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Onesource Ideas Venture Ltd.

BSE: 530805 Sector: Financials
NSE: N.A. ISIN Code: INE125F01024
BSE 00:00 | 31 Jan Onesource Ideas Venture Ltd
NSE 05:30 | 01 Jan Onesource Ideas Venture Ltd
OPEN 18.70
PREVIOUS CLOSE 18.70
VOLUME 16145
52-Week high 19.00
52-Week low 18.60
P/E
Mkt Cap.(Rs cr) 6
Buy Price 18.70
Buy Qty 5.00
Sell Price 18.70
Sell Qty 895.00
OPEN 18.70
CLOSE 18.70
VOLUME 16145
52-Week high 19.00
52-Week low 18.60
P/E
Mkt Cap.(Rs cr) 6
Buy Price 18.70
Buy Qty 5.00
Sell Price 18.70
Sell Qty 895.00

Onesource Ideas Venture Ltd. (ONESOURCEIDEAS) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2019.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2019 issummarised below;

Standalone (Amount in Rs. Hundreds)
Particulars FY 2018-2019 FY 2017-2018
Revenue from Operations 16780 20000
Other Income 2212 5998
Total Income 18992 25998
Total Expenses 25301 24760
Profit Before Tax & Extraordinary Items (6309) 1238
Tax Expense
-Current Tax - 913
-Deferred Tax Liability/(Assets) (3764) -
Net Profit/(Loss) for the Year (2545) 325
Revenue from Operations 30319 93162
Other Income 3856 22932
Total Income 34174 116094
Total Expenses 95505 110848
Profit Before Tax & Extraordinary Items (61331) 5246
Tax Expense
-Current Tax - 1514
-Deferred Tax Liability/(Assets) (2991) -
Net Profit/(Loss) for the Year (58339) 3732

a. Review of operations and affairs of the Company:

Standalone:

During the year under review the Company has incurred a loss before InterestDepreciation & Tax of Rs. 6.04 lacs as compared to previous year profit of Rs. 1.27lacs. The net loss for the year under review has been Rs. 2.55 lacs as compared to theprevious year net profit Rs. 0.32 lacs.

Consolidated:

During the year under review the Company has incurred a loss before InterestDepreciation & Tax of Rs. 5.46 lacs as compared to previous year profit of Rs. 9.73lacs. The net loss for the year under review has been Rs. 58.34 lacs as compared to theprevious year net profit Rs. 3.73 lacs.

The 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 Companyhas invested surplus funds in various securities in the ordinary course of business. Asper Section 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 entered into related party transaction and the particulars of contractsor arrangements with related parties referred to in section 188(1) of the Companies Act2013 as prescribed in Form AOC-2 is appended as Annexure I. The Policy on RelatedParty Transaction can be viewed on our website : www.osivl.com

g. Variation in market Capitalization:

The variation in the Market Capitalization of the Company as on 31st March2018 and 31st March 2019 is as follows:

Particulars As at 31st March 2019 As at 31st March 2018 Increase / Decrease in %
Market Value per share 18.35 21.75 (15.63)
No. of Shares 3075000 3075000 -
Market Capitalization 56426250 66881250 (15.63)
EPS (0.08) 0.01 (900.00)
Price earnings ratio (229.38) 2175.00 (110.55)

 

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. 14.69

h. 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 II to this report.

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 III 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 2019 the Company had 2 employees and theDisclosure with respect to details of the Top 10 employees as on 31st March 2019 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
Name of the Employee Suguna Ruchika Kanodia
Age 33 24
Designation Chief Financial Officer Company Secretary
Nature of Employment Permanent Permanent
Salary drawn (Per Month) as on 31st March 2018 (Rs) Rs. 22000/- Rs. 15000/-
Qualification B.Com ACS
Experience (in years) 6 2
Date of Joining 01.09.2017 26.03.2019
Particulars of previous employment CFO CS

The Company currently do 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 aWhole-Time Director:

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

ii. Company Secretary:

• Mr. Saurab A Munoth was appointed as Company Secretary cum Compliance officer ofthe Company with effect from 01st October 2018 and thereafter he resigned fromthe said post with effect from 28th February 2019.

• Ms. Ruchika Kanodia was inducted as the Company Secretary cum Compliance officerof the Company with effect from 26th March 2019.

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 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 has thepaid-up capital of Rs. 30750000 divided in to 3075000 Equity Shares of Rs. 10/- eachand the Net-worth of the Company was Rs. 4.57 Crores. Thus the compliance with provisionsof Corporate Governance in accordance with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to yourCompany.

a. Compliance Department:

During the year under review the following changes took place with respect tocompliance officer of the Company.

• At the beginning of the Financial year Mrs. Fathima Jalal (DIN: 00479516)Managing Director was acting as the Compliance Officer of the Company and continued to bethe Compliance Officer of the Company till 30th September 2018.

• Mr. Saurab A Munoth was appointed as the Company Secretary cum ComplianceOfficer of the Company with effect from 01st October 2018.

• Mr. Saurab A Munoth resigned from the said post with effect from 28thFebruary 2019.

