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One Point One Solutions Ltd.

BSE: 535039 Sector: IT
NSE: ONEPOINT ISIN Code: INE840Y01011
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One Point One Solutions Ltd. (ONEPOINT) - Director Report

Company director report

Dear Members

Directors of your Company take great pleasure in presenting the 11th Annual Report on the business and operations of your Company and the Audited Financial Statements for the financial year ended 31st March 2019.

FINANCIAL RESULTS:

The performance of the Company for the financial year 2018-19 is summarised below:

Particulars

Consolidated

Standalone

FY 2018-19FY 2017-18FY 2018-19FY 2017-18
Revenue from operations15270.8812098.4714595.8911562.26
Other Income0.3715.31-15.19
Total Revenue15271.2512113.7814595.8911577.45
Operating Expenses12414.779690.5312133.339604.23
Earnings before Interest Tax Depreciation & Amortization (EBITDA)2856.482423.252462.561973.22
Depreciation and Amortization1584.09988.831334.43748.66
Financial Charges60.30264.3756.52247.01
Earnings before Tax (EBT)1212.091170.051071.61977.55
Tax Expenses :
Current Tax: Provision for Income Tax293.88235.46233.23196.21
MAT Credit Entitlement64.0992.3244.4357.87
Deferred Tax Liability (Assets)(149.14)(106.97)(95.27)(87.21)
Short Provisions Adjustments: Earlier Years (Net)6.435.203.57-
Profit After Tax996.83944.04885.65810.68

RESULT OF OPERATIONS:

The Consolidated revenue from operations has increased from Rs.12098.47 lakh to Rs.15270.88 lakh an increase of Rs. 3172.41 lakh (26.22%) over the previous financial year. The consolidated Profit after tax (PAT) for the year increased from Rs. 944.04 lakh to Rs. 996.83 lakh an increase of Rs. 52.79 lakh (5.59%) over the previous financial year. The Standalone revenue from operations has increased from Rs. 11562.26 lakh to Rs. 14595.89 lakh an increase of Rs. 3033.63 lakh (26.23%) over the previous financial year. The Standalone Profit after tax (PAT) increased from Rs. 810.68 lakh to Rs. 885.65 lakh an increase of Rs. 74.97 lakh (9.25%) over the previous financial year.

DIVIDEND:

Your Directors recommend a dividend of Rs.0.10 per equity share (@1%) having face value of Rs.10/- each for the year ended 31st March 2019.

INCREASE IN AUTHOURISED SHARE CAPITAL:

During the year under review the Company increased its Authorised Share Capital from Rs. 200000000 (Rupees Twenty Crores) divided into 20000000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 300000000 (Rupees Thirty Crores) divided into 30000000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten) each.

INCREASE IN SHARE CAPITAL:

During the year under review the Company has not issued/ allotted Equity Shares.

TRANSFER TO RESERVES:

During the year under review the Company transferred an amount of Rs.996.83 Lakh to the Reserves.

SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS:

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India Consolidated Financial Statements presented by the Company include the Financial Information of the Subsidiary Companies. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest as a single entity. A summary of the financial performance of each of the Subsidiary companies in the prescribed Form AOC-1 is appended as Annexure 1 to the Financial Statements of the Company. In accordance with Section 136 of the Companies Act 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries of the Company are available on the website of the Company -http://www.1 pointl .in

AUDITORS AND AUDITORS'REPORT:

Pursuant to provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s. Vinod Kumai Jain & Associates Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion ensuing Annual General Meeting. The Auditors' Report to the Members on the Accounts of the Company for the year ended 31stMarch 2019 does not contain any qualification reservation or adverse remark.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to the provisions of Section 134 of the Companies Act 2013 and the rules framed thereunder relating to conservation of energy technology absorption foreign exchange earnings and outgo forms part of this Report and is given at Annexure 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs. Neyhaa Chhabra Director of the Company retires by rotation and being eligible offers herself for re-appointment. Further as stipulated under Regulation 36 of the SEBI (LODR) Regulations 2015 her brief resume is given in the section on Corporate Governance which forms part of this Annual Report.

- Mr. Arjun Bhatia was appointed as Independent Director of the Company w.e.f. 23rd April 2019.

