Onelife Capital Advisors Ltd Directors Report.

Dear Members,

Your Directors are pleased to present 12th Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2019.

1. Financial Performance:

The Financial performance of the Company for the year ended 31st March 2019 is 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 the number of employees has increased, the remeasurement of defined benefit plans which includes gratuity payments to employees, the profit for the year has decreased to 7.73 lakhs as compared to previous year’s profit of 10.28 lakhs. The total income during the year has increased to Rs. 247.36 Lakhs as against the previous year Rs. 216.58 Lakhs which is noteworthy.

On a Consolidated basis, the total income is Rs. 1064.74 Lakhs in current year as against Rs. 742.13 Lakhs in the previous year. The performance of your Company marked an impressive improvement during the year under review despite the competitive ecosystem and market volatility. This characterizes a year-on-year upswing trend in your company’s performance. Your Company has always maintained its policy to retain talent and also to hone the skills of its employees for deliverance of their capabilities and creativity to contribute to their workplace and your Company at large. Your Company gives weightage to home grown talent and spots achievers for grooming them for a succession plan in your Company. The number of employees of your Company has increased at large and that also increased the amount spent on employee benefit expensed which in turn caused losses for the 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 amount spent for employee benefit expenses.

Financial Statements:

Subsequent to the approval of standalone and consolidated financial results for the year ended March 31, 2019 by the Board of Directors at its meeting held on May 29, 2019 but before adoption of accounts in the Annual General Meeting, the National Company Law Tribunal (NCLT), vide its order dated July 18, 2019, has approved the Scheme of Amalgamation 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 Trading Private 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 Purple India Holdings Limited (“PIHL" or "transferor Company-6"), wholly owned subsidiaries with the Company ("transferee Company") and the certified copy of the Order received on August 27, 2019 approving the said Scheme has been filed with the Registrar of Companies on September 17, 2019. The appointed date of the said Scheme was April 1, 2018. Accordingly, the Company has restated the earlier issued standalone and consolidated financial results by giving necessary effect of the aforesaid Scheme for each quarter / year presented. Pursuant to the Scheme and Appendix C to the Ind AS 103 Business Combination, the said merger has been accounted using the pooling of interest method and accordingly the Company has recorded all assets, liabilities and reserves (including negative balance reserves. if any) pertaining to the transferor Companies at their respective book values. Further, as required by the Scheme, the difference between the investment in the financial statements of the Transferee Company in the Transferor Companies and the amount of paid up share capital of the Transferor Companies, respectively has been transferred to “Common Control Transactions Capital Reserve".

The Restated Consolidated Financial Statements of the Company for the Financial Year 2018-2019, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Securities and Exchange Board of India (LODR) Regulations, 2015.

The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its Subsidiary Companies, as approved by their respective Board of Directors.

Indian Accounting Standards:

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

2. Share Capital

The paid up equity share capital as on 31st March 2019 was 1336 Lakhs. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

3. Acquisitions and Investments: Acquisitions:

During the year under review, Company had acquired the 100% shareholding of Dealmoney Insurance Broking Private Limited on 17th September, 2018, for a consideration of Rs. 1,00,00,000 thereby making it as Wholly Owned Subsidiary of the Company.

Merger:

The Board at its Meeting held on 17th September, 2018, the board members approved the Merger of its Wholly Owned Subsidiaries namely Onelife Gas Energy & Infrastructure Limited, Good Yield Fertilisers and Pesticides Private Limited, Leadline Software and Trading Private Limited, Onelife Ecopower and Engineering Ltd, Goodyield Farming Limited, Purple India Holdings Limited with Onelife Capital Advisors Limited. This merger would will thus eliminate a multi-layered structure and reduce managerial overlaps, which are necessarily involved in running multiple entities and also prevent cost duplication that can erode financial efficiencies of a holding structure and the resultant operations would be substantially cost-efficient.

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

Companies on September 17, 2019.The appointed date of the said Scheme was April 1, 2018.

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 the meaning 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 of affairs of the Company are covered in the Management Discussion and Analysis Report. The Management 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director & Chief Executive Officer (CFO) confirming compliance by all the Board Members and Senior Management Personnel 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 and Three Non-Executive Independent Directors.

Declaration of Independence

The Company has received necessary declarations from the Independent Directors stating that 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 is given in the Corporate Governance Report.

Retirement by Rotation

Mr. Pandoo Naig, Managing Director, retires by rotation at the ensuing Annual General Meeting, 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 June, 2018.

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

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

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

Except this, there were no changes in the composition of the Board of Directors during the 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 and approved in the board meeting held on 25th July, 2018.

Details of Committee membership, terms of reference of the Committees and attendance at meetings 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 Board of its own performance and that of its Committees and individual directors is given in the Corporate 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 the annual accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2019 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguard the assets of the 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 Company and 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 of all 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 Subsidiaries namely:

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 Purple India Holdings Limited)

ii. Dealmoney Commodities Private Limited ((Subsidiary of Purple India Holdings Limited))\ On July 18, 2019 the order of the NCLT was passed for merging the six wholly owned subsidiaries namely Onelife Gas Energy & Infrastructure Limited, Good Yield Fertilisers and Pesticides Private Limited, Leadline Software and Trading Private Limited, Onelife Ecopower and Engineering Ltd, Goodyield Farming Limited, Purple India Holdings Limited with Onelife Capital Advisors Limited. Thus, as on date, the list of wholly owned subsidiaries 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 or Joint Ventures during the year

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

None of the Companies ceased to be Subsidiaries / Associates or Joint Ventures during the year.

