You are here » Home » Companies » Company Overview » Onesource Techmedia Ltd

Onesource Techmedia Ltd.

BSE: 535647 Sector: Media
NSE: N.A. ISIN Code: INE807O01011
BSE LIVE 12:39 | 22 Jun Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.60
PREVIOUS CLOSE 9.98
VOLUME 30000
52-Week high 11.60
52-Week low 5.54
P/E 60.53
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.54
Sell Qty 10000.00
OPEN 11.60
CLOSE 9.98
VOLUME 30000
52-Week high 11.60
52-Week low 5.54
P/E 60.53
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.54
Sell Qty 10000.00

Onesource Techmedia Ltd. (ONESOURCETECHM) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2016.

1. Results of our Operations:

The Company’s financial performance for the year ended 31st March 2016is summarized below;

Rs. in Lacs

Particulars FY 2015-2016 FY 2014-2015
Revenue from Operations 104.97 8.00
Other Income 39.05 32.35
Total Income 144.02 40.35
Total Expenses 193.54 32.54
Profit Before Tax & Extraordinary Items (49.52) 7.81
Tax Expense
-Current Tax - 2.62
-Deferred Tax Liability/(Assets) 1.50 (0.17)
Net Profit for the Year (51.02) 5.36

a. Review of operations and affairs of the Company:

During the year under review the Company has earned a loss before InterestDepreciation & Tax of Rs. 17.74lacs as compared to previous year’s profit of Rs.10.98 lacs. The net loss for the year under review has been (Rs.51.02) lacs as compared tothe previous year net profit Rs. 5.36 lacs. Your Directors are continuously looking foravenues for future growth of the Company in Media and Entertainment Industry.

b. Dividend:

Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment.

e. Particulars of loans guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statements provided in this Annual Report.

Further it is informed that the Company has neither given any guarantees nor providedany security during the Financial Year under review.

f. Particulars of contracts or arrangements made with related parties:

The Company has entered into related party transaction and the particulars of contractsor arrangements with related parties referred to in section 188(1) of the Companies Act2013 as prescribed in Form AOC-2 is appended as Annexure I. The Policy on RelatedParty Transaction is available on our website www.onesourcetechmedia.com

g. Variation in market Capitalization:

Particulars As at 31st March 2016 As at 31st March 2015 Increase / Decrease in %
Market Value per share 4.62 3.88
No. of Shares 6492500 6492500 -
Market Capitalization 29995350 25190900 19.07
EPS (0.79) 0.08
Price earnings ratio (5.84) 48.5 (112.04)
Percentage increase/decrease in the Market Price of the Shares in comparison with the last IPO (1) (67.00)

Note: The IPO of the Company in the FY 2013-2014 was brought out at a rate of Rs. 14/-per share.

h. Management’s Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review asstipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is appended as Annexure II to thisreport.

i. Director’s Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

2. Details of Takeover of the Company:

Mr. Fayaz Usman Faheed has entered in to a Share Purchase Agreement (SPA) dated 29thMay 2015 with Ms/. S K B Finance Limited (CIN: U65999WB1996PLC082317) constituting thepart of the Promoter & Promoter Group of the Company along with other Promoter(s) andPromoter Group to acquire 1771200 equity shares of Rs.10/- each held by Ms/. S K BFinance Limited along with transfer of the Promoter Rights of all the Promoter(s) andPromoter Group of the Company to Mr. Fayaz Usman Faheed. Pursuant to the execution of theSPA and requisite approval from SEBI the mandatory Letter of Offer dated 20thOctober 2015 was made by the Acquirer in compliance with the regulation 3(1) & 4 ofthe SEBI (SAST) Regulations 2011 to acquire 1688050 (Sixteen Lacs Eighty Eight ThousandFifty Only) Equity Shares of the face value of Rs. 10 each (Offer Shares)representing 26% of the total voting share capital of the Target Company at a priceof Rs. 6/- per equity share.

The Open offer was open for the following period:

Open Offer Opened on Open Offer Closed on
02nd November 2015 17th November 2015

2 00000 Equity Shares of the Company were tendered by the Public Shareholders forsale and the same were purchased by Mr. Fayaz Usman Faheed. However the SPA dated 29thMay 2015 till date has not been consummated.

3. Human Resource Management:

To ensure good human resources management at Onesource Techmedia Limited we focus onall aspects of the employee lifecycle. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivated throughvarious skill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Disclosure with respect to Details of the Top 10 employees as on 31st March 2016in pursuance to Rule 5(2)& Rule 5 (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is appended as Annexure IV to this report.