- Mr. Bharat Dighe was re-appointed as Independent Director of the Company for a period of 5 (Five) year's w.e.f. 1st September 2019.

- Mr. Chandrasekhar Yerramalli was re-appointed as Independent Director of the Company for a period of 5 (Five) year's w.e.f. 1st September 2019.

EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015 the Board of Directors has undertaken an annual evaluation of its own performance its various Committees and individual directors. The manner in which the performance evaluation has been carried out has been given in detail in the Corporate Governance Report annexed to this Report. The policy of the Company on directors' appointment and remuneration including criteria for determining qualifications positive attributes independence of a director and other matters provided under Section 178(3) of the Act and Part D of Schedule II of the Listing Regulations adopted by the Board is appended as Annexure 3 to the Directors' Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Your Company has put in place a Familiarisation Programme for Independent Directors to familiarize them with their roles rights responsibilities nature of the Industry Company's strategy business plan. operations markets products etc. The details of the Company's Familiarisation Programme is available on the Company's website - web link: http://www.1 pointl .in

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Listing Regulations 2015.

MEETINGS OF THE BOARD:

During the year 6 meetings of the Board of Directors were held particulars of attendance of directors at the said meetings are given in the report on Corporate Governance Report which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

PURSUANT TO THE PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 YOUR DIRECTORS STATE THAT:

a. in the preparation of the annual financial statements for the year ended 31st March 2019 the applicable accounting standards have been followed along with no material departures;

b. appropriate accounting policies have been selected and applied consistently and based on judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;

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 financial statements have been prepared on a going concern basis;

e. proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate

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

SECRETARIAL AUDITOR:

The Board has appointed M/s. MMJC and Associates LLP Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report in prescribed format is annexed as Annexure 4 to this Report.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure 5. The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report. Further the report and the financial statements are being sent to the members excluding the aforesaid statement. Further in terms of provisions of Section 136(1) of the Act the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is open for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Further the Annual Report including the aforesaid information is also available on the Company's website http://www.1 pointl .in.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: f

Your Company has formulated a policy on related t party transactions which is also available on Company's website at http://www.1 pointl .in/ Code_Conduct.php. This policy deals with the review and approval of related party transactions. of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arm's length basis. All related party transactions are placed before the Audit Committee for review and approval. All related party transactions entered during the Financial Year were in ordinary course of the business and on arm's length basis. During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 appended as Annexure 6 to this Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has not granted any loans guarantees and investments covered under Section 186 of the Companies Act 2013 during the financial year ended 31st March 2019.

CORPORATESOCIAL RESPONSIBILITY:

Your Company is committed to Corporate Social Responsibility (CSR) and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates. The Company has implemented various CSR projects in accordance with Schedule VII of the Companies Act 2013 and a detailed report on CSR activities is given in Annexure 7 forming part of this Report. Pursuant to the provisions of the Section 135 of the Companies Act 2013 (the Act) your Company has constituted a CSR Committee to monitor the CSR activities of the Company details of which are provided in the Corporate Governance Report forming part of this Report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company in prescribed format is annexed herewith as Annexure 8 to this Report. .

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has in place mechanism to inform Board Members about the Risk Assessment and Minimization procedures which are periodically reviewed to ensure that risk is controlled by the Executive Management. The Company has also formulated Risk Management Policy to review and control risk. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management's Discussion and Analysis which forms part of this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

Your Company has zero tolerance for sexual harassment at workplace and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 ('Act') and Rules made thereunder your company has constituted an Internal Complaints Committees (ICC) and during the year no cases were reported to the ICC.

HUMAN RESOURCES (HR):

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure and/or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend voting or otherwise;

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

- Neither the Managing Director nor the Whole-time Directors of the Company receive remuneration or commission from any of its subsidiaries;

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

- There have been no material changes and commitments if any affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report;

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude for the assistance and co-operation received from Banks Government Authorities Customers Vendors and all its shareholders for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment dedication and contribution towards the operations of the Company.

