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Onesource Ideas Venture Ltd.

BSE: 530805 Sector: Financials
NSE: N.A. ISIN Code: INE125F01024
BSE 00:00 | 18 Feb 18.50 0
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NSE 05:30 | 01 Jan Onesource Ideas Venture Ltd
OPEN 18.50
PREVIOUS CLOSE 18.50
VOLUME 8000
52-Week high 27.30
52-Week low 17.20
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 18.50
Sell Qty 2000.00
OPEN 18.50
CLOSE 18.50
VOLUME 8000
52-Week high 27.30
52-Week low 17.20
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 18.50
Sell Qty 2000.00

Onesource Ideas Venture Ltd. (ONESOURCEIDEAS) - Chairman Speech

Company chairman speech

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2018.

1. Results of our Operations:

The Company’s financial performance for the year ended 31st March 2018 issummarised below;

Standalone

(Amount in Rs. Hundreds)

Particulars FY 2017-2018 FY 2016-2017
Revenue from Operations 20000 9950
Other Income 5998 33
Total Income 25998 9983
Total Expenses 24760 14425
Profit Before Tax & Extraordinary Items 1238 (4443)
Tax Expense
-Current Tax 913 -
-Deferred Tax Liability/(Assets) - -
Net Profit/(Loss) for the Year 325 (4443)

Consolidated

(Amount in Rs. Hundreds)

Particulars FY 2017-2018
Revenue from Operations 93162
Other Income 22932
Total Income 116094
Total Expenses 110848
Profit Before Tax & Extraordinary Items 5246
Tax Expense
-Current Tax 1514
-Deferred Tax Liability/(Assets) -
Net Profit/(Loss) for the Year 3732

a. Review of operations and affairs of the Company:

During the year under review the Company has earned a Net Profit of Rs. 3.25 Lacs ascompared to loss of Rs.4.44/- Lacs in previous year. Further During the Year Companyacquired a Subsidiary and the Consolidate Net Profit for the year stood at Rs. 37.32/-Lacs. Your Company is constantly looking for various new avenues in the segment ofConsultancy Advisory and Investing/Trading of Shares and securities.

b. Dividend:

The Directors of your company has not recommended any dividend in the current year.

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:

It is hereby informed that the Company has neither give any Loans nor it has given anyguarantee or provided any securities. However During the year under review the Company hasinvested surplus funds in various securities in the ordinary course of business. As perSection 186 (4) of the Companies Act 2013 the details of the Non-Current Investments(Quoted and Un Quoted) of the Company are disclosed in the Note No 4 of the financialstatements.

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

The Company has not entered into any Contracts or arrangements with related partiesreferred to in section 188(1) of the Companies Act 2013 during the financial underreview except to the extent of remuneration to Managing Director of the Company. ThePolicy on Related Party Transaction is available on our website www.osivl.com.

g. Variation in market Capitalization:

The BSE vide its Notice No. 20170413-18 dated April 13 2017 have informed the TradingMembers of the Exchange that the suspension in trading of equity shares of the Companywill be revoked w.e.f April 21 2017. Thus the Trading in the Equity Shares of the Companyresumed w.e.f. April 21 2017. Keeping the above stated fact in view the company is notable to provide any Market Price data for the securities of the Company in comparison tothe previous year. However the variation in the Market Capitalization of the Company as on24th April 2017 (The date on which the first trading in the script of the Company wasexecuted on the BSE Platform) and 31st March 2018 is as follows:

Particulars As at 31st March 2018 As at 24th April 2017 Increase / Decrease in %
Market Value per share 21.75 13.12 65.78
No. of Shares 3075000 225000
Market Capitalization 66881250.00 2952000.00
EPS 0.01 -1.97 100.51
Price earnings ratio 2175.00 -6.66 32758.16
Percentage increase/decrease in the Market Price of the Shares in comparison 35.94

1 The Preferential issue of the Company in the FY 2017-2018 was brought out at a rateof Rs. 10/- per share with a premium of Rs.6/- 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 &Disclosure Requirements)Regulations 2015 is appended as Annexure I to thisreport.

15

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. Human Resource Management:

To ensure good human resources management at Onesource Ideas Venture Limited we focuson all 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 details of remuneration of Directors and Employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure II 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.