The Company currently do not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director:

Mr. Fayaz Usman Faheed (DIN: 00252610) is the Managing Director of the Companyw.e.f. 17th November 2014 till the date of this Report.

ii. Company Secretary:

During the year under review the Board did not find a suitable candidate for theposition of Company Secretary. The Board is in the Process of identifying a suitablecandidate for the position of Company Secretary.

iii. Chief Financial Officer:

• Mrs. Sumathi Kothandan was the CFO of the company for the FY 2015-2016 and sheresigned from the said post w.e.f 22nd April 2016.

• Mr.Padmanabhan Govindarajulu had been appointed as the CFO of the Company w.e.f22nd April 2016.

• Mr. Padmanabhan Govindarajulu resigned from the post of the CFO of the Companyw.e.f 23rd August 2016.

• Mrs. Hemalatha K has been appointed as the CFO of the Company w.e.f. 01stSeptember 2016 at the Meeting of the Board of Directors of the Company held on 31stAugust 2016.

4. Corporate Governance:

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization s brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders expectations. At Onesource Techmedia Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) & para C D E of Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 is not applicable for a company havingpaid up of 10 Crore or Net-worth of 25 Crore in the immediate preceding FY & for alisted entity which has listed its specified securities on the SME Exchange. As thesecurities of your Company are listed at BSE-SME Platform the Corporate Governance Reportas per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to your Company.

a. Compliance Department:

During the year under review following changes took place with respect to theCompliance Officer of the Company:

Mr. Fayaz Usman Faheed (DIN: 00252610) was appointed as the Managing Director of theCompany with effect from 17th December 2014 at the Board meeting held on 17thDecember 2014 and further at the same meeting he was also appointed as the ComplianceOfficer of the company with effect from 17th December 2014.

The Board is in the Process of identifying a suitable candidate for the position ofCompany Secretary cum Compliance Officer.

The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review following changes took place in the Composition of Boardof Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 24thSeptember 2015 approved the following:

a. Regularization of the appointment of Mrs. Kokila Gangan (DIN:05138873) asIndependent Director of the Company to hold office for five consecutive years i.e. upto31st March 2019.

b. Regularization of the appointment of Mrs. Samia Faheed(DIN:02967081) asNon-Executive Director of the Company.

c. Regularization of the appointment of Mr. Fayaz Usman Faheed(DIN:00252610)the Director and ratification of his appointment as Managing Director of the Company.

(ii) The Board of Directors of the Company held on 22nd April 2016 approvedthe following:

a. Appointment of Mr. Vasudevan Sridharan(DIN:07487245) as Additional cumIndependent Director w.e.f 22nd April 2016 to hold office till the conclusionof the ensuing Annual General Meeting.

b. Taking on record the resignation of Mrs. Kokila Gangan (DIN:05138873)Director of the Company expressing her inability to continue as Director of the Companyand the same was accepted by the Board and she was relieved from the Directorship of theCompany with effect from 22nd April 2016.

In compliance with the Companies Act 2013 the following directors are proposed to beappointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company;

(i) Mrs. Samia Faheed (DIN: 02967081) who retires by rotation at this Annual GeneralMeeting and being eligible has offered herself for re-appointment.

(ii) Mr. Vasudevan Sridharan(DIN:07487245) be regularised as the IndependentDirector of the Company to hold office from 22nd April 2016 to 21stApril 2021 under the provision of Section 149 of the Companies Act 2013 and rulesthereof.

(iii) Mr. Fayaz Usman Faheed(DIN: 00252610) be appointed as the ManagingDirector of the Company with revised terms and conditions.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.onesourcetechmedia.com.

d. Details with regard to meeting of Board of Directors of the Company:

(i) Composition of the Board of Directors as on the date of this Report is mentionedbelow;

Name of the Director Designation Category
Mr. Fayaz Usman Faheed Managing Director Executive Director
Mr. BaskaranSathya Prakash Director Independent Director
Mr. Vasudevan Sridharan1 Director Independent Director
Mrs. SamiaFaheed Director Non-executive Director

Note:

1 Appointed as Additional Director cum Independent of the Company with effect from 22ndApril 2016

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2015-2016 6 (Six) meetings of the Board of Directors of the Company wereheld on 15th April 2015 28th May 2015 14th August2015 14th October 2015 13th November 2015 and 10thFebruary 2016. The gap between two meetings did not exceed 120 days. The attendance ofthe members at the Board of Directors meetings was as follows:

