We are pleased to present the report on our business and operations for the year ended31st March 2020.
1. Results of our Operations:
The Company's financial performance for the year ended 31st March 2020 issummarised below;
Standalone (Amount in Rs. Hundreds)
|Particulars ||FY 2019-2020 ||FY 2018-2019 |
|Revenue from Operations ||940 ||16780 |
|Other Income ||969 ||2212 |
|Total Income ||1909 ||18992 |
|Total Expenses ||197185 ||25301 |
|Profit Before Tax & Extraordinary Items ||(195275) ||(6309) |
|Tax Expense || || |
|-Current Tax ||- ||- |
|-Deferred Tax Liability/(Assets) ||(697) ||(3764) |
|Net Profit/(Loss) for the Year ||(195972) ||(2545) |
a. Review of operations and affairs of the Company:
During the year under review the Company has incurred a Net Loss of Rs. 195.97 Lacs ascompared to Net Loss of Rs. 2.55/- Lacs in previous year.
Furthermore it is brought to the notice of the stakeholders that pursuant to thespecial resolution passed by the shareholders of the company viz declaration of results ofPostal Ballot dated 07th March 2020 the Board of Directors Board of Directorsat its meeting held on 24th March 2020 sold 100% of its holding in itsSubsidiary Company i.e. Avancera Business Solutions Private Limited. The company incurreda Loss on Sale of Investment to a tune of Rs. 171.66 Lakhs.
Your Company is constantly looking for various new avenues in the segment ofConsultancy Advisory and Investing/Trading of Shares and securities.
b. Impact of Covid-19 pandemic on business operations of the Company:
There was a nationwide complete lockdown from 22nd March 2020 to 20thApril 2020 and thereafter the said nationwide lockdown extended three times cumulativelyfrom 21st April 2020 to 31st May 2020 with certain relaxations.
Further the State of Tamil Nadu has extended the said lockdown from 01stJune 2020 with certain relaxation which is also in effect on the date of this report.However during the above stated period the State of Tamil Nadu has imposed a completelockdown in the city of Chennai from 19th June 2020 to 05th July2020.
However it is imperative to state that the company is into consultancy segment and thesaid business activity can be undertaken as Work from Home pattern of working and thusyour company has not seen any major impact on its business activity due to Covid-19Pandemic.
The Directors of your company has not recommended any dividend in the current year.
d. Transfer to Reserves:
The Company has not proposed to transfer any amount to any reserve.
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.
f. Particulars of loans guarantees or investments:
The Company has neither given any guarantees nor provided any security during theFinancial Year under review. Further during the year under review the company has providedLoans and made investments in Securities and the details of the same has been provided inthe Financial Statements of the Company.
g. Particulars of contracts or arrangements made with related parties:
The Company had 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 the Key Managerial Personnel. The Policyon Related Party Transaction is available on our website www.osivl.com.
h. Variation in market Capitalization:
The variation in the Market Capitalization of the Company as on 31st March2019 and 31st March 2020 is as follows:
|Particulars ||As at 31st March 2020 ||As at 31st March 2019 ||Increase / Decrease in % |
|Market Value per share ||18.70 ||18.35 ||(1.91) |
|No. of Shares ||3075000 ||3075000 ||- |
|Market Capitalization ||57502500.00 ||56426250.00 ||(1.91) |
|EPS ||-6.37 ||-0.08 ||(7862.5) |
|Price earnings ratio ||-2.936 ||-229.38 ||98.72 |
|Percentage increase/decrease in the Market Price of the Shares in comparison with the last Preferential issue which took place during the FY 2017-2018 at a rate of Rs. 10/- per share with a premium of Rs.6/- per share. ||16.88 |
| || || |
i. Management's Discussion and Analysis:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is appended as Annexure I to this report.
j. 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.