Further as on 31st March 2018 the Company had 1 employees and the Disclosure withrespect to details of the Top 10 employees as on 31st March 2018 in pursuance to Rule5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as mentioned below:

PARTICULARS 1 2 3
Name of the Employee Babu Madhurai Muthu Suguna Yuvraj
Age 33 31 22
Designation Accounts Managers CFO House Keeping
Nature of Employment Permanent Permanent Permanent
Salary drawn Per Month as on 31.03.2018 (Rs) 21000/- 20000/- 12000/-
Qualification BCS B.Com +2
Experience (in years) 12 5 3
Date of Joining 01.10.2017 01.09.2017 01.10.2017
Particulars of previous employment CFO CFO House Keeping

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

b. Details w.r.t. to Managing Director of the Company:

It is herewith informed you that during the year the Managing Director of the Companyhas changed her name from "Venodhini Babu" to "Fathima Jalal".

c. Key Managerial Personnel:

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

• Mrs. Fathima Jalal (DIN: 00479516) is the Managing Director.

ii. Company Secretary:

• The Board is in the process of identifying a suitable candidate for the post ofCompany Secretary cum Compliance Officer.

iii. Chief Financial Officer:

• Mr. Vasalakotram Sampath Sudhakar was the Chief Financial Officer of theCompany from the start of the FY till 31st August 2017and

• Ms. Suguna was inducted as the Chief Financial Officer of the Company witheffect from 01st September 2017.

3. 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 Ideas Venture 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.

As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance withthe Corporate Governance provisions as specified in regulations 17 18 19 20 2122 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply in respect of the Listed entity having paid upEquity share capital not exceeding Rs. 10 Crore and Net-worth not exceeding of 25 Croreas on the last day of the Previous financial year.

It is hereby informed that your Company during the Previous financial year (i.e.2016-2017) has the paid-up capital of Rs. 2250000 divided in to 225000 Equity Sharesof Rs. 10/- each and the Net-worth of the Company was Rs. 1.14 lakhs. Thus the compliancewith provisions of Corporate Governance in accordance with Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable to your Company.

a. Compliance Department:

For time being the Company has appointed Mrs. Fathima Jalal Managing Director as thecompliance officer of the Company w.e.f. 30th August 2016. The Board is in the process ofidentifying a suitable candidate for the post of Company 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 26th June2017 approved the;

a. Re-appointment of Mr. Bhagwati Prasad Jhunjhunwala (DIN: 00479503) who retired byrotation.

b. Re-appointment of Mrs. Fathima Jalal as the Managing Director of the company witheffect from 10th June 2018 for a period of three year ending on 09th June 2021

(ii) At the Board of Directors Meeting held on 19th July 2017 the Board approved andtook on record the following;

a. Appointment of Mr. Sankara Narayanan Sundaram (DIN: as an Additional Director cumIndependent Director of the Company w.e.f. 19th July 2017.

b. Appointment of Mr. Raji (DIN: 07302320) as an Additional Director cum IndependentDirector of the Company w.e.f. 19th July 2017.

c. Taking on record the Resignation tendered by Mr. Kesavan Suresh Kumar (DIN:06805795) Independent Director of the Company expressing his inability to continue as theDirector of the Company and the same was accepted by the Board and he was relived from theDirectorship of the Company w.e.f. the closing hrs of 19th July 2017.

d. Taking on record the Resignation tendered by Mr. Dharmaraj Nagendran (DIN:07000696) Independent Director of the Company expressing his inability to continue as theDirector of the Company and the same was accepted by the Board and he was relived from theDirectorship of the Company w.e.f. the closing hrs of 19th July 2017.

(iii) At the Board of Directors Meeting held on 01st June 2018 the Board approved andtook on record the following

a. Appointment of Mr. Rohit Jhunjhunwala (DIN: 05137993) as an Additional Director ofthe Company w.e.f. 01st June 2018.

b. Taking on record the Resignation tendered by Mr. Bhagwati Prasad JhunjhunwalaDirector of the Company expressing his inability to continue as the Director of theCompany and the same was accepted by the Board and he was relived from the Directorship ofthe Company w.e.f. the closing hrs of 01st June 2018.

In compliance with the Companies Act 2013 the following directors are proposed to beappointed/re-appointed as Director/Independent Directors/Executive Director of the Companyby the approval of the Share Holders of the Company;

(i) Mr. Sankara Narayanan Sundaram is proposed to be appointed as the IndependentDirector of the Company for a period of 5 years

(ii) Mr. Raji is proposed to be appointed as the Independent Director of the Companyfor a period of 5 years

(iii) Mr. Rohit Jhunjhunwala is proposed to be appointed as the Non-Executive Directorof the Company.

