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Onelife Capital Advisors Ltd.

BSE: 533632 Sector: Financials
NSE: ONELIFECAP ISIN Code: INE912L01015
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VOLUME 220
52-Week high 8.79
52-Week low 4.54
P/E 175.00
Mkt Cap.(Rs cr) 7
Buy Price 5.25
Buy Qty 200.00
Sell Price 5.76
Sell Qty 176.00
OPEN 5.49
CLOSE 5.25
VOLUME 220
52-Week high 8.79
52-Week low 4.54
P/E 175.00
Mkt Cap.(Rs cr) 7
Buy Price 5.25
Buy Qty 200.00
Sell Price 5.76
Sell Qty 176.00

Onelife Capital Advisors Ltd. (ONELIFECAP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 12th Annual Report together with theAudited Financial Statements of your Company for the year ended 31st March2019.

1. Financial Performance:

The Financial performance of the Company for the year ended 31st March 2019is summarized below:

( . In Lakhs)

Particulars Standalone Consolidated
Current Year Previous year Current Year Previous
2018-2019 2017-2018 2018-2019 year
2017-2018
Revenue from Operations 210.07 220.63 831.06 575.10
Other Income 162.60 148.56 233.68 167.03
Total 372.67 369.19 1064.74 742.13
Expenditure
Purchase of stock in trade 7.30 6.94 7.30 6.94
Employee Benefit Expenses 119.57 89.50 397.36 199.78
Depreciation & Amortization expenses 53.98 50.24 56.68 52.70
Finance costs 2.77 4.30 3.02 4.92
Other Expenses 185.04 209.24 602.18 470.32
Total 368.66 360.22 1066.54 729.74
Profit / (Loss) from ordinary activities before exceptional items 4.01 8.97 (1.80) 12.39
Exceptional items 0.00 0.00 0.00 0.00
Profit / (Loss) from ordinary activities before tax 4.01 8.97 (1.80) 7.47
Tax Expense
Current Year Tax (0.22) 1.37 8.10 4.95
Deferred Tax Credit 0.00 0.00 (2.69) (2.40)
Earlier year 0.81 0.00
Profit after Tax 3.42 7.60 (8.02) 4.92
Other Comprehensive income for the year (2.25) 1.40 (2.51) 2.09
Total Comprehensive income for the year 1.17 9.00 (10.53) 7.01
Reserves excluding revaluation reserve 9556.09 9554.92 7897.80 7913.01
Basic and Diluted Earnings per equity share (Rs.) 0.026 0.057 (0.08) 0.04

Company’s Performance:

During the financial year 2018-19 your Company has earned the profit before tax of Rs.3.42 Lakhs as compared to the profits made in the previous year of Rs. 7.60 Lakhs. As thenumber of employees has increased the remeasurement of defined benefit plans whichincludes gratuity payments to employees the profit for the year has decreased to 7.73lakhs as compared to previous year’s profit of 10.28 lakhs. The total income duringthe year has increased to Rs. 247.36 Lakhs as against the previous year Rs. 216.58 Lakhswhich is noteworthy.

On a Consolidated basis the total income is Rs. 1064.74 Lakhs in current year asagainst Rs. 742.13 Lakhs in the previous year. The performance of your Company marked animpressive improvement during the year under review despite the competitive ecosystem andmarket volatility. This characterizes a year-on-year upswing trend in your company’sperformance. Your Company has always maintained its policy to retain talent and also tohone the skills of its employees for deliverance of their capabilities and creativity tocontribute to their workplace and your Company at large. Your Company gives weightage tohome grown talent and spots achievers for grooming them for a succession plan in yourCompany. The number of employees of your Company has increased at large and that alsoincreased the amount spent on employee benefit expensed which in turn caused losses forthe year. There is a loss of Rs. 10.53

Lakhs as against the profit of Rs. 7.01 Lakhs in previous year due to a huge amountspent for employee benefit expenses.