• Ms. Ruchika Kanodia was appointed as the Company Secretary cum ComplianceOfficer of the Company with effect from 26th March 2019.

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) At the Board of Directors Meeting held on 01st June 2018 the Boardapproved and took on record the following; a. Appointment of Mr. Rohit Jhunjhunwala(DIN: 05137993) as an Additional Director of the Company w.e.f. 01st June 2018.

b. Resignation tendered by Mr. Bhagwati Prasad Jhunjhunwala Director of the Companyexpressing his inability to continue as the Director of the Company and he was relievedfrom the Directorship of the Company w.e.f. the closing hours of 01st June2018.

(ii) The Shareholders at the Annual General Meeting of the Company held on 27thSeptember 2018 approved the following;

a. Ratification of Appointment of Mr. Raji (DIN 07302320) as the Independent Directorof the Company with effect from 19th July 2017 for a period of five yearsending on 18th July 2022.

b. Ratification of Appointment of Mr. Sankara Narayanan Sundaram (DIN: 00975329) as theIndependent Director of the Company with effect from 19th July 2017 for aperiod of five years ending on 18th July 2022

c. Ratification of Appointment of Mr. Rohit Jhunjhunwala (DIN: 05137993) asNon-Executive Director of the Company with effect from 01st June 2018

(iii) In compliance with the Companies Act 2013 the following directors are proposedto be 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 2018-2019 11 (Eleven) meetings of the Board of Directors of the Companywere held i.e. on 12th April 2018 28th May 2018 29thMay 2018 01st June 2018 14th August 2018 01st October2018 12th November 2018 19th January 2019 29th January2019 28th February 2019 25th March 2019. The gap between twomeetings did not exceed 120 days. The attendance of the members at the Board of Directorsmeetings was as follows:

Name of Director Attendance Particulars No. of Chairmanship/ Membership of Board Committees in other Companies#
Board Meeting Last AGM No. of Director- ships in other Public Company * Chairman Member
Mrs. Fathima Jalal 11 YES - - -
Mr. Bhagwati Prasad Jhunjhunwala1 4 NA NA NA NA
Mr. Sankara Narayanan Sundaram 11 YES - - -
Mr. Raji 11 YES 1 - 2
Mr. Rohit Jhunjhunwala2 7 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.

1 Resigned from the Directorship of the Company with effect from the closing hrs of 01stJune 2018 at the Board Meeting held on 01st June 2018.

2 Appointed as Additional Director with effect from 01st June 2018 at theBoard Meeting held on 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 2019 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 Reportis mentioned 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
Mr. Sankara Narayanan Sundaram Chairman
Nomination and Remuneration Committee Mr. Raji Member
Mr. Rohit Jhunjhunwala Member
Mr. Sankara Narayanan Sundaram Chairman
Stakeholders Relationship Committee 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 6 (Six)times in the year viz. on 28th May 2018 01st June 2018 14thAugust 2018 12th November 2018 19th January 2019 and 29thJanuary 2019. The attendance of the members at the Audit Committee meetings was asfollows:

Name of the Director Attendance Meeting Held during their tenure Particulars Meeting Attended during their tenure
Mr. Sankara Narayanan Sundaram 6 6
Mrs. Fathima Jalal 6 6
Mr. Raji 6 6

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

During the financial year under review Nomination and Remuneration Committee Meetingswas held 5 (Five) times in the year viz. 01st June 2018 14thAugust 2018 01st October 2018 28th February 2019 and 25thMarch 2019. The attendance of the members at the Nomination and Remuneration Committeemeeting was as follows:

Name of the Director Attendance Meeting Held during their tenure Particulars Meeting Attended during their tenure
Mr. Bhagwati Prasad Jhunjhunwala 1 1 1
Mr. Sankara Narayanan Sundaram 5 5
Mr. Raji 5 5
Mr. Rohit Jhunjhunwala 2 4 4

Note –

1 He Resigned from the Directorship of the Company with effect from the closing hrs of01st June 2018 thus vacating the position of Committee Member.

2 He was inducted as the Committee member w.e.f. 02nd June 2018

(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. 28th May 2018 14thAugust 2018 12th November 2018 and 29th January 2019. Theattendance of the members at the Stakeholder Relationship Committee meeting was asfollows:

Name of the Director Attendance Meeting Held during their tenure Particulars Meeting Attended during their tenure
Mrs. Fathima Jalal 5 5
Mr. Sankara Narayanan Sundaram 3 3
Mr. Raji 3 3

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 2018-19 as well as for2019-20 in terms of Uniform Listing Agreement entered with the 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:

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 the said 24thAnnual General Meeting till the conclusion of the 29th Annual General Meetingto be held in the year 2023.

b. Secretarial Auditors:

The Board of Directors at the meeting held on 14th August 2018 hadappointed M/s. Jain Sonesh and Associates (Membership No: F9627; COP: 11865) as theSecretarial Auditor of the Company to carry out Secretarial Audit under the provisions ofSection 204 of the Act for the financial year 2018-2019.