k. 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 2020 the Company had 4 employees and theDisclosure with respect to details of the Top 10 employees as on 31st March 2020 inpursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as mentioned below:
|PARTICULARS ||1 ||2 ||3 ||4 |
|Name of the Employee ||Suguna ||Ruchika Kanodia ||Rosy ||Mary |
|Age ||34 ||25 ||25 ||25 |
|Designation ||Chief Financial Officer ||Company Secretary ||Receptionist ||Administrative In-charge |
|Nature of Employment ||Permanent ||Permanent ||Permanent ||Permanent |
|Salary drawn (Per Month) as on 31st March 2020 (Rs) ||23100/- ||15000/- ||7500/- ||7500/- |
|Qualification ||B.Com ||ACS ||B.A ||B.A |
|Experience (in years) ||7 ||3 ||1 ||1 |
|Date of Joining ||01.09.2017 ||26.03.2019 ||01.07.2019 ||01.07.2019 |
|Particulars of previous employment ||CFO ||CS ||Receptionist ||Receptionist |
The Company currently does not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.
b. Key Managerial Personnel:
i. Managing Director or Chief Executive Officer or Manager and in their absence aWholeTime Director:
Mrs. Fathima Jalal (DIN: 00479516) is the Managing Director.
ii. Company Secretary:
Ms. Ruchika Kanodia is the Company Secretary cum Compliance officer
iii. Chief Financial Officer:
Ms. Suguna is the Chief Financial Officer of the Company.
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 itis imperative that our company affairs are managed in a fair and transparent manner. Thisis vital 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 Companyduring the Previous financial year (i.e. 2018-2019) has the paid-up capital of Rs.30750000 divided in to 3075000 Equity Shares of Rs. 10/- each and the Net-worth ofthe Company was Rs. 4.55 Crores. Thus the compliance with provisions of CorporateGovernance in accordance with Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is not applicable to your Company.
a. Compliance Department:
Ms. Ruchika Kanodia Company Secretary cum Compliance Officer is heading the ComplianceDepartment. During the year under review there was no change in the ComplianceDepartment.
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 30thSeptember 2019 approved the following;
a. Re-appointment of Mr. Rohit Jhunjhunwala (DIN: 05137993) who retired by rotation.
(ii) In compliance with the Companies Act 2013 the following directors are proposed tobe appointed as Director/Independent Directors/Executive Director of the Company by theapproval of the Share Holders of the Company;
a. Reappointment of Mr. Rohit Jhunjhunwala (DIN: 05137993) Retirement by Rotation.
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. Rohit Jhunjhunwala ||Director ||Non-Executive Director |
|Mr. Sankara Narayanan Sundaram ||Director ||Independent Director |
|Mr. Raji ||Director ||Independent Director |
(i) Meeting of Board of Directors and Attendance During the Year:
During the FY 2019-2020 8 (Eight) meetings of the Board of Directors of the Companywere held i.e. on 24th May 2019 03rd August 2019 05thNovember 2019 13th November 2019 14th November 2019 03rdFebruary 2020 07th March 2020 and 24th March 2020. 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 || |
No. of Directorships in other Public Company*
No. of Chairmanship/ Membership of Board Committees in other Companies#
|Board Meeting ||Last AGM ||Chairman ||Member |
|Mrs. Fathima Jalal ||8 ||YES ||- ||- ||- || |
|Mr. Sankara Narayanan Sundaram ||8 ||YES ||- ||- ||- || |
|Mr. Raji ||8 ||YES ||- ||- ||- || |
|Mr. Rohit Jhunjhunwala ||8 ||YES ||- ||- ||- || |
| || || || || || |
*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 only beenconsidered.
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 2020 the Boardconsist of 4 Members 1 of whom is an Executive Director and 1 of whom is a Non-ExecutivePromoter Director 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 offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement 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 Committees areappropriately constituted.
