2.14 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting year, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
Contingent assets are disclosed in the Financial Statements by way of notes to accounts when an inflow of economic benefits is probable.
Contingent liabilities are disclosed in the Financial Statements by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote.
2.15 Cash Flow Statement
Cash flows are reported using the indirect method. The cash flows from operating, investing and financing activities of the Company are segregated.
2.16 Earnings per share
Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
2.17 Income taxes
The income tax expense or credit for the year is the tax payable on the current year's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any. Income Tax expense for the year comprises of current tax and deferred tax. Tax is recognized in Statement of Profit and Loss, except to the extent that it relates to items recognized in the Other Comprehensive Income. In which case, the tax is also recognized in Other Comprehensive Income.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting year. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting year and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
The carrying amount of deferred tax assets are reviewed at the end of each reporting year and are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
MAT payable for a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT credit available in the statement of profit and loss as deferred tax with a corresponding asset only to the extent that there is probable certainty that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. The said asset is shown as 'MAT Credit Entitlement' under Deferred Tax. The Company reviews the same at each reporting date and writes down the asset to the extent the Company does not have the probable certainty that it will pay normal tax during the specified period.
2.18 Critical accounting estimates and judgments
The preparation of restated financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.
The areas involving critical estimates or judgments are:
1. Useful life of tangible asset Note No. 2.5
2. Useful life of intangible asset Note No. 2.6
3. Impairment of financial assets refer Note No. 2.7.1
4. Impairment of non - financial assets refer Note No. 2.8 B
5. Provisions, Contingent Liabilities and Contingent Assets refer Note No. 2.14 Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
2.19 Cash and Cash Equivalents
Cash and cash equivalents comprise of cash on hand, cash at banks, short-term deposits and short¬ term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
2.20 Segment Reporting - Identification of Segments
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to make decisions for which discrete financial information is available. Based on the management approach as defined in Ind AS 108, the chief operating decision maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by geographic segments.
2.21 Recent pronouncement
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
3 Business Combination
Common control business combination where the Company is transferee is accounted using the pooling of interest method. Assets and liabilities of the combining entities are reflected at their carrying amounts and no new asset or liability is recognized. Identity of reserves of the transferor company is preserved by reflecting them in the same form in the Company's financial statements in which they appeared in the financial statement of the transferor company. The excess between the amount of consideration paid over the share capital of the transferor company is recognized as a negative amount and the same is disclosed as capital reserve on business combination The information in the financial statements of the prior period is restated from the date of business combination in case the business combination is approved by statutory authority in the subsequent period.
Contingent Liabilities
(i) The Company has received order dated January 31, 2018 passed by The Commissioner GST & CX (Appeals) - III, Mumbai, confirming the demand of inadmissible Cenvat Credit of Rs. 171.92 Lakhs, recovery of interest at applicable rate on the amount of demand confirmed and imposing the penalty of Rs.164.20 Lakhs. The Company had filed the appeal against this order with Central
Board of Indirect Taxes & Customs Appellate Tribunal (West Zone Branch), Mumbai. As per the legal advice received by the Company, the Company has good case and no provision is required for Cenvat Credit, interest and penalty on availment of Cenvat Credit on the basis of invoices of Fincare Financial and Consultancy Services Private Limited and Precise Consulting & Engineering Private Limited. The Company has paid Rs. 86.25 Lakhs under protest and is disclosed as "Advance Service Tax" under the head "Other non-current assets".
(ii) The Company has received Income Tax demand for the AY 2012-13 of Rs.652.14 Lakhs. The Company has filed Appeal against the said demand on January 30, 2019. The management is of the opinion that there will be good chance to win the Appeal and hence no provision for income tax has made in the accounts.
(iii) The Company has received order from GST department for the FY 2017-18 and 2018-19 raising demand of Rs. 15.54 lakhs and Rs. 34.60 lakhs respectively. The Company has filed the appeal against these order to Appeal to Appellate Authority. The management is of the opinion that there will be good chance to win the Appeal and hence no provision for GST demand has made in the appeals.
(iv) The Company has received a SEBI Order Notice dated March 28, 2025, issued under Section 15-I of the SEBI Act, 1992 read with Rule 5 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995, proposing a penalty of ^106 lakhs under Sections 15HA and 15HB of the SEBI Act for alleged non-compliances with the provisions of the SEBI Act, the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has preferred an appeal against the said order.
30. Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 "Employee Benefits"
a) Defined Contribution Plan
During the year, ^1.90 Lakhs (Previous Year ^0.90 Lakhs) in respect of the Company's contribution to Provident Fund and contribution to Employees' State Insurance Corporation ^0.93 Lakhs (Previous Year ^0.25 Lakhs) deposited with the government authorities, have been recognized as expense and included under "Employee Benefits Expenses" in the Statement of Profit and Loss.
b) Gratuity
Defined benefit plans:- The Company provides for gratuity benefit under a defined benefit retirement scheme (the "Gratuity Scheme") as laid out by the Payment of Gratuity Act, 1972 of
India covering eligible employees. Liabilities with regard to the Gratuity Scheme are determined by actuarial valuation carried out using the Projected
Unit Credit Method by an independent actuary in accordance with Indian Accounting Standard - 19, 'Employee Benefits', The Gratuity Scheme is a non-funded scheme and the Company intends to discharge this liability through its internal resources.
The following table sets out the status of the gratuity plan and the amount recognized in the financial statements as at March 31, 2025.
36. Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act)
There are no Micro, Small and Medium Enterprise to whom the Company owes dues which were outstanding as the balance sheet date. The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors.
