The Board of Directors of your Company take great pleasure in presenting the 12thAnnual Report on the business and operations of your Company ("the Company" or"One Point One Solutions Limited") along with the Audited Financial Statementsfor the financial year ended 31st March 2020. The consolidated performance of the Companyand its subsidiaries has been referred to wherever required.
The performance of the Company for the financial year 2019-20 is summarised below:
|Particulars || |
| ||FY 2019-20 ||FY 2018-19 ||FY 2019-20 ||FY 2018-19 |
|Revenue from operations ||12508.61 ||15270.88 ||12508.61 ||14595.89 |
|Other Income ||202.68 ||26.66 ||35.66 ||26.29 |
|Total Revenue ||12711.29 ||15297.54 ||12544.27 ||14622.18 |
|Operating Expenses ||9741.56 ||12408.49 ||9653.85 ||12127.04 |
|Earnings before Interest Tax Depreciation & Amortization (EBITDA) ||2969.73 ||2889.05 ||2890.42 ||2495.14 |
|Depreciation and Amortization ||2859.80 ||1605.28 ||2703.86 ||1355.63 |
|Financial Charges ||896.93 ||62.53 ||891.57 ||58.75 |
|Earnings before Tax and exceptional item ||(787.01) ||1221.24 ||(705.01) ||1080.75 |
|Extra-Ordinary Item ||1849.77 || ||1849.77 || |
|Earnings before Tax (EBT) Tax Expenses : ||(2636.77) ||1221.24 ||(2554.77) ||1080.75 |
|Current Tax: Provision for Income Tax ||0 ||293.88 ||0 ||233.23 |
|MAT Credit Entitlement ||0 ||64.10 ||0 ||44.44 |
|Deferred Tax Liability (Assets) ||(678.63) ||(150.51) ||(655.53) ||(96.64) |
|Short Provisions Adjustments: Earlier Years (Net) ||6.62 ||6.43 ||(0.72) ||3.57 |
|Profit After Tax ||(1964.76) ||1007.34 ||(1898.53) ||896.15 |
RESULT FORM OPERATIONS:
The Consolidated revenue from operations have decreased slightly from Rs. 15270.88lakh to Rs. 12508.61 lakh decrease of Rs. 2762.27 lakh (18.09%) over the previousfinancial year. The consolidated Profit after tax have decreased from Rs. 1007.34 lakh toRs. (1964.76) lakh. A detailed analysis of the consolidated results forms part of theManagement Discussion Analysis Report provided separately as a part of Annual Report.
The Standalone revenue from operations have decreased slightly from Rs. 14595.89 lakhto Rs. 12508.61 lakh decrease of Rs. 2087.28 lakh (14.30%) over the previous financialyear. The Standalone Profit after tax (PAT) have decreased from Rs. 896.15 lakh to Rs.(1898.53) lakh.
In the absence of profit during the financial year 2019-20 dividend is not recommendby Board of Directors for the year ended 31st March 2020.
INCREASE IN AUTHOURISED SHARE CAPITAL:
During the year under review the Authorised Share capital of the Company was increasedfrom Rs. 200000000 to Rs. 300000000 vide ordinary resolution passed by the Membersof the Company on " 15th April 2019 by way of Postal Ballot.
INCREASE IN SHARE CAPITAL:
Pursuant to the approval of the Board of Director vide its resolutions dated 11thMarch 2019 and Shareholders vide its resolution dated 26th April 2019 theCompany has allotted 8358250 (Eighty Three Lakh Fifty Eight Thousand Two Hundred FiftyOnly) bonus shares having face value of Rs.10/- each (Rupees Ten Only). Consequently thePaid up Share capital of the Company was increased from Rs. 167165000/- (Rupees SixteenCrore Seventy One Lakh Sixty Five Thousand only) consisting of 16716500 (One CroreSixty Seven Lakh Sixteen Thousand Five Hundred) Equity Shares of Rs.10/- (Rupees Ten) eachto Rs. 250747500 (Rupees Twenty Five Crore Seventy Seven Lakh Forty Seven Thousand FiveHundred only) consisting of consisting of 25074750 (Two Crore Fifty Lakh Seventy FourThousand Seven Hundred Fifty) Equity Shares of Rs.10/- (Rupees Ten) each.
TRANSFER TO RESERVES:
In the absence of profit during the financial year 2019-20 no amount was transferredto the Reserves.
CONSOLIDATED FINANCIAL STATEMENT AND SUBSIDIARY COMPANIES:
In accordance with Section 129(3) of the Companies Act 2013 and in view ofnotification issued by the Ministry of Corporate Affairs on Ind-AS the Company hasprepared consolidated financial statements of the Company and all its subsidiaries as perInd-AS which forms part of this Annual Report. As on 31st march 2020 the Company had OneDomestic Subsidiary Company viz. Silicon Softech India Limited. The Company has a policyon material subsidiaries pursuant to Regulation 16 of the SEBI (LODR) Regulations 2015.The same is available on the website of the Company viz:https://www.1point1.in/BPO-Solutions. A summary of the financial performance of each ofthe Subsidiary companies in the prescribed Form AOC-1 is appended as Annexure 1 to theFinancial Statements of the Company. In accordance with Section 136 of the Companies Act2013 the audited financial statements including the consolidated financial statementsand related information of the Company and audited accounts of each of the subsidiaries ofthe Company are available on the website of the Company - http://www.1point1.in
AUDITORS AND AUDITORS' REPORT:
Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Vinod Kumar Jain & Co. CharteredAccountants were appointed as Statutory Auditors of the Company. The Auditors' Report tothe Members on the Accounts of the Company for the year ended 31stMarch 2020does 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 andthe rules framed there under relating to conservation of energy technology absorptionforeign 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 offersherself 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 Governancewhich forms part of this Annual Report.