Financial Statements:

Subsequent to the approval of standalone and consolidated financial results for theyear ended March 31 2019 by the Board of Directors at its meeting held on May 29 2019but before adoption of accounts in the Annual General Meeting the National Company LawTribunal (NCLT) vide its order dated July 18 2019 has approved the Scheme ofAmalgamation of One life Gas Energy & Infrastructure Limited (“OGEIL" or"transferor Company-1") Good Yield Fertilisers and Pesticides Private Limited(“GFPPL" or "transferor Company-2") Leadline Software and TradingPrivate Limited (“LSTPL" or "transferor Company-3") One life Ecopower& Engineering Limited (“OEEL" or "transferor Company-4")Goodyield Farming Limited (“GFL" or "transferor Company-5") and PurpleIndia Holdings Limited (“PIHL" or "transferor Company-6") whollyowned subsidiaries with the Company ("transferee Company") and the certifiedcopy of the Order received on August 27 2019 approving the said Scheme has been filedwith the Registrar of Companies on September 17 2019. The appointed date of the saidScheme was April 1 2018. Accordingly the Company has restated the earlier issuedstandalone and consolidated financial results by giving necessary effect of the aforesaidScheme for each quarter / year presented. Pursuant to the Scheme and Appendix C to the IndAS 103 Business Combination the said merger has been accounted using the pooling ofinterest method and accordingly the Company has recorded all assets liabilities andreserves (including negative balance reserves. if any) pertaining to the transferorCompanies at their respective book values. Further as required by the Scheme thedifference between the investment in the financial statements of the Transferee Company inthe Transferor Companies and the amount of paid up share capital of the TransferorCompanies respectively has been transferred to “Common Control Transactions CapitalReserve".

The Restated Consolidated Financial Statements of the Company for the Financial Year2018-2019 are prepared in compliance with applicable provisions of the Companies Act2013 Accounting Standards and Securities and Exchange Board of India (LODR) Regulations2015.

The Consolidated Financial Statements have been prepared on the basis of auditedfinancial statements of the Company its Subsidiary Companies as approved by theirrespective Board of Directors.

Indian Accounting Standards:

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 2019 was 1336 Lakhs. 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.

3. Acquisitions and Investments: Acquisitions:

During the year under review Company had acquired the 100% shareholding of DealmoneyInsurance Broking Private Limited on 17th September 2018 for a considerationof Rs. 10000000 thereby making it as Wholly Owned Subsidiary of the Company.

Merger:

The Board at its Meeting held on 17th September 2018 the board membersapproved the Merger of its Wholly Owned Subsidiaries namely Onelife Gas Energy &Infrastructure Limited Good Yield Fertilisers and Pesticides Private Limited LeadlineSoftware and Trading Private Limited Onelife Ecopower and Engineering Ltd GoodyieldFarming Limited Purple India Holdings Limited with Onelife Capital Advisors Limited. Thismerger would will thus eliminate a multi-layered structure and reduce managerial overlapswhich are necessarily involved in running multiple entities and also prevent costduplication that can erode financial efficiencies of a holding structure and the resultantoperations would be substantially cost-efficient.

Subsequently NCLT vide order dated July 18 2019 has approved the Scheme ofamalgamation and the certified copy of the Order approving the said Scheme has been filedwith the Registrar of Companies on September 17 2019.The appointed date of the saidScheme was April 1 2018.

Companies on September 17 2019.The appointed date of the said Scheme was April 12018.

4. Dividend:

Your Directors do not recommend any dividend for the year 2018-19.

5. Transfer to Reserves:

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

6. Public Deposits:

During the financial year 2018-19 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 31st March 2019 the Board comprised of Two Executive Directors andThree Non-Executive Independent 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 six (6) meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.

Retirement by Rotation

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

Appointment & Resignation

During the period under review due to pre-occupation Mr. Mahendra Salunkhe (DIN:03425778) ceased to be an independent director with effect from 13th June2018.

Ms. Priyanka Rawat resigned with effect from 17th May 2018 from the post ofCompany Secretary & Compliance Officer and Ms. Aditi Mahamunkar was appointed asCompany Secretary & Compliance Officer with effect from 25th July 2018.

