You are here » Home » Companies » Company Overview » Onesource Techmedia Ltd

Onesource Techmedia Ltd.

BSE: 535647 Sector: Media
NSE: N.A. ISIN Code: INE807O01011
BSE 00:00 | 17 Aug 10.50 -0.35
(-3.23%)
OPEN

10.50

HIGH

10.50

LOW

10.50

NSE 05:30 | 01 Jan Onesource Techmedia Ltd
OPEN 10.50
PREVIOUS CLOSE 10.85
VOLUME 10000
52-Week high 15.80
52-Week low 8.95
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.50
CLOSE 10.85
VOLUME 10000
52-Week high 15.80
52-Week low 8.95
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Onesource Techmedia Ltd. (ONESOURCETECHM) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2017.

1. Results of our Operations:

The Company’s financial performance for the year ended 31st March 2017 issummarized below;

(Rs. in Lacs)

Particulars FY 2016-2017 FY 2015-2016
Revenue from Operations 393.43 104.97
Other Income 28.31 39.05
Total Income 421.74 144.02
Total Expenses 409.24 193.54
Profit Before Tax & Extraordinary Items 12.51 (49.52)
Tax Expense
-Current Tax - -
-Deferred Tax Liability/(Assets) - 1.50
Net Profit for the Year 12.51 (51.02)

a. Review of operations and affairs of the Company:

During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 114.56 lacs as compared to previous year’s profit ofRs. 17.74 lacs. The net profit for the year under review has been Rs. 12.51 lacs ascompared to the previous year net loss Rs. 51.02 lacs. Your Directors are continuouslylooking for avenues for future growth of the Company in Media and Entertainment Industry.

b. Dividend:

Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the Company.

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:

Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statements provided in this Annual Report.

Further it is informed that the Company has neither given any guarantees nor providedany security during the Financial Year under review.

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 is available on our website www.onesourcetechmedia.com

g. Variation in market Capitalization:

Particulars As at 31st March 2017 As at 31st March 2016 Increase / Decrease in %
Market Value per share 6.64 4.62 43.72
No. of Shares 6492500 6492500 -
Market Capitalization 43110200 29995350 43.72
EPS 0.19 (0.79) NA
Price earnings ratio 34.95 (5.84) NA
Percentage increase/decrease in the Market Price of the Sh ares in comparison with the last IPO (1) (52.57)

Note: The IPO of the Company in the FY 2013-2014 was brought out at a rate of Rs. 14/-per share.

h. Management’s Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review asstipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations and 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 theBoard of Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standardshave been 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 bythe Company 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 Committeewere accepted by the Board.

2. Details of Takeover of the Company:

Mr. Fayaz Usman Faheed has entered in to a Share Purchase Agreement (SPA) dated 29thMay 2015 with Ms/. S K B Finance Limited (CIN: U65999WB1996PLC082317) constituting thepart of the Promoter & Promoter Group of the Company along with other Promoter(s) and PromoterGroup to acquire 1771200 equity shares of Rs.10/- each held by Ms/. S K B Finance Limitedalongwith transfer of the Promoter Rights of all the Promoter(s) and Promoter Group ofthe Company to Mr. Fayaz Usman Faheed. Pursuant to the execution of the SPA and requisiteapproval from SEBI the mandatory Letter of Offer dated 20th October 2015 was madeby the Acquirer in compliance with the regulation 3(1) & 4 of the SEBI (SAST)Regulations 2011 to acquire 1688050 (Sixteen Lacs Eighty Eight Thousand Fifty Only)Equity Shares of the face value of Rs. 10 each ( Offer Shares ) representing 26%of the total voting share capital of the Target Company at a price of Rs. 6/-per equity share.

The Open offer was open for the following period:

Open Offer Opened on 02nd November 2015 Open Offer Closed on 17th November 2015

2 00000 Equity Shares of the Company were tendered by the Public Shareholders forsale and the same were purchased by Mr. Fayaz Usman Faheed. On 23rd November 2016 theShare Purchase Agreement was consummated by way of transfer of Funds by the Acquirer toM/s. S K B Finance Limited (which has amalgamated with M/s. Anurodh MerchandisePrivate Limited vide Amalgamation order issued by High Court Calcutta dated 28th June2016) and transfer of Shares by the M/s. S K B Finance Limited to the Acquirer.

The shareholders of the Company passed special resolution vide declaration of postalballot results on 11th March 2017 in terms of in terms of Regulation 31 A (5) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forreclassification of all the existing promoters of the Company under public Category andclassification of Mr. Fayaz Usman Faheed as the Promoter of the Company.