(i) The details of the composition of the Committees as on the date of this Report ismentioned below:
|Name of the Committee ||Name of the Company Member ||Position in the Committee |
| ||Mr. Sankara Narayanan Sundaram ||Chairman |
|Audit Committee ||Mr. Raji ||Member |
| ||Mrs. Fathima Jalal ||Member |
|Nomination and ||Mr. Sankara Narayanan Sundaram ||Chairman |
|Remuneration ||Mr. Raji ||Member |
|Committee ||Mr. Rohit Jhunjhunwala ||Member |
|Stakeholders ||Mr. Sankara Narayanan Sundaram ||Chairman |
|Relationship ||Mr. Raji ||Member |
|Committee ||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 4 (Four)times in the year viz. on 24th May 2019 03rd August 2019 13thNovember 2019 and 03rd February 2020. The attendance of the members at theAudit Committee meetings was as follows:
|Name of the Director || |
|Meeting Held during their tenure ||Meeting Attended during their tenure |
|Mr. Sankara Narayanan Sundaram ||4 ||4 |
|Mrs. Fathima Jalal ||4 ||4 |
|Mr. Raji ||4 ||4 |
(iii) MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THE YEAR:
During the financial year under review Nomination and Remuneration Committee Meetingswas held 1 (One) time in the year on 03rd August 2019. The attendance of themembers at the Nomination and Remuneration Committee meeting was as follows:
|Name of the Director || |
|Meeting Held during their tenure ||Meeting Attended during their tenure |
|Mr. Sankara Narayanan Sundaram ||1 ||1 |
|Mr. Raji ||1 ||1 |
|Mr. Rohit Jhunjhunwala ||1 ||1 |
(iv) MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE AND ATTENDANCE DURING THE YEAR:
During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 (Four) times in the year viz. 24th May 2019 03rdAugust 2019 05th November 2019 and 03rd February 2020. Theattendance of the members at the Stakeholder Relationship Committee meeting was asfollows:
|Name of the Director || |
|Meeting Held during their tenure ||Meeting Attended during their tenure |
|Mr. Sankara Narayanan Sundaram ||4 ||4 |
|Mr. Raji ||4 ||4 |
|Mrs. Fathima Jalal ||4 ||4 |
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.
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 2019-20 as well as for2020-21 in terms of Uniform Listing Agreement entered with the said Stock Exchange(s).
k. Insider Trading
On December 31 2018 the Securities and Exchange Board of India amended theProhibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from 1st April 2019. In line with the amendments your Company hasadopted an amended Code of Conduct to regulate monitor and report trading by DesignatedPersons and their Immediate Relatives under the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. This Code of Conduct also includescode of practices and procedures for fair disclosure of unpublished price sensitiveinformation which has been made available on the Company's website www.osivl.com.
a. Statutory Auditor:
At the 24th Annual General Meeting of the Company held on 27thSeptember 2018 M/s. N. Sankaran & Co. Chartered Accountants (Firm Reg. No :003590S) were appointed as Statutory Auditors of the Company from the conclusion of thesaid meeting till the conclusion of the 29th Annual General Meeting to be heldin the year 2023.
b. Secretarial Auditors:
The Board of Directors have appointed M/s. Jain Sonesh and Associates (COP: 11865) asthe Secretarial Auditor of the Company for the FY 2019-20 to carry out Secretarial Auditunder the provisions of Section 204 of the Act for the financial year 2019-2020
The Secretarial Audit Report for the FY 2019-2020 is appended as Annexure III to thisreport
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 been able to find Statutory 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. TheCompany is pursuing its current Statutory Auditors to subject themselves to peer reviewprocess.
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. 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.
f. 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 business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website www.osivl.com.
g. Vigil Mechanism:
The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe 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 of ConductPolicy. No Employee has been denied access to the Audit Committee. The Whistle BlowerPolicy is available on our website www.osivl.com.
5. Statement on Material Subsidiary:
It is brought to the notice of the stakeholders that pursuant to the specialresolution passed by the shareholders of the company viz declaration of results of PostalBallot dated 07th March 2020 the Board of Directors Board of Directors at itsmeeting held on 24th March 2020 sold 100% of its holding in its SubsidiaryCompany i.e. Avancera Business Solutions Private Limited.
