BOARD'S REPORT

TO THE MEMBERS OF ONELIFE CAPITAL ADVISORS LIMITED,

We are pleased to present the Eighth Annual Report together with the Audited Accounts for the year ended 31st March 2015.

During the financial year 2014-15 your company's profit after tax was Rs 10.38 Lakhs as compared to Rs 0.49 Lakhs in corresponding period of last year.

The Company was restrained and prohibited by SEBI vide final order dated 30th August, 2013 and the restrained and prohibited period was over on 27th December, 2014, hence now your Company is free to do Securities/Capital market businesses. The Directors are taking steps to rebuild the business both organically and inorganically in the best interest of all the stakeholders. Your Directors wish to put on record their gratitude for the support shown by the shareholders and affirm that all necessary steps shall be taken to protect the interest of the company and the shareholders.

The status of Significant and Material Orders Passed by the Regulators or Courts or Tribunals and Commercial litigations, if any, is annexed herewith as "Annexure - [A]" to this Report.

Consolidated Financial Statements

The consolidated financial statements of your Company for the financial year2014-15, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). 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.

Subsidiaries

A separate statement in Form AOC 1 containing the 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. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except

 Ms. Sonam Satish Kumar Jain was appointed as Additional Director (Independent) on the Board with effect from 31st March, 2015. We seek your approval for appointment of Ms. Sonam Satish Kumar Jain as an Independent Directors for a term upto five consecutive years i.e. from March 31, 2015 to March 30, 2020, and she will not be liable to retire by rotation.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Ms. Cynthia Pacheco has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f 31st October 2014 due to marriage and the Board of Directors in its Board meeting held on 24th April, 2015 has approved the appointment of Mr. Vivek Maru as a Company Secretary and Compliance Officer of the Company.

Mr. Vivek Maru has resigned from the post of Company Secretary and Compliance Officer of the Company and approved by the Board of Directors in its meeting held on 20th July, 2015 for pursuing Higher Studies in the field of Accountancy. The Board of Directors in its Baord meeting held on 14th August, 2015 has approved appointment of Mr. Pavan Vyas as a Company Secretary and Compliance Officer of the Company.

Number of meetings of the Board and Audit committee

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules made thereunder.

Directors' Responsibility Statement

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

(a) in the preparation ofthe annual accounts for the financial yearended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit / loss of the Company for the financial year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Auditors and Auditors' Report:

Statutory Auditors

M/s. Khandelwal Jain & Co. were appointed as Statutory Auditors of your Company at the Seventh Annual General Meeting held on 29th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit

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, CS Manish Baldeva, Proprietor M/s. M Baldeva Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [C]" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 [D]" to this Report.

Related Party Transactions

The Board of Directors had approved the Related Party Transaction for payment of Rs. 400 lacs as interest free Securities deposit to M/s. Eyelid Infrastructure Pvt. Ltd. for taking the Premises on leave and License basis from M/s. Eyelid Infrastructure Pvt. Ltd. and Company has paid the same. Further Company has also taken approval of members by means of Special resolution by way of Postal ballot as required under Section 188 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder for related party transaction for taking premises on leave & licenses basis from M/s. Eyelid Infrastructure Pvt. Ltd. The Board of Directors of the Company has approved Related Party Transactions for Payment of Rs. 170 lacs as Security deposit to Eyelid Infrastructure Private Limited for taking the first floor of the Premises on Leave and license basis. The Board of Directors of the Company has also subsequently approved Related Party Transactions for acquisition of property for the consideration of Rs. 900 lacs by way of purchase of 100% Equity shareholding of M/s. Eyelid Infrastructure Private Limited from Mr. Pandoo Naig, Managing Director of the Company, subject to approval of shareholders and other approval, if any. The leave and license agreement with Eyelid Infrastructure Private Limited will be terminated subject to acquisition ofthe property.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note 26 to 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 [E]" to the Boards Report.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Mr. Dhananjay Chandrakant Parikh, Non -Executive Director. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

During the financial year 2014-15, the Board of Directors have approved the risk management policy for your Company as proposed by the Management.

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.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation ofthe Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration, Stakeholders Relationship and Risk Management Committee) and Individual Directors (without participation ofthe relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy & Vigil Mechanism which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement. 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.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under. During the year no complaints or allegations of sexual harassment were filed with the Company.

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. The Company during the year under review has not earned or spent any foreign exchange.

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

M/s. G.S Toshniwal & Associates, Chartered accountants who have been reappointed as Internal Auditors for the financial year 2015-2016.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of Section 178 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Stakeholders Relationship Committee

A Stakeholders relationship Committee is in existence in accordance with applicable provisions of Companies Act, 2013 and Listing Agreement. Kindly refer to the section on Corporate Governance, under the head 'Stakeholders relationship Committee' for matters relating to constitution, meetings, functions of the Committee.

Risk Management Committee

A Risk Management Committee is in existence in accordance with applicable provisions of Companies Act, 2013 and Listing Agreement. Kindly refer to the section on Corporate Governance, under the head 'Risk Management Committee' for matters relating to constitution and functions of the Committee.

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.

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.

By and on behalf of the Board

ONELIFE CAPITAL ADVISORS LIMITED

T.K.P Naig Executive

Chairman DIN No. 00716975

Registered Office: 307, Raut Lane, Opp. ISKCON, Vile Parle (w). Mumbai 400 049 CIN: L74140MH2007PLC173660 e-mail: cs@onelifecapital.in

Place: Mumbai

Date:14/08/2015