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Onesource Ideas Venture Ltd.

BSE: 530805 Sector: Financials
NSE: N.A. ISIN Code: INE125F01024
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OPEN 98.95
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VOLUME 1000
52-Week high 98.95
52-Week low 14.65
P/E
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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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 2021.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2021 issummarised below;

Standalone

(Amount in Rs. Hundreds)

Particulars FY 2020-2021 FY 2019-2020
Revenue from Operations 6355.93 940.00
Other Income 32911.42 969.08
Total Income 39267.35 1909.08
Total Expenses 24062.29 197184.51
Profit Before Tax & Extraordinary Items 15205.07 (195275.43)
Tax Expense
-Current Tax - -
-Deferred Tax Liability/fAssets) (2224.09) (696.86)
Net Profit/(Loss) for the Year 12980.97 (195972.29)

a. Review of operations and affairs of the Company:

During the year under review the Company has earned a Net Profit of Rs. 12.98/- Lacsas compared to Net Loss of Rs. 195.97/- Lacs in previous year. Your Company is constantlylooking for various new avenues in the segment of Consultancy Advisory andInvesting/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 had imposed a completelockdown in the city of Chennai from 19th June 2020 to 05th July2020. Further during the year 2020-2021 lockdown was imposed from 10th May2021 to 21st June 2021.

Seeing the current state of Market there are huge budgetary cuts by the corporates onall aspects of the company after taking into account the decline in revenue. Thus theconsultancy segment also seems to be in shadow for the current and next fiscal year.

However as far as the business operations of the company are concerned it isimperative to state that the company is into consultancy segment and the said businessactivity can be undertaken as Work from Home pattern of working and thus your company hasnot seen any major impact on its business activity due to Covid-19 Pandemic.

c. Dividend:

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.

e. 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.

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 March2020 and 31st March 2021 is as follows:

Particulars As at 31st March 2021 As at 31st March 2020 Increase / Decrease in %
Market Value per share 14.1 18.70 (24.6)
No. of Shares 3075000 3075000 -
Market Capitalization 43357500 57502500 (24.6)
EPS 0.42 -6.37 106.59
Price earnings ratio 33.57 -2.94 1243.58
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. (11.88)

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 2021 the Company had 4 employees and theDisclosure with respect to details of the Top 10 employees as on 31st March2021 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as mentioned below:

PARTICULARS 1 2 3 4
Name of the Employee Suguna Ruchika Kanodia Rosy Mary
Age 35 26 26 26
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 2021 (Rs) 23100/- 15000/- 7500/- 7500/-
Qualification B.Com ACS B.A B.A
Experience (in years) 8 4 2 2
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 aWhole-Time 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 was the Chief Financial Officer of the Company during the FY2020-2021. However she has tendered here resignation from the said position w.e.f. 31stJuly 2021 and the said position remains vacant as on the date of this report The Board ofDirectors of the Company are taking all appropriate steps to fill the said vacancy.

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 Company during the Previous Financial Year ended 31stMarch 2020 and 31st March 2021 had the paid-up capital of Rs. 30750000divided in to 3075000 Equity Shares of Rs. 10/- each and the Net-worth of the Companywas Rs. 2.59 Crores and 2.72 Crores respectively. Thus the compliance with provisions ofCorporate Governance in accordance with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to yourCompany.

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 independentlyensuring that the operating and business units comply with regulatory and internalguidelines. New instructions/guidelines issued by the Regulatory authorities weredisseminated across the Company to ensure that the business and business units operatewithin the boundaries set by the regulators and that compliance risks are suitablymonitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review and up to the date of this report following changes tookplace in the Composition of Board of Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 30thSeptember 2020 approved the re-appointment of Mr. Rohit Jhunjhunwala (DIN: 05137993) whoretired by rotation.

(ii) The Board of Directors at the meeting held on 23rd October 2020approved and took on record the following:

a. Appointment of Mr. Rajendrababu Naresh Kumar (DIN: 08915519) as Additional cumNon-Executive Director of the Company w.e.f 23rd October 2020.

b. Taking on record the resignation letter dated 23rd October 2020 tenderedby Mr. Rohit Jhunjhunwala (DIN: 05137993) Director expressing his inability to continueas the Director of the Company the Board of Directors relieved him from the Directorshipof the Company w.e.f. the closing hours of 23rd October 2020.

(iii) The Board of Directors at the meeting held on 27th May 2021 approvedand took on record the following:

a. Appointment of Mr. Ankit Kotwani (DIN: 09184682) as Additional cum NonExecutiveDirector of the Company w.e.f 27th May 2021.

b. Taking on record the resignation letter dated 27th May 2021 tendered byMr. Rajendrababu Naresh Kumar Director expressing his inability to continue as theDirector of the Company the Board of Directors relieved him from the Directorship of theCompany w.e.f. the closing hours of 27th May 2021.