The Company subsequently filed appropriate application with BSE for the saidre-classification and BSE vide its letter dated 17th May 2017 provide its approval forthe reclassification of all the existing promoters of the Company under public Categoryand classification of Mr. Fayaz Usman Faheed as the Promoter of the Company.

3. Human Resource Management:

To ensure good human resources management at Onesource Techmedia Limited we focuson all aspects of the employee life cycle. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs. All the while wecreate effective dialogs through our communication channels to ensure that the feedbackreach the relevant teams including the leadership.

a. Particulars of employees:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended 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.

The Disclosure with respect to Details of the Top 10 employees as on 31st March2017 in pursuance to Rule 5(2)& Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as Annexure IV tothis report.

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 Managerand in their absence a Whole-Time Director:

• Mr. Fayaz Usman Faheed (DIN: 00252610) is the Managing Director of theCompany w.e.f. 17th November 2014 till the date of this Report.

ii. Company Secretary:

• During the year under review the Company appointed Ms. Namrata Jain as CompanySecretary cum Compliance Officer w.e.f 03rd September2016

• Ms. Namrata Jain resigned from the post of Company Secretary cum ComplianceOfficer w.e.f 31st January 2017

• Ms. Varsha Agarwal was appointed as Company Secretary cum Compliance Officerw.e.f 01st February 2017

iii. Chief Financial Officer:

• Mrs. Sumathi Kothandan was the CFO of the company w.e.f 10th November 2014 andshe resigned from the said post w.e.f 22nd April 2016.

• Mr. Padmanabhan Govindarajulu was appointed as the CFO of the Company w.e.f 22ndApril 2016.

• Mr. Padmanabhan Govindarajulu resigned from the post of the CFO of the Companyw.e.f 23rd August 2016.

• Mrs. Hemalatha K was appointed as the Chief Financial Officer of the Companyw.e.f. 01st September 2016.

4. 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 Techmedia 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.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) & para C D E of Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 is not applicable for a company havingpaid up of 10 Crore or Net-worth of 25 Crore in the immediate preceding FY & for alisted entity which has listed its specified securities on the SME Exchange. As thesecurities of your Company are listed at BSE-SME Platform the Corporate Governance Reportas per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to your Company. a. ComplianceDepartment:

The following changes took place in the Composition of Board of Directors of theCompany till the date of this report;

• Mr. Fayaz Usman Faheed Managing Director of the Company was acting as theCompliance Officer of the Company from the 17th December 2014 till 02nd September 2017.

• the Company appointed Ms. Namrata Jain as Company Secretary cum ComplianceOfficer w.e.f 03rd September2016

• Ms. Namrata Jain resigned from the post of Company Secretary cum ComplianceOfficer w.e.f 31st January 2017

• Ms. Varsha Agarwal was appointed as Company Secretary cum Compliance Officerw.e.f 01st February 2017

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:

The following changes took place in the Composition of Board of Directors of theCompany till the date of this report;

(i) The Board of Directors of the Company at the meeting held on 22nd April 2016approved the following:

a. Appointment of Mr. Vasudevan Sridharan (DIN: 07487245) as Additional cum IndependentDirector w.e.f 22nd April 2016 to hold office till the conclusion of the ensuing AnnualGeneral Meeting.

b. Taking on record the resignation of Mrs. Kokila Gangan (DIN: 05138873) Director ofthe Company expressing her inability to continue as Director of the Company with effectfrom 22nd April 2016.

(ii) The Shareholders at the Annual General Meeting of the Company held on 29thSeptember 2016 approved the following: (i) Re-Appointment of Mrs. Samia Faheed(DIN: 02967081) who retired by rotation at this Annual General Meeting.

(ii) Regularization of Mr. Vasudevan Sridharan(DIN:07487245) as the IndependentDirector of the Company to hold office from 22nd April 2016 to 21st April 2021.

(iii) Appointment of Mr. Fayaz Usman Faheed (DIN: 00252610) as the Managing Director ofthe Company with revised terms and conditions.

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;

(i) Mrs. Samia Faheed (DIN: 02967081) who retires by ro ation at this Annual GeneralMeeting and being eligible has offered herself for re-appointment.