38. In the opinion of the Board, current and non - current assets are approximately of the value stated in the Balance Sheet, if realized in the ordinary course of business and the provision for all known and determined liabilities are adequate and not in excess of the amount reasonably required.
39. (a) The Company did not have any outstanding long term contracts including derivative contracts for
which there were any material foreseeable losses as at March 31, 2025.
(b) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
40. Details of Loans given, covered u/s 186 (4) of the Companies Act, 2013 and disclosure pursuant to clause 34 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015
41. Revenue from contracts with customers
The Company determines revenue recognition through the following steps:
1. Identification of the contract, or contracts, with a customer.
2. Identification of the performance obligations in the contract.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations in the contract.
5. Recognition of revenue when, or as, we satisfy a performance obligation.
a) Disaggregation of revenue
The Company's mainstream business is advisory services. There is only one reportable income stream i.e. Advisory Services and its functioning is within India accordingly there is no disaggregation of revenue.
b) Contract balances
Trade receivables are non-interest bearing balances having credit period of 45 days. The outstanding balance as on March 31, 2025 is ^ 57.28 Lakhs (Previous Year ^ 745.80 Lakhs).
c) Performance Obligations
The performance obligation of the Company is to advice companies on fund raising as well as acquisition financing and structuring the deal to maximize value for all its stakeholders, which is completed as per the terms of the contract. The performance obligation of Company is satisfied at a point in time i.e. as and when customer receives the services as per terms of the contract.
42. Financial Instruments
42.1 Financial Assets and Liabilities
42.2 Fair Value measurement
Fair Value Hierarchy and valuation technique used to determine fair value:
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and are categorized into Level 1, Level 2 and Level 3 inputs.
42.3 Financial risk management objectives and policies
The Company's principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's principal financial assets include loans, trade receivables, other financial assets, cash and cash equivalent and bank deposits that derive directly from its operations.
Ý The Company's business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The senior management has the overall responsibility for the establishment and oversight of the Company's risk management framework. The top management is responsible for developing and monitoring the Company's risk management policies. The Company's
risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities 42.3.1 Management of Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows as at the Balance Sheet date.
42.3.2 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk : interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments.
The sensitivity analyses in the following sections relate to the position as at March 31, 2025 and March 31,2024.
42.3.3 Credit Risk
Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. The company is exposed to credit risk from its operating activities primarily trade receivables, loans, cash and bank balances and from the deposits with banks and financial institutions and other financial instruments.
Trade Receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit ratings core card and individual credit limits are defined in accordance with this assessment. Total Trade receivable as on March 31, 2025 is ^ 57.28 Lakhs (March 31, 2024 ^ 745.80 Lakhs). The average credit period on sale of service is 45 days. No interest is charged on trade receivables. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration
of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
43. Capital management
Capital includes issued equity capital and share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations. The company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2025 and March 31,2024.
44. Tax Expenses - Current Tax and Deferred Tax
a) Income Tax Expense recognized in statement of profit and loss
b) Income Tax recognized in Other Comprehensive Income
d) Deferred tax assets / (liabilities) in relation to the year ended March 31, 2025
In view of losses and unabsorbed depreciation, in the opinion of the Management considering the grounds of prudence, deferred tax assets is recognized to the extent of deferred tax liabilities and balance deferred tax assets have not been recognized in the books of account.
45. Value of Imports on C.I.F. Basis Rs. Nil (previous year Rs. Nil), Expenditure in Foreign Currency Rs. Nil (previous year Rs. Nil), Earning in Foreign Currency Rs. Nil (previous year Rs. Nil).
46. The Company has received a SEBI Interim Order Cum Show Cause Notice dated October 21, 2024, regarding non compliances of transaction with related parties . It has restrained the Company and its directors / office bearers from buying, selling or dealing in securities or associating themselves with the securities market, in any manner whatsoever until further orders. Further Mr. Pandoo Naig and Mr. Prabhakara Naig are restrained from acting as a Director or a KMP of any listed company or its subsidiary or any company which intends to raise money from public or any SEBI registered intermediary, until further
order. The company is in the process of filing necessary responses and appeal to appropriate authorities.
47. The Company has neither charged advisory fees not provided professional fees during this period on its subsidiaries, due to investigation and adverse remarks by SEBI.
48. The loans extended to our subsidiary companies are in the process of being converted into equity shares of the respective subsidiaries. Upon completion of the necessary approvals and compliance procedures, equity shares will be allotted accordingly. No interest has been charged on these loans during the year.
49. The Company has acquired 24.56% equity stake (15,09,604 Share at Rs. 4.00 Each) in Continental Controls Limited. This acquisition grants the Company control over Continental Controls Limited, qualifying it as an Associate. Since the acquisition of share in Continental Contros Limited was completed at the fag end of the quarter ended 31st December 2024, the financial statements of Continental Controls Limited have not been consolidated.
51. The Company has regrouped / reclassified the previous year figures to conform to the current year's reclassification / presentation.
As per our report of even date
For Rafik and Associates For and on behalf of Board of Directors of
Chartered Accountants Onelife Capital Advisors Limited
Firm Reg. No. 146573W
CA Rafik Sejam Sheikh Prabhakara Naig
Proprietor Whole Time Director
Membership No. 182278 DIN No.:- 00716975
Pandoo Naig Director & CFO DIN No.:-00158221
Kajal Shethia
Company Secretary & Compliance Officer
Place: Mumbai Place: Thane
Date: 29th May 2025 Date: 29 May 2025
|