Name of Director Attendance Particulars No. of Director- ships in other Public No. of Chairmanship/ Membership of Board Committees in other Companies#
Board Meetings Last AGM Company* Chairman Member
Mr. Fayaz Usman Faheed 6 Yes - - -
Mrs. SamiaFaheed 6 Yes - - -
Mr. BaskaranSathya Prakash 6 Yes 2 2 2
Mrs. KokilaGangan2 6 Yes NA NA NA
Mr. Vasudevan Sridharan1 NA NA - - -

Note I:

*The Directorships held by the Directors as mentioned above do not include AlternateDirectorships and Directorships held in Foreign Companies and Companies registered underSection 25 of the Companies Act 1956 or Section 8 of the Companies Act 2013.

#In accordance with Regulation 26(b) of SEBI Listing Regulations Memberships /Chairmanships of only the Audit Committee and Stakeholders Relationship Committee in allPublic Limited Companies has only been considered.

Note II:

1 He has been appointed as Additional cum Independent Director w.e.f 22ndApril 2016.

2She resigned from the Directorship of the Company w.e.f 22nd April2016.

e. Policy on directors’ appointment and remuneration:

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2016 the Boardconsist of 4 Members 1 of whom is an Executive Director and 1 of whom is an Non-ExecutiveDirector and the 2 are Independent Directors. The Board periodically evaluates the needfor change in its composition and size.

The Policy of the Company on Director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure V to this report. We affirm that the remunerationpaid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Sub Regulation 1 b ofRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board and Committeemeetings.

The Company through its Executive Directors / Key Managerial Personnel conductsprograms / presentations periodically to familiarize the Independent Directors with thestrategy operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany’s strategy business model operations service and product offeringsmarkets organization structure finance human resources technology quality facilitiesand risk management and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.onesourcetechmedia.com

h. Board’s Committees:

Currently the Board has three committees: the audit committee the nomination andremuneration committee and the stakeholder’s relationship committee. All committeesare appropriately constituted.

A detailed note on the Board and its committees including the details on the dates ofCommittee Meetings is as follows:

(i) Composition of the Committees of the Board as on the date of this Report ismentioned below;

Name of the Committee Name of the Member Position in the Committee
Mr. VasudevanSridharan Chairman
Audit Committee Mr. BaskaranSathya Prakash Member
Mr. Fayaz Usman Faheed Member
Mr. VasudevanSridharan Chairman
Nomination and Remuneration Committee Mr. BaskaranSathya Prakash Member
Mr. SamiaFaheed Member
Mrs. SamiaFaheed Chairman
Stakeholders Relationship Committee Mr. VasudevanSridharan Member
Mr. Fayaz Usman Faheed Member

(ii) MEETING OF AUDIT COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review The Audit Committee Meetings were held 4 timesa year viz. 28th May 2015 14th August 2015 13thNovember 2015and 10th February 2016 and the attendance of the members at theAudit Committee meetings was as follows:

Name of the Director Attendance Meeting Held during his tenure Particulars Meeting Attended during his tenure
Mr. BaskaranSathya Prakash2 4 4
Mrs. KokilaGangan1 4 4
Mr. Fayaz Usman Faheed 4 4
Mr. Vasudevan Sridharan2 NA NA

Note:

1She resigned from the Board of Directors of the Company w.e.f. 22ndApril 2016 thus vacating the Committee Membership as well.

2 Mr.Baskaran Sathya Prakash was re-designated as the Committee Member and Mr.Vasudevan Sridharan was appointed the Committee Chairman w.e.f. 22nd April2016.

(iii) MEETING OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THEYEAR:

During the financial year under review The Nomination and Remuneration CommitteeMeetings was held once in a viz. 28th May 2015 and the attendance of themembers at the Nomination and Remuneration Committee meeting was as follows:

Name of the Director Attendance Meeting Held during his tenure Particulars Meeting Attended during his tenure
Mrs. Kokila Gangan1 1 1
Mr. BaskaranSathya Prakash 1 1
Mrs. SamiaFaheed 1 1
Mr. Vasudevan Sridharan2 NA NA

Note:

1She resigned from the Board of Directors of the Company w.e.f. 22ndApril 2016 thus vacating the Committee Membership as well.