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.The Board has adopted the Board Diversity Policy which sets out the approach to diversityof the Board of Directors. The Board Diversity Policy is available on our websitewww.onesourcetechmedia.com

d. Details with regard to meeting of Board of Directors 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
Mr. Fayaz Usman Faheed Managing Director Executive Director
Mr. Baskaran Sathya Prakash Director Independent Director
Mr. Vasudevan Sridharan Director Independent Director
Mrs. SamiaFaheed Director Non-executive Director

(ii) Meeting Of Board Of Directors And Attendance During The Year:

During the FY 2016-2017 10 (Ten) meetings of the Board of Directors of the Companywere held on 15th April 2016 22nd April 2016 30th May 2016 24th August 2016 31stAugust 2016 02nd September 2016 11th November 2016 14th November 2016 01stFebruary 2017 and 11th March 2017. The gap between two meetings did not exceed 120 days.The attendance of the members at the Board of Directors meetings was as follows:

Attendance Particulars No. of Chairmanship/ Membership of Board Committees in other Companies#
Name of Director Board Meetings Last AGM No. of Director- ships in other Public Company* Chairman Member
Mr. Fayaz Usman Faheed 10 Yes - - -
Mrs. Samia Faheed 10 Yes - - -
Mr. Baskaran Sathya Prakash 10 Yes 2 2 2
Mrs. Kokila Gangan2 2 NA NA NA NA
Mr. Vasudevan Sridharan1 8 Yes - - -

Note I:

*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(b) of SEBI Listing Regulations Memberships /Chairmanships of only the Audit Committees and Stakeholders Relationship Committeein all Public Limited Companies has only been considered.

Note II:

1 He has been appointed as Additional cum Independent Director w.e.f 22nd April 2016.

2 She resigned from the Directorship of the Company w.e.f 22nd April 2016.

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 2017 the Board consist of 4Members 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director andthe 2 are Independent Directors. The Board periodically evaluates the need for change inits 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 appended as Annexure V to this report. 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 underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Sub Regulation 1 b ofRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board and Committeemeetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs/ presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany’s strategy business model operations service and product offeringsmarkets organization structure finance human resources technology quality facilitiesand risk management and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.onesourcetechmedia.com

h. Board’s Committees:

Currently the Board has three committees: the audit committee the nomination andremuneration committee and the stakeholder’s relationship committee. All committeesare appropriately constituted.

A detailed note on the Board and its committees including the details on the dates ofCommittee Meetings is as follows:

(i) Composition of the Committees of the Board as on the date of this Report ismentioned below;

Name of the Committee Name of the Member Position in the Committee
Mr. Vasudevan Sridharan Chairman
Audit Committee Mr. BaskaranSathya Prakash Member
Mr. Fayaz Usman Faheed Member
Nomination and Mr. Vasudevan Sridharan Chairman
Remuneration Mr. Baskaran Sathya Prakash Member
Committee Mr. Samia Faheed Member
Stakeholders Mrs. Samia Faheed Chairman
Relationship Mr. Vasudevan Sridharan Member
Committee Mr. Fayaz Usman Faheed Member

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

During the financial year under review the Audit Committee Meetings were held 5times a year viz. 30th May 2016 31st August 2016 02nd September 2016 11thNovember 2016 and 01st February 2017 and the attendance of the members atthe Audit Committee meetings was as follows:

Name of the Director Attendance Meeting Held during his tenure Particulars Meeting Attended during his tenure
Mr. Baskaran Sathya Prakash2 5 5
Mrs. Kokila Gangan1 NA NA
Mr. Fayaz Usman Faheed 5 5
Mr. Vasudevan Sridharan2 5 5

Note:

2 She resigned from the Board of Directors of the Company w.e.f. 22nd April 2016 thusvacating the Committee Membership as well.

1 Mr.Baskaran Sathya Prakash was re-designated as the Committee Member and Mr.Vasudevan Sridharan was appointed the Committee Chairman w.e.f. 22nd April 2016

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

During the financial year under review The Nomination and RemunerationCommittee Meetings was held 5 times in a year viz. 22nd April 2016 24th August2016 31st August 2016 02nd September 2016 and 01st February 2017 and theattendance of the members at the Nomination and Remuneration Committeemeeting was as follows:

Attendance Particulars
Name of the Director Meeting Held during his tenure Meeting Attended during his tenure
Mrs. Kokila Gangan1 1 1
Mr. Baskaran Sathya Prakash 5 5
Mrs. Samia Faheed 5 5
Mr. Vasudevan Sridharan2 4 4

Note:

1 She resigned from the Board of Directors of the Company w.e.f. 22nd April 2016 thusvacating the Committee Membership as well.

2 Mr.Vasudevan Sridharan was appointed the Committee Chairman w.e.f. 22nd April 2016.

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

During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 times a year viz. 30th May 2016 31stAugust 2016 11th November2016 and 01st February 2017 and the attendance of the members at the StakeholderRelationship Committee meeting was as follows:

Name of the Director Attendance Meeting Held during his tenure Particulars Meeting Attended during his tenure
Mrs. Samia Faheed 4 4
Mr. Baskaran Sathya Prakash1 NA NA
Mr. Fayaz Usman Faheed 4 4
Mr. Vasudevan Sridharan2 4 4

Note:

1He was removed from the Committee Membership w.e.f. 22nd April 2016. 2He was inductedas the Committee Member w.e.f. 22nd April 2016.