By Order of the Board

For One Point One Solutions Limited

Akshay Chhabra

Chairman & Managing Director

DIN No.:00958197

Place: Navi Mumbai

Date: 12th August 2019

Form AOC-1

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014:

Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in ' Lakhs)

Sr.NoParticularsDetails
1.Name of the subsidiarySilicon Softech India Limited
2.The date since when subsidiary was acquired1st April 2016
3.Reporting period for the subsidiary concerned if different from the holding company's reporting period.1st April 2018 to 31st March 2019
4.Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.Indian Rupees
5.Share capital10.00
6.Reserves and surplus439.68
7.Total assets871.99
8.Total Liabilities422.31
9.Investments0.00
10.Turnover674.98
11.Profit before taxation140.48
11.Provision for taxation29.30
12.Profit after taxation111.19
13.Proposed Dividend0.00
14.Extent of shareholding (in percentage)100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations.

NONE

2. Names of subsidiaries which have been liquidated or sold during the year.

NONE

Part B: Associates and Joint Ventures: Not Applicable

By Order of the Board

For One Point One Solutions Limited

Akshay Chhabra

Managing Director DIN No.:00958197

Place: Mumbai Date: 12th August 2019

ANNEXURE II

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO (PURSUANT TO PROVISIONS OF SECTION 134 (3) (M) OF THE COMPANIES ACT 2013 READ WITH RULES 8 (3) OF THE COMPANIES (ACCOUNTS) RULES 2014):

A. CONSERVATION OF ENERGY:

The Company has a well-organized structured and centrally controlled Energy Management system for utility and Infrastructure. Regular focus and efforts are made to improve efficiency and accuracy by modernization of high end Technology. Some of the key initiatives for conserving energy during financial year 2018-19 were as under:

- Replacement of Conventional Light with LED Lights at Registered & Corporate Office resulting in saving of electricity.

- Replacement of Conventional Motors with Energy Efficient Motors.

B. TECHNOLOGY ABSORPTION ADAPTION & INNOVATION:

Your company continued its efforts in identifying technologies that will help in its continued growth. Accordingly various new technologies were studied and from the shortlisted technologies your company is in the process of integrating new technologies.

C. RESEARCH AND DEVELOPMENT:

The Company is continuously striving to build a technology leadership position in the Business Process Management industry. There is a strong focus on research and development through a dedicated R&D team.

D. FOREIGN EXCHANGE EARNINGS & OUTGO:

(Amount in ' Lakhs)

Sr. No.ParticularsFinancial YearFinancial Year
2018-192017-18
1.Expenditure in foreign currencyNilNil
2.Earning in foreign currencyNilNil
3.Value of Imports calculated on CIF basis37.5827.22

By Order of the Board

For One Point One Solutions Limited

Akshay Chhabra

Managing Director

DIN No.:00958197

Place: Mumbai

Date: 12th August 2019

ANNEXURE III

NOHINATIIN AND DENUNEDATION PILICY OF INF HINT ONE SOLDTIONS UNITED

1. PREAMBLE

a. The Nomination and Remuneration Policy (Policy) provides a framework for remuneration to be paid to the members of the Board of Directors (Board) and Key Managerial Personnel (KMP) and the Senior Management Personnel (SMP) of One Point One Solutions Limited ('the Company).

b. This Policy has been framed by the Nomination and Remuneration Committee (Committee) of the Board of Directors (Board) and based on its recommendation approved by the Board of Directors of the Company. The Nomination and Remuneration Committee is entitled to review and amend this policy if necessary subject to Board approval.

2. OBJECTIVE:

The Policy aims to enable the Company to attract retain and motivate high quality members for the Board and executives by providing a well-balanced and performance-related compensation package taking into account all stakeholders' interests risks & opportunities industry practices and relevant corporate regulations. The Policy shall be read along with Section 178 of the Companies Act 2013 the applicable rules thereto and SEBI (LODR) Regulations 2015.

3. CRITERIA FOR IDENTIFICATION OF THE BOARD MEMBERS AND APPOINTMENTS OF SENIOR MANAGEMENT:

a. The Members of the Board shall be persons who possess appropriate qualifications skills aptitude attributes maturity knowledge and experience. The objective is to have a Board with diverse background and experience in management functions or in such areas as may be considered relevant or desirable to conduct the Company's business in an ethical and competitively superior manner.

b. An Independent Director shall be a person of integrity who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise responsibilities in a bona-fide manner in the best interests of the company; devote sufficient time and attention to professional obligations for informed and balanced decisionmaking; and assist the company in implementing the best corporate governance practices. An Independent Director should meet the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 concerning independence of directors.

c. The candidate for the appointment of KMP and SMP should possess appropriate qualifications skills aptitude attributes with relevant work experience. The candidate for KMP and SMP should also possess high level of personal and professional ethics integrity and values.