2 Mr.Vasudevan Sridharan was appointed the Committee Chairman.

(iv) MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 times a year viz. 28th May 2015 14th August 2015 13thNovember 2015 and 10th February 2016 and the attendance of the members at theStakeholder Relationship Committee meeting was as follows:

Name of the Director Attendance Meeting Held during his tenure Particulars Meeting Attended during his tenure
Mrs. SamiaFaheed 4 4
Mr. BaskaranSathya Prakash1 4 4
Mr. Fayaz Usman Faheed 4 4
Mr. Vasudevan Sridharan2 NA NA

Note:

1He was removed from the Committee Membership w.e.f. 22nd April 2016.2He was inducted as the Committee Member w.e.f. 22nd April 2016.

i. Board Evaluation:

The board of directors has carried out an annual evaluation of its "ownperformance" "Board committees" and "individual directors"pursuant to the section 134(3) of the Companies Act 2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated The same was discussed inthe board meeting that followed the meeting of the independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The equity shares of Onesource Techmedia Ltd (Scrip Code: 535647) are listed at BSE SMEPlatform.

Your Company paid the Listing Fees to the Exchange for the year 2015-16 as well as2016-17 in terms of Erstwhile Listing agreement and Uniform Listing Agreement entered intowith the said Stock Exchange.

k. Utilization of the Proceeds from IPO:

IPO Proceeds and Net Proceeds :

Particulars Amount (in lacs)
Issue Proceeds 280.00
Less : Issue Related Expenses 46.87
Net Proceeds 233.13

Utilization of the Net Proceeds : Amount in Lacs

Particulars 2015-2016 2014-2015
Work-In-Progress for Media Contents 40.00 40.00
Security Deposit and Advances against Media Contents 5.51 55.51
FD with HDFC Bank - 50.00
Repayment of Advance 24.00 24.00
Loans On Interests 80.00 55.00
Investment in Shares 12.50 7.50
Advance against share purchase 70.00 -
Balances in Current Accounts - -
Incurred in Media Activities 1.12 1.12

l. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013:

(i) Elements of remuneration Package of all the Director:

The details with regards to the remuneration Package of all the Director is provided in"Point No. VI" of the Extract of Annual Return in the prescribed format preparedin accordance with Section 134(3) (a) and Section 92(3) of the Companies Act 2013 andappended as Annexure VI to this report.

(ii) Details of Fixed Component and Performance linked incentives along with theperformance criteria:

The Company currently pays remuneration to only the Executive Director. The Company donot pay any remuneration in which ever name so called to its Non-Executive Director.Currently the entire remuneration being paid to the Executive Director contains only FixedComponent.

(iii)Service Contract Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with the Mr. Fayaz Usman FaheedManaging Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.

(iv) Stock Options if any:

The Company currently does not have any stock option scheme for its Employees orDirectors.

m. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguide lines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing insecurities of the Company. The saidpolicy is available on our website www.onesourcetechmedia.com

5. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 29th August 2014 M/s. N.Kanodia& Co. Chartered Accountants (Firm Registration No. 327668E) were appointed asstatutory auditors of the Company from the conclusion of the Sixth Annual General Meetingof the Company held on 29th August 2014 till the conclusion of the TenthAnnual General Meeting to be held in the year 2018. Subsequently the Company received aletter dated 22nd December 2015 from the Statutory Auditors of the Companythat they have reconstituted N. Kanodia& Co. as M/s. R A N K S & AssociatesChartered Accountants (Firm Registration No. 329271E)and subsequent written unwillingnessletter received by the company from M/s. R A N K S & Associates Chartered Accountants(Firm Registration No. 329271E) stating their unwillingness to continue as the StatutoryAuditors of the company from the conclusion of the ensuing Annual General Meeting and onthe recommendation of the Audit Committee M/s. Dharmaraj& Co. (FirmRegistration No. 013630S) Chartered Accountants are proposed to be appointed as Auditorsof the Company to hold office from the conclusion of the 8th Annual GeneralMeeting till the conclusion of the 13th Annual General Meeting of the Companyto be held in the year 2021 (subject to ratification of their appointment at every AGM).

b. Secretarial Auditors:

M/s. Vishal Garg & Associations Company Secretaries were appointed to conduct theSecretarial Audit of the Company for the FY 2015-2016 as required under the Section 204of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the FY2015-2016is appended as Annexure VII to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:

(i) by the Statutory Auditors in the Audit Report:

The Auditors’ report does not contain any qualifications reservations or adverseremarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

a. The Company has not appointed a Company Secretary and/or Compliance Officer in termsof Section 203 (1)(ii) of the Companies Act 2013 and Regulation 6(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