(iv) 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 at the ensuing 27th Annual GeneralMeeting;

a. Mr. Ankit Kotwani (DIN: 09184682) who was appointed as Additional cum NonExecutiveDirector of the Company w.e.f 27th May 2021 is proposed to be regularised asNon-Executive Director of the Company under the provisions of Section 152 of the CompaniesAct 2013.

b. Ratification of re-appointment of Mrs. Fathima Jalal (DIN: 00479516) as theManaging Director of the Company.

c. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013 relating to ratification of re-appointment of Mrs. Fathima Jalal (DIN: 00479516)as the Managing Director of the Company:

(i) Elements of remuneration Package of all the Directors:

a. Mrs. Fathima Jalal was being paid a remuneration of Rs. 42000/- per month as on 31stMarch 2021 and it is proposed to continue to pay the same remuneration to her for theperiod of 10th June 2021 to 09th June 2022.

b. The Company currently pays remuneration to only the Executive Directors. The Companydoes not pay any remuneration in which ever name so called to its Non-Executive Director

b) Details of Fixed Component and Performance linked incentives along with theperformance criteria:

The Company currently pays remuneration to only the Executive Directors. The Companydoes not pay any remuneration in which ever name so called to its NonExecutive Director.The entire remuneration being paid to the Managing Director contains only Fixed Component.

c) Service Contract Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with any of the ManagingDirector. Thus there is no Fixed Notice Period or Severance Fees.

d) Stock Options if any:

The Company currently does not have any stock option scheme for its Employees orDirectors.

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 theyear of 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 Mr. Ankit Kotwani Director Additional Director Independent Director Non-Executive Director

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

During the FY 2020-2021 6 (Six) meetings of the Board of Directors of the Company wereheld i.e. on 23rd July 2020 05th September 2020 07thOctober 2020 23rd October 2020 09th November 2020 and 10thFebruary 2021. The attendance of the members at the Board of Directors meetings was asfollows:

Name of Director Attendance Particulars No. of Directorships in other No. of Chairmanship/ Membership of Board Committees in other Companies#
Board Meeting Last AGM Public Company* Chairman Member
Mrs. Fathima Jalal 6 YES - - -
Mr. Sankara Narayanan Sundaram 6 YES - - -
Mr. Raji 6 YES - - -
Mr. Rohit Jhunjhunwala 4 YES NA NA NA
Mr. Rajendrababu Naresh Kumar 2 NA NA NA NA

*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 Sectin 8 of the Companies Act 2013.

#In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Membershp/Chairpersonship ofonly the Audit Committees and Stakeholders' Relationship Committee in all Public LimitedCompanies has only been considered.

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 2021 the Boardconsist of 4 Members 1 of whom is an Executive Director and 1 of whom is a Non-ExecutiveDirector and the 2 others are Independent Directors. The Board periodically evaluates theneed 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 thestrategyoperations and functions of the Company.

Thus such programs / presentations provide 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 Plicy on theFamiliarization Programme for independent Directors is available on our websitewww.osivl.com.

h. Board's Committees:

Currently the Board has three Committees: Audit Committee Nomination and RemunerationCommittee and Stakeholder's Relationship Committee. Al Committees are appropriatelyconstituted.

(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
Audit Committee Mr. Sankara Narayanan Sundaram Chairman
Mr. Raji Member
Mrs. Fathima Jalal Member
Nomination and Remuneration Committee Mr. Sankara Narayanan Sundaram Chairman
Mr. Raji Member
Mr. Ankit Kotwani Member
Stakeholders Relationship Committee Mr. Sankara Narayanan Sundaram 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 4 (Four)times in the year viz. on 23rd July 2020 05th September 2020 09thNovember 2020 and 10th February 2021. The attendance of the members at theAudit Committee meetings was as follows:

Name of the Director Attendance Particulars
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 THEYEAR:

During the financial year under review Nomination and Remuneration Committee Meetingswas held 3 (Three) times in the year on 05th September 2020 07thOctober 2020 and 23rd October 2020. The attendance of the members at theNomination and Remuneration Committee meeting was as follows:

Attendance Particulars
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr. Sankara Narayanan Sundaram 3 3
Mr. Raji 3 3
Mr. Rohit Jhunjhunwala 3 3

(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. 23rd July 2020 05thSeptember 2020 09th November 2020 and 10th February 2021. Theattendance of the members at the Stakeholder Relationship Committee meeting was asfollows: ^

Attendance Particulars
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 discussedin the 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 2021-2022 as well as forFY 202021 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 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 Auditors of the Company for the FY 2020-21 to carry out Secretarial Auditunder the provisions of Section 204 of the Act for the financial year 2020-2021

The Secretarial Audit Report for the FY 2020-2021 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's 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:

The Company as on the date of this report does not have any Subsidiary/MaterialSubsidiary Company. The Policy on Identification of Material Subsidiaries is available onour 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 the immediately preceding financial year are required toconstitute a CSR committee and hence our Company does not meet the criteria as mentionedabove the Company has not constituted any Corporate Social Responsibility Committee; andhas not developed and/or implemented any Corporate Social Responsibility initiatives andthe provisions of Section 135 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.

7. Others:

a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act 2013 has beenpublished in the website of the Company which can be accessed through the following linkhttp://osivl.com/investor-relations/

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.

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 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;

Amount in Rs

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 on 31stMarch 2021 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) 6053788
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. 15899998
7 Bank Account 918014
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. 15899998/- 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 heldin Avancera Business Solutions Private Limited. The said disinvestment was undertakenafter obtaining requisite approval from the shareholders of the Company. The company hasmade a Loss on Sale 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.

8. 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 SANKARA NARAYANAN SUNDARAM
DATE: 31.08.2021 (DIN:00479516) (DIN: 00975329)
PLACE:CHENNAI MANAGING DIRECTOR DIRECTOR

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