The Secretarial Audit Report for the FY 2018-2019 is appended as Annexure IV 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 been able to find Statutory Auditors who has/have subjectedhimself/themselves to peer review process and hold/holds a valid certificate issued byPeer Review Board of Institute of Chartered Accountants of India as stipulated underRegulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company is pursuing its current Statutory Auditors to subject themselves to peerreview process.

b. The position of Company Secretary cum Compliance Officer in terms of Section 203(1)(ii) of the Companies Act 2013 and Regulation 6(i) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 remained vacant from the start of thefinancial year till 30th September 2018. However the said position wassubsequently filled for 01st October 2018 till 28th February 2019.There after the company once again filled in the said position on 26th March2019 and the said position is occupied till the date of this report.

The Board with respect to the above mentioned Qualification herewith submits that thatthe Company was not able to find a suitable candidate for the post of Company Secretarycum Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act 2013 andRegulation 6(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 from the start of the year till 30th September 2018 and hence the positionremained vacant for the said period. Mr. Saurab A Munoth was subsequently appointed asCompany Secretary cum Compliance Officer w.e.f. 01st October 2018. However Mr.Saurab A Munoth resigned from the said position w.e.f 28th February 2019.Subsequently Ms. Ruchika Kanodia subsequently appointed as Company Secretary cumCompliance Officer w.e.f. from 26th March 2019 and she continues to occupy thesaid position till the date of this report.

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 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.

f. 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.

g. Statement on Material Subsidiary:

The Board of Directors have reviewed the affairs of the subsidiaries. In accordancewith Section 129(3) of the Companies Act 2013 the company has prepared consolidatedfinancial statements of the Company with that of its subsidiary which form part of theAnnual Report. Further a statement containing the salient features of the financialstatement of the subsidiaries in the prescribed format "AOC-1" is appended as AnnexureV to the Board s report. The statement also provides the details of performancefinancial position of 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 VI 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. Secretarial Standards

The Company herewith confirms that during the year under review the company hascomplied with all the applicable Secretarial Standards as issued by the Institute ofCompany Secretaries of India.

e. Reporting of Fraud by Auditors:

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

f. 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.

ii. Name

iii. Pan No.

iv. E-mail ID

v. Telephone No.

vi. Specimen Signatures (3 in Nos.)

g. 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.

h. 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.

i. 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').

It is brought the notice of the stakeholders that the Company at its Extra OrdinaryGeneral Meeting held on February 20 2019 has obtained the requisite approval from theShareholders of the Company for alteration in the "Objects for which PreferentialIssue was undertaken and consequent utilization of the proceeds thereof". Theoriginal and altered objects of Preferential Issue are as under;

Amount in Rs.
Sl. No. Particulars Original Altered
1 To meet Issue Expenses 600000.00 370000.00
2 To meet the Working Capital requirements of the Company 2000000.00 1192194.00
3 To Build a High Growth and Dividend/Interest Paying Portfolio of Quoted Securities (Investment in Listed Shares & Securities) 18000000.00 22500000.00
4 To acquire a business and/or invest in a subsidiary Company having growth potential of businesses 25000000.00 17537806.00
5 Lease Deposit NIL 4000000.00
Total 45600000.00 45600000

Pursuant to the above the Utilization of Proceeds from Preferential Allotment as on 31stMarch 2019 is as under:

Sl. No. Particulars Amount in Rs.
1 To meet Issue Expenses 370000.00
2 To meet the Working Capital requirements of the Company 1192194.00
3 To Build a High Growth and Dividend/Interest Paying Portfolio of Quoted Securities (Investment in Listed Shares & Securities) 15000000.00
4 To acquire a business and/or invest in a subsidiary Company having growth potential of businesses 17537806.00
5 Lease Deposit 4000000.00
6 Fixed deposit 7500000.00
Total 45600000

Note

1. The Board of your company would like to bring to your notice that the Company haseffectively managed to;

i. Incur less cost on "Issue Expenses";

ii. Meet the "Working Capital" requirement of the Company from InternalAccruals &

iii. Acquired a Subsidiary well within the budgeted target.

2. 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 havethe flexibility in deploying the Issue Proceeds. Pending utilization for the purposedescribed if any the management shall for temporary period invest the funds in InterCorporate Loans (ICDs)/Fixed Deposit at Schedule Commercial Banks. Such Interim Deploymentwould be in accordance with all applicable laws and investment policies approved by theBoard of Directors from time to time. The Company shall also be at the liberty to investsuch funds either in Fixed Deposits in Bank or in any liquid securities in case suitableICD proposals are not available with the Company to its satisfaction with regard tosecurity and safety of the funds."

The Board of Directors of the Company after considering the above have created a Fixeddeposit to a tune of Rs. 7500000/- of the unutilized portion of funds from the object"To Build a High Growth and Dividend/Interest Paying Portfolio of Quoted Securities(Investment in Listed Shares & Securities)".

j. 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: 03.08.2019 (DIN: 00479516) (DIN: 05137993)
PLACE:CHENNAI MANAGING DIRECTOR DIRECTOR