The Board with respect to the above mentioned qualification herewith submits that theBoard is in process of identifying a suitable candidate for the position of CompanySecretary cum Compliance Officer.

b. The Company has not appointed an Auditor/Firm of Auditors who has/have subjectedhimself/themselves to peer review process and holds a valid certificate issued by PeerReview Board of Institute of Chartered Accountants of India as stipulated under Regulation33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board with respect to the above mentioned qualification herewith submits that theBoard has proposed to appoint M/s. Dharmaraj& Co. (Firm Registration No. 013630S)Chartered Accountants as Auditors of the Company to hold office from the conclusion ofthe 8th Annual General Meeting till the conclusion of the 13thAnnual General Meeting of the Company to be held in the year 2021 (subject to ratificationof their appointment at every AGM) However M/s. Dharamarj& Co. has not subjectedthemselves to peer review process under the Peer Review Board of Institute of CharteredAccountants It was assured by them that they shall subject themselves to peer reviewprocess under the Peer Review Board of Institute of Chartered Accountants in FY 2016-2017.

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company’s competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business segments. The Company has identified various risksand also has mitigation plans for each risk identified. The Risk Management Policy of theCompany is available on our website www.onesourcetechmedia.com.

f. Vigil Mechanism:

The Board of Directors of the Company at its meeting held on 28th July 2014has adopted the Whistle Blower Policy. Employees can report to the Management concernedunethical behavior act or suspected fraud or violation of the Company’s Code ofConduct Policy. No Employee has been denied access to the Audit Committee. Further thepolicy has been placed in the website of the Company i.e. www.onesourcetechmedia.com

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries is available on our website www.onesourcetechmedia.com.

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.

a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc is not applicable.

(ii) Foreign Exchange Earnings and Outgo:

Amount in Lacs

Particulars 2016 2015
Earnings - -
Expenditure 588.98 121.13

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.

7. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure VI tothis Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent Contractual temporary Trainees) are covered underthis policy.

During the year under review no complaints were received falling under the category ofSexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:(i) Issue of equity shares with differential rights as to dividend voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.

(iii) Redemption of Preference Shares and/or Debentures.

e. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.

f. Soliciting Shareholder’s Information :

This is to inform you that the company is in the process of updation of records of theshareholders in order to reduce the physical documentation as far as possible.

With new BSE Uniform listing agreement it is mandatory for all the investors includingtransferors to complete their KYC information. Hence we have to update your PAN No.Phone no. and e-mail id in our records. We would also like to update your currentsignature records in our system.To achieve this we solicit your co-operation in providingthe following details and further request you to update all your records with yourDepository Participant (DP).

8. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company’sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.

By Order of the Board of Directors
For ONESOURCE TECHMEDIA LIMITED
Sd/- Sd/-
FAYAZ USMAN FAHEED SAMIA FAHEED
Date: 31st August 2016 (DIN: 00252610) (DIN: 02967081)
Place: Chennai Managing Director Director

Annexure I

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm’s lengthbasis:

There were no contracts or arrangements or transactions entered in to during the yearended 31st March 2016 which were not at arm’s length basis.

2. Details of contracts or arrangements or transactions at Arm’s lengthbasis:

I

(a) Name (s) of the related party & nature of relationship Mr. Fayaz Usman Faheed
(b) Nature of contracts/arrangements/transaction Interest free loan from Managing Director
(c) Duration of the contracts/arrangements/transaction NA
(d) Salient terms of the contracts or arrangements or transaction including the value if any a. Interest free loan from Managing Director for an aggregate sum of Rs. 5 Crores in one or more trenches being unsecured in nature free of any interest charges to be repaid by the company on demand.
b. Interest free loan from Managing Director for an aggregate sum of Rs. 10 Crores in one or more trenches being unsecured in nature free of any interest charges to be repaid by the company on demand.
c. Interest free loan from Managing Director for an aggregate sum of Rs. 15 Crores in one or more trenches being unsecured in nature free of any interest charges to be repaid by the company on demand.
(e) Date of approval by the Board 27.01.2015 10.02.2016 & 30.05. 2016
(f) Amount of Transaction during the FY Rs. 446.02 Lacs
(g) Amount paid as advances if any during the FY NA

 

By Order of the Board of Directors
For ONESOURCE TECHMEDIA LIMITED
Sd/- Sd/-
FAYAZ USMAN FAHEED SAMIA FAHEED
Date: 31st August 2016 (DIN: 00252610) (DIN: 02967081)
Place: Chennai Managing Director Director