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Onelife Capital Advisors Ltd Directors Report

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Onelife Capital Advisors Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present 16th Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the year ended 31st March, 2023 is summarized below:

(Rs. In Lakhs)

Particulars Standalone Consolidated
Current Year Previous year Current Year Previous year
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 313.00 334.50 444.41 408.22
Other Income 257.36 303.36 97.91 240.06
Total 570.36 637.86 542.32 648.28
Expenditure
Purchase of stock in trade - - - -
Employee Benefit Expenses 115.04 132.66 280.53 145.05

Depreciation & Amortization expenses

0.66 25.43 5.44 25.58
Finance costs 126.89 7.95 149.92 7.97
Other Expenses 322.22 469.59 354.39 501.53
Total 564.81 635.63 790.27 680.13

Profit / (Loss) from ordinary activities before exceptional items

5.55 2.22 (247.95) (31.85)
Exceptional items - - - -

Profit / (Loss) from ordinary activities before tax

5.55 2.22 (247.95) (31.85)
Tax Expense
Current Year Tax 1.44 - 3.44 10.87
Deferred Tax Credit 3.19 - (3.41) (3.02)
Earlier year - - - -
Profit after Tax 0.92 2.22 (247.98) (39.70)

Other Comprehensive income for the year

-0.36 0.59 (0.36) 0.59

Total Comprehensive income for the year

0.56 2.81 (248.34) (39.11)

Basic and Diluted Earnings per equity share (Rs.)

0.01 0.02 (1.86) (0.30)

Companies Performance

Standalone

The standalone revenue from operations in FY 2022-23 stood at Rs. 570.36 Lakhs. Total expenses for the year stood at Rs. 564.81 Lakhs. The profit before taxation (PBT) stood at Rs. 5.55 Lakhs. Reported net profit after tax for the year came in at Rs. 0.92 Lakhs.

Consolidated

The consolidated revenue for the year stood at Rs. 542.32 Lakhs. Total expenses for the year stood at Rs. 790.27 Lakhs. The profit before taxation (PBT) stood at Rs. (247.95) Lakhs.

There has been no change in the nature of business of the Company during the year under review. A detailed note on the Companys operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directors Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

FINANCIAL STATEMENTS:

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, 2023 was Rs. 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. DIVIDEND:

Your Directors do not recommend any dividend for the year 2022-23.

4. TRANSFER TO RESERVES:

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

5. PUBLIC DEPOSITS:

During the financial year 2022-23, 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.

6. 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.

7. 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 Chairman & Chief Financial Officer (CFO) confirming compliance by all the Board Members and Senior Management

Personnel with Companys Code of Conduct are made a part of the Annual Report.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARDS COMPOSITION AND INDEPENDENCE

As on date, the Board is comprised of Two Executive Directors, One Non-Executive Non-Independent 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. Prabhakara Naig, Wholetime Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

APPOINTMENT & RESIGNATION

1. Mr. Pandoo Naig (DIN: 00158221) resigned from the post of Chief Financial Officer (CFO) of the Company with effect from 23rd June 2022.

2. Mr. Himanshu Unadkat, an Associate Member of ICSI having Membership No. A58969 appointed as Company Secretary and Compliance Officer of the Company with effect from 23rd June 2022.

3. Mr. Manoj Malpani appointed as Chief Financial Officer (CFO) of the Company with effect from 23rd June, 2022.

4. Mr. Pandoo Naig (DIN: 00158221) resigned from the post of Managing Director (MD) of the Company with effect from 6th July 2022.

5. Mr. Amol Autade (DIN: 06788961) resigned from the post of Non Executive Independent Director with effect from 13th July 2022. Mr. Amol Autade had vide their letter dated 13th July 2022 informed the Company of their inability to render services as an Independent Director of the Company due to pre-occupation. He further confirmed that there are no material reasons other than the above mentioned reason for his resignation.

6. Mr. Himanshu Unadkat resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 14th October 2022. Mr. Himanshu Unadkat had vide their letter dated 14th October 2022 informed the Company of their inability to render services as Company Secretary the Company due to pre-occupation. He further confirmed that there are no material reasons other than the above mentioned reason for his resignation.

