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Objectone Information Systems Ltd.

BSE: 535657 Sector: IT
NSE: N.A. ISIN Code: INE860E01011
BSE 00:00 | 17 Feb 0.57 0.02
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NSE 05:30 | 01 Jan Objectone Information Systems Ltd
OPEN 0.57
PREVIOUS CLOSE 0.55
VOLUME 100
52-Week high 3.65
52-Week low 0.55
P/E 2.19
Mkt Cap.(Rs cr) 1
Buy Price 0.57
Buy Qty 19900.00
Sell Price 0.58
Sell Qty 2000.00
OPEN 0.57
CLOSE 0.55
VOLUME 100
52-Week high 3.65
52-Week low 0.55
P/E 2.19
Mkt Cap.(Rs cr) 1
Buy Price 0.57
Buy Qty 19900.00
Sell Price 0.58
Sell Qty 2000.00

Objectone Information Systems Ltd. (OBJECTONEINFORM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report on theoperations of ObjectOne Iformation Systems Limited together with the audited financialstatements for the year ended March 31 2019. The financial results of the Company are asfollows:

1 Financial Results

Particula rs

Consolidated

Standalone

2018-19 2017-18 2018-19 2017-18
Total Inco me 2639.04 2337.68 693.65 527.00
Operating profit (PBDIT) 96.19 (166.84) 88.32 (177.87)
Depreciation 25.13 28.80 24.89 28.58
Profit before tax (PBT) 46.02 (222.48) 38.55 (233.03)
Income Tax and Deferred Tax (1.30) 3.00 (2.42) 3.00
Profit after tax (PAT) 47.32 (225.48) 40.97 (236.03)

2 STATE OF AFFAIRS OF COMPANY.

CONSOLIDATED

The Consolidated income of Rs. 2639.04 lakhs during the year against previous yearincome of Rs. 2337.68 lakhs and Net profit of Rs.47.32 lakhs during the year againstprevious year Net loss of Rs. 225.48 lakhs STANDALONE

The Standalone income of Rs. 693.65 lakhs during the year against previous year incomeof Rs. 527.00 lakhs and Net Profit of Rs. 40.97 lakhs during the year against previousyear Net Loss of Rs. 236.03 lakhs.

BUSINESS OVERVIEW:

During the year under review your company has seen fluctuating business trends ourproject in mygov has been completed but the payment process has not been completed due toBureaucratic problems . We have initiated measures approaching the necessary forum forredressal of our payment issue and we are confident of resolving the issue in thefollowing months.

Youtube channel profitability has not been to the expectation as the content creationand acquisition costs have soared high because of big players entry into OTT marketsincreasing the competition and costs .

Your Company has succeeded in getting social media monitoring works from ElectionCommission and covered general elections of both Telangana and Andhra Pradesh states. welook forward to establish ourselves in this line of business.

On social media front we have got new breakthrough by getting UP Government work andtrying to expand to other State Governments.

During the current year apart from aggressively expanding Social Media application andservices your Company is adding sales force by appointing experienced marketing executivesin various cities for getting advertisers for our various properties on Internet whichwill help in increasing the revenue.

3 Share Capital

The paid up equity share capital as on 31 March 2019 was Rs.105119000 comprising of10511900 (One Crore Five Lakh Eleven Thousand Nine Hundred) equity shares of Rs.10/-each.

4 Material Changes and Commitments If any affecting the financial position of thecompany which have occured between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of theCompany.

5 Transfer To Reserves

The company had transferred an amount of Rs. 40.97 Lakhs to the General Reserve duringthe financial year 2018-19.

6 Dividend

The Board of directors has not proposed / declared any dividend for the year ended31.03.2019.

7 Particulars of Loans Guarantees or Investments

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 (Act). The details of the investments made by thecompany are given in the notes to the financial statements.

8 Internal Financial Control Systems and their adequacy

The Company has adequate system of internal controls to safeguard and protect fromloss unauthorised use or disposition of its assets. All the transactions are properlyauthorised recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for proper maintenance of books of accounts and forfinancial reporting.

9 Related Party Transactions

All the transactions with related parties are at arm's length and they fall outside thescope of Section 188(1) of the Act. Information on transactions with related partiespursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 is given in Annexure-1 in Form AOC-2 and the same forms part of this report.

10 Deposits

Your Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

11 Change in The Nature Of Business If Any

There is no material change in the nature of business affecting the financial positionof the Company for the year ended March 312019.