4. POLICY RELATING TO REMUNERATION:

I) POLICY FOR WHOLE - TIME DIRECTORS/MANAGING DIRECTOR/KMP/ SENIOR MANAGEMENT PERSONNEL -

Remuneration to Whole-Time Directors Key Managerial Personnel and Senior Management Personnel will involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the Company and its goals. The break-up of the pay scale and quantum of perquisites and retirement benefits shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government wherever required. If in any financial year the Company has no profits or its profits are inadequate the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of the Companies Act 2013.

II) POLICY FOR INDEPENDENT DIRECTORS -

a. Independent Directors shall receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not excSed One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

b. Independent Directors may be paid Commission within the monetary limit approved by shareholders subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act 2013. Independent Directors shall not be entitled to any stock options of the Company.

ANNEXURE V

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

I. The percentage increase in remuneration of each Director Chief Financial Officer and Company Secretary during the financial year 2018-19 and

II. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19:

Sr. NoName of Director/ KMP and DesignationRemuneration of Director/ KMP for Financial Year 2018-19% increase in Remuneration in the Financial Year 2018-19Ratio of remuneration of each Director to median
1Mr. Akshay Chhabra
Chairman and Managing Director6000000NA44.77
2Mr. Akashanand Arun Karnik
Whole-time Director5009736NA37.38
3Mr. Bharat Shashikumar Dighe
Independent Director0NANA
4Mr. Chandrasekher Yerramalli
Independent Director0NANA
5Mr. Arjun Sanjeev Bhatia
Director0NANA
6Mrs. Neyhaa Akshay Chhabra
Director0NANA
7Mr. Sunil Kumar Jha
Chief Financial Officer2310000NA17.27
8Mr. Pritesh Sonawane~
Company Secretary1038779NA7.75

III. The percentage increase in median remuneration of employees of the Company during the financial year was 1.52%.

IV. The number of permanent employees on the rolls of Company as on 31 March 2019 were 1117.

V. Average percentage increase made in the salaries of employees other than managerial personnel in the financial year is 40.29% while the increase in the remuneration of managerial personnel was 30.38%. The aggregate limit of remuneration of managerial personnel was reviewed and revised keeping in view the need for leveraging experience and expertise as well as rewarding talent and the prevailing trend in the industry.

VI. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

VII. The comparison of the each remuneration of Key Managerial Personnel against the performance of the Company during the Financial Year 2018-19 is as under:

Name of DirectorRemuneration of each KMP for FY 2018-19 (')% increase / decrease in Remuneration in the Financial Year 2018-19Comparison of remuneration of the KMPs against the performance of the Company
Mr. Akashanand Karnik Whole-time Director5009736NA

Profit Before Tax increased by 3.60 % and Profit After Tax increased by 5.59% on a consolidated basis in financial year 2018-19.

Mr. Akshay Chhabra Managing Director6000000NA

VIII. The key parameters for any variable component of remuneration availed by the Directors:

None of the Directors availed the variable component of remuneration.

IX. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the Year:

None of the employees of the Company received remuneration in excess of the highest paid Director of the Company.

X. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KMPs Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

By Order of the Board

For One Point One Solutions Limited

Akshay Chhabra

Managing Director

DIN: 00958197

ANNEXURE VI:

FORM Nl. AOC-2

Particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm's length transactions under third proviso thereto. (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis:

No contracts or arrangements or transactions were entered into by the Company with related parties during the financial year ended 31st March 2019 which were not at arm's length.

2. Details of material contracts or arrangement or transactions at arm's length basis:

There is no Material contracts or arrangements or transactions entered into by the Company with related parties during the financial year ended 31st March 2019 which were at arm's length.

By Order of the Board

For One Point One Solutions Limited

Akshay Chhabra

Managing Director

DIN: 00958197