7. Mr. Pandoo Naig (DIN: 00158221) appointed as an Additional Director (Executive) with effect from 23rd March 2023, subject to the approval of Members.

8. Mr. Aneish Kumaran Kumar (DIN: 08766256) appointed as an Additional Director (Non-Executive & Independent) with effect from 23rd March 2023, subject to the approval of Members.

COMMITTEES OF THE BOARD

The Companys Board has the following committees: 1. Audit Committee 2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee 4. Risk Management Committee

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

9. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

10. 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, 2023 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.

11. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

12. SUBSIDIARIES:

As on 31st March, 2023, the Company had 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 owned subsidiary)

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 JOINT VENTURES DURING THE YEAR

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

The summary of the key financials of the Companys subsidiaries in Form AOC-1 is included in this Annual Report as Annexure- [1] to the boards 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 soft copy of the aforesaid financial statements may write to the Company Secretary at cs@onelifecapital.in. The financial statements including the Consolidated Financial Statements, financial statements of each Subsidiary have been uploaded on the website of the Company i.e. www.onelifecapital.in.

13. 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 but due to the current pandemic situation, the mode of preference would be E-mail. You may write to the Company Secretary on cs@onelifecapital.in and also the same are placed on the Companys website www.onelifecapital.in.

14. 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:

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.

15. 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.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

17. LISTING OF EQUITY SHARES:

Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the Equity Shares of the Company are listed at the BSE Limited and NSE Limited.

The Company confirms that it has paid Annual Listing Fees due to stock exchanges up to the Financial Year 2022-23.

18. AUDITORS AND AUDITORS REPORT:

? STATUTORY AUDITORS

M/s. Bagaria & Co. LLP, Chartered Accountants, (Firm Registration No. 113447W/W-100019) was appointed as Statutory Auditors of your Company at the Annual General Meeting (“AGM”) held on 10th November, 2021 for a term of five 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. Bagaria & Co. LLP, Chartered Accountants, (Firm Registration No. 113447W/W-100019) hold office for a consecutive period of five (5) years until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2025-26 without following the requirement of ratification of their appointment every year.

Statutory Auditors comments on your Companys accounts for year ended 31st March, 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

Management reply on Statutory Audit Report containing any qualification, reservation or adverse remarks-

Auditors opinion accepted and noted.

? 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 2022-23.

? 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.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

The Company has not given intimation about approval of Boards Report for the year ended 31.03.2022 in Form MGT-14. This is violation of Section 117 (3)(g) read with Section 179(3)(g) of Companies Act, 2019.

Explanation: There was an inadvertent delay in filing of the Form MGT-14 for intimation about approval of Boards Report for the financial year ended March 31, 2022 on the part of the professional concerned. As on date, the said Form MGT-14 has been filed with MCA.

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 the financial year 2022-23, 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.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at www.onelifecapital.in.

20. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered during the financial year were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the

Company during the year that required shareholders approval under Regulation 23 of the Listing

Regulations.

Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the accompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure - [4]” in the form AOC-2.

Further, details of related party transactions are presented in Note No. 36 of notes to consolidated financial statements of the Company.

21. 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.

22. 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.

23. 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.

24. 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 financial year 2023: ? No. of complaints received: Nil ? No. of complaints disposed off: Nil ? No. of cases pending for more than 90 days: Nil

25. 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.

26. INTERNAL CONTROL SYSTEM:

The Board ensures the effectiveness of the Companys system of internal controls including financial, operational and compliance control and risk management controls and the 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 Companys requirement.

27. CORPORATE SOCIAL RESPONSIBILITY:

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

28. CAUTIONARY STATEMENT:

Certain statements in the Directors Report describing the Companys 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 Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

29. ACKNOWLEDGEMENT:

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.

Registered Office: For and on behalf of the Board
Regd. Off: Plot No. A356, Road No. 26, ONELIFE CAPITAL ADVISORS LIMITED
Wagle Industrial Estate, MIDC, Sd/-
Thane (West) - 400604, Maharashtra Prabhakara Naig
CIN: L74140MH2007PLC173660 Executive Chairman
E-mail: cs@onelifecapital.in DIN: 00716975
Website: www.onelifecapital.in
Tel no.: 022-25833206

Place: Thane

Date: 5th September 2023

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