

The Company has received necessary declarations from the Independent Directors statingthat they meet the prescribed criteria for independence.

Number of Meetings of the Board

There were five (5) meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.

Retirement by Rotation

Mr. TKP Naig Whole-time Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Appointment & Resignation

During the period under review the Company has re-appointed Mr. Ram Narayan Gupta asIndependent director of the Company by passing special resolution pursuant to theprovisions of Regulation 17(1A) of SEBI (LODR) Regulations 2015 in the 12th AnnualGeneral Meeting held on 26.12.2019 but due to pre-occupation Mr. Ram Narayan Gupta ceasedto be an independent director with effect from 1st January 2020.

The Company re-appointed Mr. Amol Autade as an Independent director of the Company bypassing special resolution and also passed a special resolution for continuation of Mr.TKP Naig as Whole Time Director of the Company who attained the age of 70 years in the 12thAnnual General Meeting held on 26.12.2019.

Mrs. Sonam Satish Kumar Jain was appointed as an independent director at the 8thAnnual General Meeting (AGM) held on 30th September 2015 for the FinancialYear 2014-15 for a period of five years. Based on the recommendation of the Nomination andRemuneration Committee their re-appointment for a second term of five consecutive yearsis proposed at the ensuing AGM for the approval of the Members by way of specialresolution.

Further Mr. Gurunath Mudlapur and Mr. Dhananjay Parikh were appointed on the board ofthe Company as Non- Executive Non-Independent Director and Non-Executive IndependentDirector respectively in the meeting of the Board held on 15th September 2020.Based on the recommendation of the Nomination and Remuneration Committee theirregularization/appointment is proposed at the ensuing AGM for the approval of the Membersby way of special resolution

Except this there were no changes in the composition of the Board of Directors duringthe year. 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

Due to resignation of Mr. Ram Narayan Gupta the Audit Committee was reconstitutedthrough circular resolution passed by the board of directors on January 30 2020 and theNomination and remuneration Committee and Stakeholders Relationship Committee werereconstituted through circular resolution passed by the board of directors on May 5 2020.

Details of Committee membership terms of reference of the Committees and attendance atmeetings of the Committees are provided in the Corporate Governance report.

10. 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.

11. Directors' Responsibility Statement:

Pursuant to Section 134(3) (c) of the Companies Act 2013 your Directors confirm:

a) that the applicable accounting standards have been followed in the preparation ofthe annual accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at March 31 2020 and of the profit of the Companyfor the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act to safeguard the assets ofthe Company and to prevent and detect fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis; and

e) that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively

12. Secretarial Standards

The Company complies with all applicable secretarial standards

13. Subsidiaries:

During the year under review on July 18 2019 the order of the NCLT was passed formerging the six wholly owned subsidiaries namely Onelife Gas Energy & InfrastructureLimited Good Yield Fertilisers and Pesticides Private Limited Leadline Software andTrading Private Limited Onelife Ecopower and Engineering Ltd Goodyield Farming LimitedPurple India Holdings Limited with Onelife Capital Advisors Limited. Thus as on 31stMarch 2020 the Company has six Subsidiaries namely:

1. Eyelid Infrastructure Private Limited (wholly owned subsidiary)

2. Dealmoney Insurance Broking Private Limited (wholly owned subsidiary)

3. Sarsan Securities Private Limited (wholly owned subsidiary)

4. Dealmoney Distribution And Advisory Services Private Limited (wholly ownedsubsidiary)

5. Dealmoney Commodities Private Limited (wholly owned subsidiary)

6. Dealmoney Financial Services Private Limited (Subsidiary)

Name of the Companies which have became/ceased to be Subsidiaries/Associates or JointVentures during the year

Pursuant to the order of the NCLT passed on July 18 2019 the six wholly ownedsubsidiaries namely Onelife Gas Energy & Infrastructure Limited Good YieldFertilisers and Pesticides Private Limited Leadline Software and Trading Private LimitedOnelife Ecopower and Engineering Ltd Good yield Farming Limited Purple India HoldingsLimited merged with Onelife Capital Advisors Limited thus ceasing to be the subsidiariesof Onelife Capital Advisors Limited.

The Company acquired 100% shareholding of Sarsan Securities Private Limited on July 252019 thus becoming the wholly owned subsidiary of the Company.

The Company had also acquired 85% of equity share capital of Dealmoney FinancialServices Private Limited and it on. July 25 2019.

Further Dealmoney Insurance Broking Private Limited became the wholly owned subsidiaryof the Company with effect from 17th September 2019 None of the Companiesceased/became Associates or Joint Ventures during the year.

The summary of the key financials of the Company's subsidiaries in Form AOC-1 isincluded in this Annual Report as Annexure- [1] to the board's report. Salientfeatures of financial statements of all subsidiaries of your Company is attached to theAccounts which forms part of Consolidated Financial Statements in compliance with Section129 and other applicable provisions if any of the Companies Act 2013.

Any member desirous of obtaining a soft copy of the aforesaid financial statements maywrite to the Company Secretary at cs@onelifecapital.in. The financial statements includingthe Consolidated Financial Statements financial statements of each Subsidiary have beenuploaded on the website of your Company i.e. www.onelifecapital.in.

14. 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 but due to the current pandemicsituation the mode of preference would be E-mail. You may write to the Company Secretaryon cs@onelifecapital.in and also the same are placed on the Company's websitewww.onelifecapital.in.

15. 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:

Pursuant to the order of the NCLT passed on July 18 2019 the six wholly ownedsubsidiaries namely Onelife Gas Energy & Infrastructure Limited Good YieldFertilisers and Pesticides Private Limited Leadline Software and Trading Private LimitedOnelife Ecopower and Engineering Ltd Goodyield Farming Limited Purple India HoldingsLimited merged with Onelife Capital Advisors Limited thus ceasing to be the subsidiariesof Onelife Capital Advisors Limited.