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.osivl.com.

d. Details with regards to meeting of Board of Directors and attendance during the yearof the Company:

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

Name of the Director Designation Category
Ms. Fathima Jalal Managing Director Executive Director
Mr. Sankara Narayanan Sundaram Director Independent Director
Mr. Raji Director Independent Director
Mr. Rohit Jhunjhunwala Director Non-Executive Director

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

During the FY 2017-2018 13 (Twelve) meetings of the Board of Directors of the Companywere held i.e. on 12th May 2017 27th May 2017 10th July 2017 14th July 2017 19th July2017 08th August 2017 12th August 2017 31st August 2017 13th November 2017 09thJanuary 2018 06th February 2018 13th February 2018 and 15th March 2018.The gap betweentwo meetings did not exceed 120 days. The attendance of the members at the Board ofDirectors meetings was as follows:

Name of Director Attendance Particulars No. of Director- ships in other Public Company* No. of Chairmanship/ Membership of Board Committees in other Companies#
Board Meeting Last AGM Chair- man Member
Mrs. Fathima Jalal 13 YES 2 - -
Mr. Bhagwati Prasad 13 YES NA NA NA
Jhunjhunwala 3
Mr. Kesavan Suresh Kumar 1 5 NO NA NA NA
Mr. Dharmaraj Nagendran 1 5 YES NA NA NA
Mr. Sankara Narayanan Sundaram 2 8 NA NA NA NA
Mr. Raji 2 8 NA 2 - 3
Mr. Rohit Jhunjhunwala 6 NA NA 1 - -

Note:

*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 (1) (b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Membership/Chairpersonship of only the Audit Committeesand Stakeholders’ Relationship Committee in all Public Limited Companies has onlybeen considered.

1 Resigned with effect from 19th July 2017

2 Appointed with effect from 19th July 2017

3 Resigned with effect from 01st June 2018

4 Appointed with effect from 01st June 2018

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 2018 the Board consist of 4Members 1 of whom is an Executive Director and 1 of whom is a Non-Executive PromoterDirector (Chairman) and the 2 others are Independent Directors. The Board periodicallyevaluates the need for 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 available on the Company Website: www.osivl.com. 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(s) underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

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 conduct programs/presentations periodically to familiarize the Independent Directors with the strategyoperations 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.osivl.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.

(i) The details of the composition of the Committees as on the date of this Reportis mentioned below:

Name of the Committee Name of the Company Member Position in the Committee
Mr.Sundaram Sankarnarayanan Chairman
Audit Committee Mr. Raji Member
Mrs. Fathima Jalal Member
Nomination and Remuneration Committee Mr.Sundaram Sankarnarayanan Chairman
Mr. Raji Member
Mr. Rohit Jhunjhunwala Member
Stakeholders Relationship Committee Mr.Sundaram Sankarnarayanan Chairman
Mr. Raji Member
Mrs. Fathima Jalal Member

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

During the financial year under review The Audit Committee Meetings was held seventimes in a year viz. on 12th May 2017 27th May 2017 14th July 2017 12th August 201713th November 2017 09th January 2018 and 13th February 2018 and the attendance of themembers at the Audit Committee meetings was as follows:

Attendance Particular
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr. Kesavan Suresh Kumar 1 3 3
Mr. Dharmaraj Nagendran 2 3 3
Mrs. Fathima Jalal 7 7
Mr.Sundaram Sankarnarayanan 3 4 4
Mr. Raji 4 4 4

Note

1 He resigned from the Board of Directors of the Company w.e.f. 19th July 2017 thusvacating the position of Committee Member and Chairmanship.

2 He resigned from the Board of Directors of the Company w.e.f. 19th July 2017 thusvacating the position of Committee Member.

3 He was inducted as the Committee member and Chairman w.e.f. 20th July 2017 4 He wasinducted as the Committee member w.e.f. 20th July 2017

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

During the financial year under review The Nomination and Remuneration CommitteeMeetings was held 4 times in a year viz. 27th May 2017 19th July 2017 08th August2017 and 31st August 2017 the attendance of the members at the Nomination and RemunerationCommittee meeting was as follows:

Attendance Particular
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr. Kesavan Suresh Kumar 1 2 2
Mr. Dharmaraj Nagendran 2 2 2
Mr. Bhagwati Prasad Jhunjhunwala 5 4 4
Mr. Sundaram Sankarnarayanan 3 2 2
Mr. Raji 4 2 2
Mr. Rohit Jhunjhunwala 6 NA NA

Note

1 He resigned from the Board of Directors of the Company w.e.f. 19th July 2017 thusvacating the position of Committee Member and Chairmanship.