The Company as at the end on 31st March 2020 and on the date of this reportdoes not have any Subsidiary/Material Subsidiary Company. The Policy on Identification ofMaterial Subsidiaries is available on our website www.osivl.com
6. 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 and/orimplemented 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.
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 IV to thisReport.
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. Secretarial Standards:
The Company has complied with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
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 theprocedures mentioned in the Circulars. To achieve this we solicit your co-operation inproviding the following details to us;
> If you are holding the shares in dematerialized form you may update all yourrecords with your Depository Participant (DP).
> If you are holding shares in physical form you may provide the following:
i. Folio No.
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 08thJune 2018 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:
During the Financial year under review the Company has not made any further issue ofshares and the share capital remains same as at the end of previous year.
h. Utilization of the Proceeds from Preferential Allotment:
Pursuant to the approval of the members of the Company received on June 26 2017 theCompany had undertaken allotment of 2850000/- Equity shares of Rs.10/- each and at apremium of Rs.6/- on Preferential basis on July 10 2017 (the "Issue"). The netproceeds from the Issue amounted to Rs 45600000/- (Rupees Four Crore and Fifty SixLakhs Only) (the 'Net Proceeds');
Further the Company at its Extra Ordinary General Meeting held on February 20 2019 hasobtained the requisite approval from the Shareholders of the Company for alteration in the"Objects for which Preferential Issue was undertaken and consequent utilization ofthe proceeds thereof". The original and altered objects of Preferential Issue are asunder;
|Sl. No. ||Particulars ||Original ||Altered |
|1 ||Expenses ||600000 ||370000 |
|2 ||Working Capital requirements of the Company ||2000000 ||1192194 |
|3 ||Paying Portfolio of Quoted Securities (Investment in Listed Shares & Securities) ||18000000 ||22500000 |
|4 ||To acquire a business and/or invest in a subsidiary Company having growth potential of businesses ||25000000 ||17537806 |
|5 ||Lease Deposit ||NIL ||4000000 |
| ||Total ||45600000 ||45600000 |
Pursuant to the above the Utilization of Proceeds from Preferential Allotment as on31st March 2020 is as under:
|Sl. No. ||Particulars ||Amount in Rs. |
|1 ||To meet Issue Expenses ||370000 |
|2 ||To meet the Working Capital requirements of the Company ||1192194 |
|3 ||To Build a High Growth and Dividend/Interest Paying Portfolio of Quoted Securities (Investment in Listed Shares & Securities) ||7500000 |
|4 ||To acquire a business and/or invest in a subsidiary Company having growth potential of businesses ||17166006 |
|5 ||Lease Deposit ||4000000 |
|6 ||The Funds deployed in ICD temporarily. ||15000000 |
|7 ||Bank Account ||371800 |
| ||Total ||45600000 |
a. In accordance with the Objects to the Preferential Issue the Board has been grantedthe rights towards interim use of funds i.e. the Board of Directors will have theflexibility in deploying the Issue Proceeds. Pending utilization for the purposedescribed if any the management may for temporary period invest the funds in InterCorporate Loans (ICDs) / Fixed Deposit at Schedule Commercial Banks. Such InterimDeployment would be in accordance with all applicable laws and investment policiesapproved by the Board of Directors from time to time.
The Management of the Company after considering the above have financed an InterCorporate Loan to a tune of Rs. l5000000.00/- from the unutilized portion of funds fromthe object "To Build a High Growth and Dividend/Interest Paying Portfolio of QuotedSecurities (Investment in Listed Shares & Securities)" as the Securities markethas been volatile.
b. The Company as on 24th March 2020 has sold 100% of its investment held in AvanceraBusiness Solutions Private Limited. The said disinvestment was undertaken after obtainingrequisite approval from the shareholders of the Company. The company has made a Loss onSale of Investment to a tune of Rs. 171.66 Lakhs.
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.
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: 05.09.2020 ||(DIN: 00479516) ||(DIN: 05137993) |
|PLACE:CHENNAI ||MANAGING DIRECTOR ||DIRECTOR |