Except for the above there have been no other material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial year of the company to which the financial statements relate and the date ofthis report.

16. 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 [2]" 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.

17. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future NCLT videorder dated July 18 2019 has approved the Scheme of amalgamation filed for the merger ofsix Wholly Owned Subsidiaries namely Onelife Gas Energy & Infrastructure Limited GoodYield Fertilisers and Pesticides Private Limited Leadline Software and Trading PrivateLimited Onelife Ecopower and Engineering Ltd Goodyield Farming Limited Purple IndiaHoldings Limited with Onelife Capital Advisors Limited and the certified copy of the Orderapproving the said Scheme has been filed with the Registrar of Companies on September 172019. The appointed date of the said Scheme was April 1 2018.

Apart from the above there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

18. Auditors and Auditors' Report:

• Statutory Auditors

M/s. Khandelwal Jain & Co. (Firm Registration Number 105049W) was appointed asStatutory Auditors of your Company at the Annual General Meeting ("AGM") held on27th September 2017 for a term of four consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors wasrequired to be ratified by Members at every Annual General Meeting. Pursuant to theamendment in Section 139 of the Act vide Companies (Amendment) Act 2017 effective fromMay 7 2018; the requirement relating to ratification of appointment of Statutory Auditorsby the Members of the Company at every AGM has been dispensed with. Hence the appointmentof Auditors is not required to be ratified each year at the Annual General Meeting of theCompany and accordingly M/s. Khandelwal Jain & Co. Chartered Accountants (FirmRegistration Number 105049W) hold office for a consecutive period of four (4) years untilthe conclusion of the Annual General Meeting of the Company to be held for the financialyear 2020-21 without following the requirement of ratification of their appointment everyyear.

• Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable to the Companyfor the FY 20182019.

There were no qualifications reservations adverse remarks or disclaimers in thereport of statutory auditors of the Company.

• Secretarial Audit:

The listed entity and its unlisted material subsidiaries shall provide SecretarialAudit Report in Form No. MR-3 as required under Companies Act 2013 and the rules madethereunder for the purpose of compliance with Regulation 24A of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Hence pursuant to the provisions ofSection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company has appointed M/s. AjayKumar & Co. Practicing Company Secretary (Membership No. 3399 & Certificate ofPractice No. 2944) to conduct the Secretarial Audits of your Company. The SecretarialAudit Report of the Company is annexed herewith as "Annexure - [3]" to thisReport. The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks.

As per the requirements of the Listing Regulations Practicing Company Secretaries ofthe respective material subsidiaries of the Company have undertaken secretarial audits ofthese subsidiaries for the financial year 2019-20. The Audit Report confirms that thematerial subsidiaries have complied with the provisions of the Act Rules Regulations andGuidelines and that there were no deviations or non-compliances.

• Auditors' Report

There were no qualifications reservations adverse remarks or disclaimers in thereport of statutory auditors of the Company.

No frauds were reported by the auditors under Section 143 (12) of the Act.

1. 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[4]" to this Report.

2. Related Party Transactions:

During the financial year 2019-20 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 of theCompanies Act 2013 and the Rules issued thereunder and Listing Regulation 2015.

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-[5] to the Boards Report.

3. Loans and Investments:

Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are mentioned in detail in the FinancialStatements.

4. 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.

5. 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.

6. Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment at the work place and has adopteda policy on prevention prohibition and redressal of sexual harassment in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder for prevention and redressal of complaintsof sexual harassment at workplace. Summary of sexual harassment issues raised attended anddispensed during financial year 2020:

• No. of complaints received: 0

• No. of complaints disposed off: 0

• No. of cases pending for more than 90 days: Nil

7. 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 there are no foreign exchange earnings and outgo.

8. 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 andsame is subject to review periodically by the Board of Directors and M/s. G.S. Toshniwal& Associates Chartered accountants for its effectiveness. The control measuresadopted by the company have been found to be effective and adequate to the Company'srequirement.

9. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility are not applicable to the Company.

10. 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 its employees/Directors.

11. COVID-19 Impact

The COVID-19 pandemic continues to spread rapidly across the globe including India. TheCOVID- 19 outbreak was declared a global pandemic by the World Health Organization and hascaused social and economic disruption. The Indian government had announced nationwidelockdown in India. In this nation-wide lock-down period though all the services acrossthe nation were suspended (except the specified essential services) some establishmentsincluding securities market intermediaries could operate and were exempted from thelock-down. Accordingly your Company continued its operations through minimal staffworking at office premises and maximum employees working from home. This severely affectedthe business of the Company and operations were disrupted to a certain extent.

Some of the measures taken by the Company are as follows:

• Work from Home facility for employees was provided in advance beforeannouncement of lockdown without compromising any commitments

• No entry in Offices/Branches for external visitors

• The Company has taken variety of safety steps such as maintenance of socialdistancing sanitizing the office space on regular basis enforcing regular cleaning ofhands and wearing of masks

• We have access to almost all information through our network connected withservers and there has been no hampering in accessing the database.

• The Company has complied with all the applicable legal requirements whereverpossible during the lockdown period.

12. Cautionary Statement

Certain statements in the Directors' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include labour and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.

13. Appreciation:

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
Sd/-
T.K.P Naig
Chairman and Whole Time Director
DIN: 00716975
Registered Office:
Regd. Off: Plot No. A356 Road No. 26
Wagle Industrial Estate MIDC
Thane (West) - 400604 Maharashtra
CIN: L74140MH2007PLC173660
E-mail: cs@onelifecapital.in
Website: www.onelifecapital.in
Tel no.: 022-25833206
Place: Thane
Date: 12th November 2020

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