2 He resigned from the Board of Directors of the Company w.e.f. 19th July 2017 thusvacating the position of Committee Member.

3 He was inducted as the Committee member and Chairman w.e.f. 20th July 2017

4 He was inducted as the Committee member w.e.f. 20th July 2017

5 He resigned from the Board of Directors of the Company w.e.f. 01st June 2018 thusvacating the position of Committee Member.

6 He was inducted as the Committee member w.e.f. 01st June 2018

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

During the financial year under review Stakeholder Relationship Committee Meetingswere held Five times in a year viz. 27th May 2017 10th July 2017 12th August 2017 13thNovember 2017 and 13th February 2018and the attendance of the members at the StakeholderRelationship Committee meeting was as follows:

Attendance Particular
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr. Kesavan Suresh Kumar 1 2 2
Mr. Dharmaraj Nagendran 2 2 2
Mrs. Fathima Jalal 5 5
Mr.Sundaram Sankarnarayanan 3 3 3
Mr. Raji 4 3 3

Note

1 He resigned from the Board of Directors of the Company w.e.f. 19th July 2017 thusvacating the position of Committee Member and Chairmanship.

2 He resigned from the Board of Directors of the Company w.e.f. 19th July 2017 thusvacating the position of Committee Member.

3 He was inducted as the Committee member and Chairman w.e.f. 20th July 2017 4 He wasinducted as the Committee member w.e.f. 20th July 2017

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 the Company are listed on BSE Limited having its office at P. J.Towers Dalal Street Fort Mumbai – 400001.

Your Company paid the Listing Fees to the BSE Limited for FY 2017-18 as well as for2018-19 in terms of Erstwhile Listing Agreement and Uniform Listing Agreement entered withthe said Stock Exchange(s).

k. 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.osivl.com.

4. Auditors:

a. Statutory Auditor:

M/s. K D M AND CO. Chartered Accountants (Firm Registration No. 013630S) StatutoryAuditors of the Company will retire at the conclusion of the ensuing AGM. The AuditCommittee and the Board of Directors have recommended appointment of M/s. N.Sankaran &Co. Chartered Accountants (Firm Reg. No-003590S) as new Statutory Auditors of theCompany for a consecutive term of 5 years. Pursuant to the provisions of Sections 139140 141 and 142 and other applicable provisions if any of the Companies Act 2013("the Act") and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) theCompany has received a letter of the M/s. N.Sankaran & Co. Chartered Accountants(Firm Reg. No-003590S) stating that if they get appointed as the Statutory Auditors ofthe Company they would be within the limits as prescribed in the provisions of theCompanies Act.

Further it is brought to your notice that the Company has not able to find StatutoryAuditors who has/have subjected himself/themselves to peer review process and holds avalid certificate issued by Peer Review Board of Institute of Chartered Accountants ofIndia as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board of Directors recommend passing of the resolution for appointment of newStatutory Auditors at the ensuing AGM.

b. Secretarial Auditors:

The Board of Directors at the meeting held on 12th May 2017 had appointed Ms. DeepikaK (COP: 18437) as the Secretarial Auditor of the Company for the FY 2017-2018 however Ms.Deepika K (COP: 18437) issued a letter showcasing her inability to conduct the secretarialAudit of the Company for the FY 2017-2018

The Board of Directors at the meeting held on 01st June 2018 had appointed Mr. SoneshJain Practicing Company Secretary (COP: 11865 MNo: F9627) to carry out Secretarial Auditunder the provisions of Section 204 of the Act for the financial year 2017-2018

The Secretarial Audit Report for the FY 2017-2018 is appended as Annexure III tothis report

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

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

The Statutory Auditor report does not contain any qualifications reservations oradverse remarks.

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

a. 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 theCompany has not able to find Statutory Auditors who has/have subjected himself/themselvesto peer review process and holds a valid certificate issued by Peer Review Board ofInstitute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

b. 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 from 30th August 2016 tillthe end of the FY 2017-2018.

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. Therefore for the time being Mrs. Fathima JalalManaging Director has been appointed as the compliance officer of the Company.