Mr. Ram Narayan Gupta (DIN: 01130155) and Mr. Amol Autade (DIN: 06788961) wereappointed as an independent directors at the Annual General Meeting (AGM) held on 29thSeptember 2014 for the Financial Year 2013-14 for a period of five years. Based on therecommendation of the Nomination and Remuneration Committee their re-appointment for asecond term of five consecutive years is proposed at the ensuing AGM for the approval ofthe Members by way of special resolution.

Further as per the Section 196(3)(a) of the Companies Act 2013 approval forcontinuation of office by Mr. Prabhakara Naig (DIN: 00716975) as a Whole-time Director ofthe Company upon attaining the age of 70 years during his term of appointment is proposedby the Company at the ensuing Annual General Meeting

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. Mahendra Salunkhe the committees were reconstituted andapproved in the board meeting held on 25th July 2018.

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 of theannual 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 2019 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:

As on 31st March 2019 the Company has eight wholly owned Subsidiariesnamely:

i. Onelife Gas Energy & Infrastructure Limited

ii. Purple India Holdings Limited

iii. Eyelid Infrastructure Private Limited

iv. Goodyield Farming Limited

v. Good Yield Fertilizers and Pesticides Private Limited

vi. Leadline Software and Trading Private Limited

vii. Onelife Ecopower and Engineering Limited

viii. Dealmoney Insurance Broking Private Limited.

And two step down subsidiaries namely:

i. Dealmoney Distribution and Advisory Services Private Limited (Subsidiary of PurpleIndia Holdings Limited)

ii. Dealmoney Commodities Private Limited ((Subsidiary of Purple India HoldingsLimited))\ On July 18 2019 the order of the NCLT was passed for merging the six whollyowned subsidiaries 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 with Onelife Capital Advisors Limited. Thus as on date the list of wholly ownedsubsidiaries would be:

i. Eyelid Infrastructure Private Limited

iii. Dealmoney Insurance Broking Private Limited.

iv. Dealmoney Distribution and Advisory Services Private Limited

v. Dealmoney Commodities Private Limited

Name of the Companies which have became / ceased to be Subsidiaries / Associates orJoint Ventures during the year

Dealmoney Insurance Broking Private Limited became the wholly owned subsidiary of theCompany with effect from 17th September 2019.

None of the Companies ceased to be Subsidiaries / Associates or Joint Ventures duringthe 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 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 Subsidiaryhave been uploaded 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. The same are placed on theCompany’s website www.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:

The Board at its Meeting held on 17th September 2018 the board membersapproved the Merger of six Wholly Owned Subsidiaries namely Onelife Gas Energy &Infrastructure Limited Good Yield Fertilisers and Pesticides Private Limited LeadlineSoftware and Trading Private Limited Onelife Ecopower and Engineering Ltd GoodyieldFarming Limited Purple India Holdings Limited with Onelife Capital Advisors Limited. Thismerger would will thus eliminate a multi-layered structure and reduce managerial overlapswhich are necessarily involved in running multiple entities and also prevent costduplication that can erode financial efficiencies of a holding structure and the resultantoperations would be substantially cost-efficient.

The Company had successfully submitted the application for merger with the NationalCompany Law Tribunal (NCLT) on 13th November 2018. The court convened meetingwas held on 20th May 2019 in which the scheme was approved unanimously. Thepetition along with the affidavits was filed on 12th June 2019 for approvingthe scheme of amalgamation of the wholly owned subsidiaries with the holding Company.Subsequently NCLT vide order dated July 18 2019 has approved the Scheme ofamalgamation and the certified copy of the Order approving the said Scheme has been filedwith the Registrar of Companies on September 17 2019. The forms are yet to be approved bythe Registrar of Companies but the scheme stands effective. The appointed date of the saidScheme was April 1 2018.