The summary of the key financials of the Company’s subsidiaries in Form AOC-1 is included in this Annual Report as Annexure- [1] to the board’s report. Salient features of financial statements of all subsidiaries of your Company is attached to the Accounts which forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

Any member desirous of obtaining a copy of the aforesaid financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the Consolidated Financial Statements, financial statements of each Subsidiary have 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 any member of the Company at its Registered Office during business hours on all days except Saturdays, 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 the Company’s website www.onelifecapital.in.

15. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

The Board at its Meeting held on 17th September, 2018, the board members approved the Merger of six Wholly Owned Subsidiaries namely Onelife Gas Energy & Infrastructure Limited, Good Yield Fertilisers and Pesticides Private Limited, Leadline Software and Trading Private Limited, Onelife Ecopower and Engineering Ltd, Goodyield Farming Limited, Purple India Holdings Limited with Onelife Capital Advisors Limited. This merger would will thus eliminate a multi-layered structure and reduce managerial overlaps, which are necessarily involved in running multiple entities and also prevent cost duplication that can erode financial efficiencies of a holding structure and the resultant operations would be substantially cost-efficient.

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

Except for the above, there have been no other material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

16. Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure [2]” to this Report and is available on the website of your Company i.e. www.onelifecapital.in. A physical copy of the same will be made available to any shareholder on request.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

17. Details of significant and material orders passed by the regulators or courts or tribunals 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 for the merger of of six Wholly Owned Subsidiaries namely Onelife Gas Energy & Infrastructure Limited, Good Yield Fertilisers and Pesticides Private Limited, Leadline Software and Trading Private Limited, Onelife Ecopower and Engineering Ltd, Goodyield Farming Limited, Purple India Holdings Limited with Onelife Capital Advisors Limited and the certified copy of the Order approving the said Scheme has been filed with the Registrar of Companies on September 17, 2019. The forms are yet to be approved by the Registrar of Companies but the scheme stands effective. The appointed date of the said Scheme was April 1, 2018.

Apart from the above, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

18. Auditors and Auditors’ Report:

Statutory Auditors

M/s. Khandelwal Jain & Co. (Firm Registration Number 105049W) was appointed as Statutory Auditors of your Company at the Annual General Meeting (“AGM”) held on 27th September, 2017 for a term of four consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting. Pursuant to the amendment in Section 139 of the Act vide Companies (Amendment) Act, 2017 effective from May 7,

2018; the requirement relating to ratification of appointment of Statutory Auditors by the Members of the Company at every AGM has been dispensed with. Hence, the appointment of Auditors is not required to be ratified each year at the Annual General Meeting of the Company and accordingly, M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration Number 105049W) hold office for a consecutive period of four (4) years until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2020-21 without following the requirement of ratification of their appointment every year.

Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company for the FY 2018-2019.

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

Secretarial Audit:

The listed entity and its unlisted material subsidiaries shall provide Secretarial Audit Report in Form No. MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Ajay Kumar & Co., Practicing Company Secretary (Membership No. 3399 & Certificate of Practice No. 2944) to conduct the Secretarial Audits of your Company. The Secretarial Audit Report of the Company is annexed herewith as “Annexure - [3]” to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

As per the requirements of the Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY19. The Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

Auditors’ Report

There were no qualifications, reservations, adverse remarks or disclaimers in the report 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 in accordance 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 with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies 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 Annual Report.

Particulars of contracts or arrangements with Related parties as required Section 188 of the Companies Act, 2013 is given in “Form AOC- 2” pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure-[5] to the Boards Report.

3. Loans and Investments:

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are mentioned in detail in the Financial Statements.

4. Risk Management Policy:

Information on the development and implementation of a Risk Management Policy of the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management 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 business conduct. 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 the Companies Act, 2013 and Regulation 22 of the Listing Regulation, 2015. The policy provides for a framework and process whereby concerns can be raised by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Whistle Blower Policy & Vigil Mechanism of your Company have been outlined in the Corporate Governance Report which forms 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 adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Summary of sexual harassment issues raised attended and dispensed 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 and outgo:

The Company being engaged in the Advisory Services does not have any energy utilization or 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 controls including financial, operational and compliance control and risk management controls and same is subject to review periodically by the Board of Directors and M/s. G.S. Toshniwal & Associates, Chartered accountants for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Company’s requirement.

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 dividend, voting 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’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

12. Appreciation:

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

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 of Companies (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 1,257.52 759.85
Total Liabilities 281.96 2.03 1,173.77 607.34
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 AND RULE 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 of the Employees of the Company for the financial year 2018-19, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director 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 appointed w.e.f 25th July, 2018

Notes:

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

2. Median remuneration of the Company for all its employees is Rs. 2,91,000 for the financial year 2018-19

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

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

iii. The Company has 32 permanent Employees on the rolls of Company as on 31st March, 2019

iv. There was 3% increase in the Average percentage made in the salaries of Employees and the managerial personnel in the financial year. The average increases every year is an outcome 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 the Remuneration 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