12 Joint Venture

Information on Joint Venture pursuant to Section 129(3) of the Act read with rule 5 ofthe Companies (Accounts) Rules 2014 is not applicable to the Company as the Company hasnot entered any Joint Venture contracts. Hence Form AOC-1 is not applicable.

13 Subsidiary Company

M/s. Stiaos Technologies Inc. is 100% wholly owned subsidiary and the details are asfollows:-

Form No. AOC - 1

(Pursuant to the first provision to sub-section 3 of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014); Salient Features of Financial Statements ofSubsidiary/associate companies/joint ventures as per Companies Act 2013

Part A : Subsidiaries

Amount in Rs. Lakhs

1. Name of Subsidiary Stiaos Technologies Inc. USA
Reporting period for the subsidiary concerned if different from the holding company's reporting period Accounting year of the Subsidiary Company - Calendar Year Following data related to FY 2018-19
Reporting currency and Exchange rate as on the last 3. date of the relevant Financial year in the case of foreign subsidiaries USD @ Rs.65/-
4. Share Capital 0.66
5. Reserves & Surp lus 148.77
6. Total Assets 1098.95
7. Total Liabilities 1098.95
8. Investments 0.00
9. Turnover 1945.39
10. Profit Before Taxation 7.48
11. Provision fo r Taxation 1.12
12. Profit after Taxation 6.36
13. Proposed Dividend 0
14. % of Shareholding 100

Pursuant to the provisions of Section 136 of the Act the financial statementsincluding consolidated financial statements are being made available on the website of theCompany www.objectinfo.com The financial statements of subsidiary companies will beavailable for inspection during business hours at the registered office of the Company andalso on the website of the Company.

14 Directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mrs.Himabindu Kantamneni retires by rotation at the forthcoming Annual General Meeting andbeing eligible offered herself for re-appointment. Your Board recommends her appointmentas Executive director liable to retire by rotation.

During the year Ms. Ramya Inala has been appointed as the Company Secretary andCompliance officer of the Company on 15th March 2019.

Pursuant to the provisions of Clause 49 of the Listing Agreement brief particulars ofthe directors who are proposed to be appointed/re-appointed are provided as an annexure tothe notice convening the Annual General Meeting.

15 Statement on the Declaration Given By The Independent Directors As Per Section149(6)

The company has received necessary declaration 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 Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

16 Policy on Directors' Appointment and Remuneration and Other Details

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and fixingtheir remuneration pursuant to the provisions of Section 178 of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

17 Number of Meetings of the Board

During the Financial Year 2018-19 five meetings of the Board of Directors of thecompany were held and the dates of the Meetings are as follows:

30th May 2018; 14th August 2018; 14th November 2018;13th February 2019 and 15th March 2019.

18 Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board carried out an annual performanceevaluation of its own performance the directors as well as the evaluation of the workingof its Audit Nomination and Remuneration and Stakeholders' Relationship Committees.Independent Directors carried out a separate evaluation on the performance of Chairman andnon Independent directors. In a separate meeting of independent directors performance ofnon-independent directors performance of the Board as a whole performance of theChairman and quality quantity and timeliness of flow of information between the Companymanagement and the Board was evaluated.

19 Report on corporate governance and management discussion and analysis report

Pursuant to SEBI (LODR) Regulations 2015 (hereinafter referred to as "ListingRegulations") a detailed report on Corporate Governance is given in this AnnualReport. A certificate from the Statutory Auditors of the Company regarding compliance withconditions of Corporate Governance is attached to the Corporate Governance report.

a) Audit Committee:

The Audit Committee of the Company constituted in terms of Section 177(1) of the Actand as per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. TheAudit Committee comprises of Ms. E. Kavitha as Chairman and Mr. B.S.N.Kumar and V.Jayaprakash Narayana as the members of the Audit Committee. The Audit Committee continuesto provide valuable advice and guidance in the areas of costing finance and internalcontrols.

During the year under review the Committee met four times on 30th May2018; 14th August 2018; 14th November 2018; 13thFebruary 2019.

b) Nomination and Remuneration Committee

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withSchedule II Part D of Listing Regulations the Nomination and Remuneration Committee isresponsible for formulating the criteria for determining qualifications positiveattributes and independence of a Director. The Nomination and Remuneration Committeecomprises of Mr. V. Jayaprakash Narayana as Chairman and Mr. B.S.N.Kumar and Ms. E.Kavitha are the members of the NRC.