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 this Reportand is available on the website of your Company i.e. www.onelifecapital.in. A physicalcopy 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 vide order dated July 18 2019 has approved the Scheme of amalgamation filed forthe merger of of six Wholly Owned Subsidiaries namely Onelife Gas Energy &Infrastructure Limited Good Yield Fertilisers and Pesticides Private Limited LeadlineSoftware and Trading Private Limited Onelife Ecopower and Engineering Ltd GoodyieldFarming Limited Purple India Holdings Limited with Onelife Capital Advisors Limited andthe certified copy of the Order approving the said Scheme has been filed with theRegistrar of Companies on September 17 2019. The forms are yet to be approved by theRegistrar of Companies but the scheme stands effective. The appointed date of the saidScheme 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 Auditors bythe Members of the Company at every AGM has been dispensed with. Hence the appointment ofAuditors 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 2018-2019.

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 FY19. The Audit Report confirms that the material subsidiaries havecomplied with the provisions of the Act Rules Regulations and Guidelines and that therewere 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 2018-19 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. Thedetails of the Related Party Transactions as required under Accounting Standard - 18 areset 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) Rules2014 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 FY19: 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. Cautionary Statement

Certain statements in the Directors’ Report describing the Company’sobjectives projections estimates expectations or predictions may be forward-lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ from those expressed or implied. Important factors that could make adifference to the Company’s operations include labour and material availability andprices cyclical demand and pricing in the Company’s principal markets changes ingovernment regulations tax regimes economic development within India and otherincidental factors.

12. 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
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: 13th November 2019

Annexure [1] to Board’s Report

FORM AOC 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Financial Information on Subsidiary Companies for the year ended March 31 2019

(Rs. In lakhs)

Dealmoney
Eyelid Dealmoney Dealmoney
Particulars Infrastructure Private Limited Distribution and Advisory Services Private Limited Commodities Private Limited Insurance Broking Pvt. Ltd
Capital 10.00 100.00 240.00 110.00
Reserves (51.26) (23.40) (156.25) 37.64
Total Assets 240.70 78.64 1257.52 759.85
Total Liabilities 281.96 2.03 1173.77 607.34
Investments 210.31 - 632.00 -
Turnover/Total 1.14 0.61 215.10 476.64
Income Profit/(Loss) Before (1.47) (20.89) 1.53 12.85
Taxation Provision for - - 1.11 4.52
Taxation Profit/(Loss) (1.47) (20.89) 0.42 8.33
After Taxation Proposed Dividend - - -

Annexure [2] to Board’s Report

STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT 2013 ANDRULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

i. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2018-19 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and other ExecutiveDirector and Company Secretary during the financial year 2018-19:

Sr. No. Name of Director/KMP Designation Ratio of remuneration of each Director to median remuneration of Employees Percentage increase in Remuneration
1 Mr. Prabhakara Naig Chairman and Whole Time Director 3.57 Nil
2 Mr. Pandoo Naig Managing Director 3.57 Nil
4 Ms. Priyanka Rawat* Company Secretary Not Applicable Nil
5 Ms. Aditi Mahamunkar** Company Secretary Not Applicable Nil

*Ms. Priyanka Rawat resigned w.e.f 17 May 2018 *Ms. Aditi Mahamunkar was appointedw.e.f 25th July 2018

Notes:

1. The aforesaid details are calculated on the basis of remuneration for the financialyear 2018-19.

2. Median remuneration of the Company for all its employees is Rs. 291000 for thefinancial year 2018-19

3. The Non-Executive Directors of the Company are entitled for sitting fee. The detailsof remuneration of Non-Executive Directors are provided in the Corporate GovernanceReport. The ratio of remuneration and percentage increase for Non-Executive DirectorsRemuneration is therefore not considered for the purpose above.

ii. The percentage increase in the median remuneration of Employees for the financialyear was 5%

iii. The Company has 32 permanent Employees on the rolls of Company as on 31stMarch 2019

iv. There was 3% increase in the Average percentage made in the salaries of Employeesand the managerial personnel in the financial year. The average increases every year is anoutcome of Company’s market competitiveness as against its peer group companies.

v. The key parameters for any variable component of remuneration: Not applicable.

vi. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

vii. Particulars of employees in accordance with Rule 5 (2) of the Companies(Appointment and

Remuneration of Managerial Personnel) Rules 2014: Nil

For and on behalf of the Board
ONELIFE CAPITAL ADVISORS LIMITED
T.K.P Naig
Whole Time Director and Chairman
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: 13th November 2019