- Mr. Arjun Bhatia was appointed as Independent Director of the Company w.e.f. 23 rdApril 2019.
- Mr. Bharat Dighe was re-appointed as Independent Director of the Company for a periodof 5 (Five) year's w.e.f. 1st September 2019.
- Mr. Chandrasekhar Yerramalli was re-appointed as Independent Director of the Companyfor 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 theBoard of Directors has undertaken an annual evaluation of its own performance its variousCommittees and individual directors. The manner in which the performance evaluation hasbeen carried out has been given in detail in the Corporate Governance Report annexed tothis Report. The policy of the Company on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under Section 178(3) of the Act and Part D ofSchedule II of the Listing Regulations adopted by the Board is appended as Annexure 3 tothe Directors' Report. We affirm that the remuneration paid to the directors is as per theterms 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 tofamiliarize them with their roles rights responsibilities nature of the IndustryCompany's strategy business plan operations markets products etc. The details of theCompany's Familiarisation Programme is available on the Company's website - web link:http://www.1point1.in
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent Directors ofthe Company confirming that they meet the criteria of independence laid down in Section149(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 ofattendance of directors at the said meetings are given in the report on CorporateGovernance Report which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 of the Companies Act 2013 your Directorsstate that:
a. in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with no materialdepartures;
b. appropriate accounting policies have been selected and applied consistently andbased on judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe profit of the Company for the year ended on that date;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 Companyand that such internal financial controls are adequate and were operating effectively; andf. the proper systems to ensure compliance with the provisions of all applicable laws arein place and were adequate and operating effectively.
The Board has appointed M/s. MMJB and Associates LLP Practicing Company Secretariesto conduct Secretarial Audit for the financial year 2019-20. There are no materialobservations/ declarations/ reservations in the secretarial audit report affectingfunctioning of the Company. The Secretarial Audit Report in prescribed format is annexedas Annexure 4 to this Report which is self-explanatory.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Report as Annexure 5. The statementcontaining particulars of employees as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. Further the report and thefinancial 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 excludingthe aforesaid information is being sent to the members of the Company. The saidinformation is open for inspection at the registered office of the Company during workinghours and any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request. Further the Annual Report includingthe aforesaid information is also available on the Company's websitehttp://www.1point1.in.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website at http://www.1 point1 .in/Code_Conduct.php. This policydeals with the review and approval of related party transactions. The Board of Directorsof the Company has approved the criteria for making omnibus approval by the AuditCommittee within the overall framework of the policy on related party transactions. Prioromnibus approval is obtained for related party transactions which are of repetitive natureand entered in the ordinary course of business and on arm's length basis. All relatedparty transactions are placed before the Audit Committee for review and approval. Allrelated party transactions entered during the Financial Year were in ordinary course ofthe business and on arm's length basis. During the year the Company had not entered intoany contract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions. Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC 2 appended as Annexure 6 to thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not granted any loans guarantees and investments covered under Section186 of the Companies Act 2013 during the financial year ended 31st March2020.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company is committed to Corporate Social Responsibility (CSR) and stronglybelieves that the business objectives of the Company must be in congruence with thelegitimate development needs of the society in which it operates. The Company hasimplemented various CSR projects in accordance with Schedule VII of the Companies Act2013 and a detailed report on CSR activities is given in Annexure 7 forming part of thisReport. Pursuant to the provisions of the Section 135 of the Companies Act 2013 (theAct) your Company has constituted a CSR Committee to monitor the CSR activities of theCompany details of which are provided in the Corporate Governance Report forming part ofthis Report.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company in prescribed format is annexed herewith asAnnexure 8 to this Report.
RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:
The Company has in place mechanism to inform Board Members about the Risk Assessmentand Minimization procedures which are periodically reviewed to ensure that risk iscontrolled by the Executive Management. The Company has also formulated Risk ManagementPolicy to review and control risk. Details in respect of adequacy of internal financialcontrols with reference to the Financial Statements are given in the Management'sDiscussion and Analysis which forms part of this Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL)
Your Company has zero tolerance for sexual harassment at workplace and as per therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 ('Act') and Rules made there under your company has constituted anInternal Complaints Committees (ICC) and during the year no cases were reported to theICC.
HUMAN RESOURCES (HR):
The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interests of allemployees with the long term organizational goals.
Your Directors state that no disclosure and/or reporting is required in respect of thefollowing 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 anyscheme;
- Neither the Managing Director nor the Whole- = time Directors of the Company receiveremuneration or commission from any of its subsidiaries;
- No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;
- There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report;
The Board wishes to place on record its gratitude for the assistance and co-operationreceived from Banks Government Authorities Customers Vendors and all its shareholdersfor the trust and confidence reposed in the Company. The Board further wishes to recordits sincere appreciation for the significant contributions made by employees at all levelsfor their commitment dedication and contribution towards the operations of the Company.
By Order of the Board
For One Point One Solutions Limited
Chairman & Managing Director DIN No.:00958197
Place: Navi Mumbai Date: 7thAugust 2020
MMJB & Associates LLP.
803-804 8th Floor Ecstasy City of Joy JSD Road Mulund West
Mumbai 400080 (T) 022-21678100