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.osivl.com.

f. Vigil Mechanism:

The Company has established a mechanism for Director’s and employee’s toreport their concerns relating to fraud malpractice or any other activity or event whichis against the interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concernedunethical behaviour act or suspected fraud or violation of the Company’s Code ofConduct Policy. No Employee has been denied access to the Audit Committee. The WhistleBlower Policy is available on our website www.osivl.com.

g. Statement on Material Subsidiary:

The Shareholders are hereby informed that during the FY 2017-2018 the Board ofDirectors of the Company at its meeting held on 14th July 2017 have entered to a SharePurchase and Shareholders Agreement ("SPSA") with M/s. Avancera BusinessSolutions Private Limited A Company incorporated under the Provisions of Companies Act2013 ("Target Company") and Mr. Dasthagir Sheriff & Mrs. Jyotsna Vasudevan("Promoters of the Target Company").

In terms of the said SPSA on 7th August 2017 M/s. Avancera Business SolutionsPrivate Limited became the Subsidiary Company of M/s. Onesource Ideas Venture Limitedhaving a told control of 53.96% in the said Subsidiary.

The Board of Directors have reviewed the affairs of the subsidiaries. In accordancewith Section 129(3) of the Companies Act 2013 we have prepared consolidated financialstatements of the Company with that of its subsidiary which form part of the AnnualReport. Further a statement containing the salient features of the financial statement ofour subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to theBoard s report. The statement also provides the details of performance financial positionof the subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of our subsidiary are available on our websitewww.osivl.com. These documents will also be available for inspection during business hoursat our registered office in Chennai India.

The Policy on Identification of Material Subsidiaries is available on our websitewww.osivl.com.

5. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act 2013 all companies having anet worth of Rs.500 crore or more or a turnover of Rs.1000 crore or more or a net profitof Rs.5 crore or more during any financial year are required to constitute a CSR committeeand hence our Company do not meet the criteria as mentioned above the Company has notconstituted any Corporate Social Responsibility Committee; and has not developed andimplemented any Corporate Social Responsibility initiatives and the provisions of Section135 of the Companies Act 2013 is not applicable to 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 disclosures regarding impact of measureson cost of production of goods total energy consumption etc are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

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

(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.

6. 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 V 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. Reporting of Fraud by Auditors:

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

e. Soliciting Shareholders Information:

This is to inform you that the company is in 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.

Further in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20thApril 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated16th July 2018 have requested all the listed companies to comply with the proceduresmentioned in the Circulars. To achieve this we solicit your co-operation in providing thefollowing details to us;

If you are holding the shares in dematerialized form you may update all your recordswith your Depository Participant (DP).

If you are holding shares in physical form you may provide the following:

i. Folio No.

ii. Name

iii. Pan No.

iv. E-mail ID

v. Telephone No.

vi. Specimen Signatures (3 in Nos.)

f. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08th June2018 the shares of the Company can be transferred only in dematerialised form w.e.f.December 05 2018 and thus with a view to facilitate seamless transfer of shares in futureand as advised by the Stock Exchanges the shareholders holding shares in physical formare to be advised to dematerialise their shareholding in the Company.

g. Issue of Equity Share Capital:

The company made necessary submissions to BSE Limited w.r.t the in-principal approvalfor the allotment of 2850000 equity shares on preferential basis and received thein-principle approval on 22nd June 2017.

Further in continuation with the in-principle approval and pursuant to the Specialresolution passed at the Annual General Meeting held on 26th June 2017 w.r.t theallotment of shares the company authorized the Board of Directors to issue and allot2850000 equity shares on preferential basis to promoters and/or other individuals.

Subsequently the Board of Directors at their Board Meeting held on 10th July 2017allotted the shares on preferential basis and increased the Paid up Share Capital of theCompany from Rs. 2250000/- divided into 225000 Equity Shares of Rs. 10/- per share toRs. 30750000/- divided in to 3075000 Equity Shares of Rs. 10/- per share.

Further upon allotment the company made an Application to BSE Limited for Listing of2850000 equity shares issued on preferential basis and received the Listing approval on22nd August 2017 and trading notice on 25th September 2017.

h. Utilization of the Proceeds from Preferential Allotment:

In continuation to the above Utilization of the proceeds is as under;

Particulars (Amount in Hundreds)
Issue Proceeds 456000
Preferential Proceeds Utilization: (Amount in Hundreds)
Working Capital Requirement 15620
Paying Portfolio of Quoted Securities 180000
To acquire a business and/or invest in a subsidiary company having growth potential of businesses 175380
Fixed Deposits 85000

i. 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 orotherwise.

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

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

7. 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 IDEAS VENTURE LIMITED
Sd/- Sd/-
FATHIMA JALAL ROHIT JHUNJHUNWALA
DATE : 14.08.2018 (DIN: 00479516) (DIN: 05137993)
PLACE : CHENNAI MANAGING DIRECTOR DIRECTOR