During the year under review the Committee met on 30th May 2018

c) Stakeholders Relationship Committee:

A Committee of the Board designated as stakeholders relationship committee tospecifically look into the redressal of Shareholder/investor complaints and to strengtheninvestors relations. The Stakeholders Relationship Committee is reconstituted with Mr. V.Jaya Prakash Narayana as the Chairman Mr. K. Ravi Shankar and Mrs. K. Hima Bindu as themembers of the SRC. The composition of the Committee is as per the requirements of theprovisions of Section 178 of the Companies Act 2013 and the SEBI (Listing Obligation andDisclosure Requirements) regulations.

During the year under review the Committee met four times on 30th May2018; 14th August 2018; 14th November 2018; and 13thFebruary 2019

20 Auditors

Statutory Auditors

At the Annual General Meeting (AGM) held on September 29 2017 M/s. PCN &Associates (formerly known as Chandrababu Naidu & Co). Chartered AccountantsHyderabad were appointed as Statutory Auditors of the company to hold office tillconclusion of the AGM to be held in the calendar year 2022. In terms of the first provisoto Section 139 of the Companies Act 2013

There were no qualifications reservation or adverse remark in the Audit Report for theFinancial Year ended 31st March 2019.

Secretarial Audit

Mr. S Chidambaram Company Secretary in Practice Hyderabad was appointed to undertakethe Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial AuditReport is given in Annexure- II.

Explanation/ comments by the Board on Qualifications Reservations Adverse Remarks orDisclaimers made by the Statutory Auditors & the Practicing Company Secretary in theirReports:

The Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

21 Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 your Directors would like tostate that:

a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. 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 endedMarch 312019 and the profit of the Company for that financial year;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

22 Conservation Of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Conservation of Energy:

The nature of the Company's operations requires a low level of energy consumption. Researchand Development (R&D):

The Company continues to look at opportunities in the areas of research and developmentin its present range of activities.

Technology Absorption:

The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company has not imported any technology duringthe year.

Foreign Exchange Earnings and Outgo:

S.No. Purpose of 2018-19 Amount in Rs 2017-18 Amount in Rs
1 Inflow - against IT IT enabled Services and other income Rs.35324333/- Rs.24427500/-
2 Inflow - Advance against cancellation of Share Purchase Agreement - Stiaos Technologies Inc. Foreign Subsidiary Rs. 3412261/- Rs. 6282179/-
3 Outflow - For Expenses - Paid through Credit Card Rs. 454210/- Rs. 300158/-

23 Particulars of Employees

(a) The information required under section 197 of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure-3. b) Pursuant to Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 during the year under review noneof the employees of the Company employed throughout the financial year was in receipt ofremuneration for the year which in the aggregate in excess of sixty lakh rupees; none ofthe employees of the Company employed for a part of the financial year was in receipt ofremuneration for any part of the year at a rate which in the aggregate in excess offive lakh rupees per month;

None of the employees of the Company employed throughout the financial year or partthereof was in receipt of remuneration in the year which in the aggregate or as thecase may be at a rate which in the aggregate is in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company.

24 Extract Of Annual Return

As required under Section 92(3) read with section 134 of the Companies Act 2013 theannual return is placed at the Company web site www.obiect.info.com.

25 Risk Management

Pursuant to section 134 (3) (n) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the company has formulated apolicy on risk management. At present the company has not identified any element of riskwhich may threaten the existence of the company.

26 Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Whistle Blower Policy and has established a VigilMechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of Section 177(9) of the Act andRegulation 22 of Listing Regulations. The whistle blower policy is available on theCompany's website.

27 Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibility under the Companies Act2013 do not apply to the company.

28 Disclosure under the Sexual Harassment of Women At Workplace (PreventionProhibition And Redressal) Act 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

29 The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules 2014 there are nosignificant material orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.

30. Report on corporate governance and management discussion and analysis report

Pursuant to SEBI (LODR) Regulations 2015 (hereinafter referred to as "ListingRegulations") a detailed report on Corporate Governance is given in this AnnualReport. A certificate from the Statutory Auditors of the Company regarding compliance withconditions of Corporate Governance is attached to the Corporate Governance report.

A Management Discussion and Analysis report in terms of Regulation 34 of ListingRegulations is provided in a separate section and forms an integral part of this AnnualReport

31 Acknowledgments

Your Directors would like to place on record their grateful appreciation for theassistance and co-operation received from the Financial Institutions Banks Government ofIndia State Government Government Authorities Customers and Shareholders. YourDirectors place on record their appreciation of the valuable contribution made by theemployees at all levels.

FOR OBJECTONE INFORMATION SYSTEMS LIMITED

Sd/-
K. RAVI SHANKAR
(DIN 00272407)
Place : Hyderabad Managing Director
Date : 14.08.2019