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 the reportas submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The equity shares of Onesource Techmedia Ltd (Scrip Code: 535647) are listed at BSE SMEPlatform. Your Company paid the Listing Fees to the Exchange for the year 2016-17& 2017-18.

k. Utilization of the Proceeds from IPO:

IPO Proceeds and Net Proceeds :

Particulars Amount in lacs
Issue Proceeds 280.00
Less : Issue Related Expenses 46.87
Net Proceeds 233.13

 

Utilization of the Net Proceeds : Amount in Lacs
Particulars 2016-2017 2015-2016
Work-In-Progress for Media Contents - 40.00
Security Deposit and Advances against Media Contents - 5.51
FD with HDFC Bank - -
Repayment of Advance - 24.00
Loans On Interests (35.00) 80.00
Investment in Shares - 12.50
Advance against share purchase (70.00) 70.00
Balances in Current Accounts - -
Incurred in Media Activities 105.00 1.12

l. 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.onesourcetechmedia.com

5. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 29th September 2016 M/s. Dharmaraj& Co.(Firm Registration No. 013630S) Chartered Accountants were appointed as Statutory Auditorsof the Company from the conclusion of the 8th Annual General Meeting till the conclusionof the 13th Annual General Meeting of the Company to be held in the year 2021 i.e. for a periodof 5 years. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Dharmaraj& Co. CharteredAccountants as Statutory Auditors of the Company is placed for ratification bythe shareholders. In this regard the Company has received a certificate from the Auditorsto the effect that if their appointment is ratified it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.

b. Secretarial Auditors:

Ms. Deepika K Company Secretary (COP: 18437) was appointed to conduct theSecretarial Audit of the Company for the FY 2016-2017 as required under theSection 204 of the Companies Act 2013 and Rules there under. The Secretarial AuditReport for the FY 2016-2017 is appended as Annexure VII to this report.

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

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

a. The company is regular in depositing undisputed statutory dues includingIncome-tax Value Added Tax Custom duty and any other material statutorydues except for the dues in respect of Service tax as may applicable withthe appropriate authorities. The extent of arrears of statutory dues outstandingas at Balance Sheet date for a period exceeding six months from the datethey became payable are Rs.278161/- relating to Service Tax.

The Company was facing an acute shortage of cash and thus the above mentioned paymentwere not made however the company has taken appropriate steps to make the payment in thecurrent financial year.

(ii) by the Secretarial Auditors 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 underRegulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The Board with respect to the above mentioned qualification herewith submits that theBoard has proposed to appoint M s. Dharmaraj& Co. (Firm Registration No. 013630S)Chartered Accountants as Auditors of the Company to hold office from the conclusion ofthe 8th Annual General Meeting till the conclusion of the 13th Annual General Meeting ofthe Company to be held in the year 2021 subject to ratification of their appointment atevery AGM) However M/s. Dharmaraj & Co. has not subjected themselves to peer reviewprocess under the Peer Review Board of Institute of Chartered Accountants It was assuredby them that they shall subject themselves to peer review process under the Peer ReviewBoard of Institute of Chartered Accountants in FY 2017-2018.

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company’s competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at aCompany level as also separately for business segments. The Company has identified variousrisks and also has mitigation plans for each risk identified. The Risk Management Policyof the Company is available on our website www.onesourcetechmedia.com.

f. Vigil Mechanism:

The Board of Directors of the Company at its meeting held on 28th July 2014 has adoptedthe Whistle Blower Policy. Employees can report to the Management concerned unethicalbehavior act or suspected fraud or violation of the Company’s Code of ConductPolicy. No Employee has been denied access to the Audit Committee. Further the policy hasbeen placed in the website of the Company i.e. www.onesourcetechmedia.com

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries is available on our website www.onesourcetechmedia.com.

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto 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 disclosure regarding impact of measureson cost of production of goods total energy consumption etc is not applicable.

(ii) Foreign Exchange Earnings and Outgo:

(Amount in Lacs)
Particulars 2017 2016
Earnings - -
Expenditure 568.54 588.98

(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:

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. 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.

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 Shareholder’s Information :

This is to inform you that the company is in the 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. To achieve this we solicit your co-operation inproviding the following details and further request you to update all your records withyour Depository Participant (DP).

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 TECHMEDIA LIMITED
Sd/- Sd/-
FAYAZ USMAN FAHEED SAMIA FAHEED
Date: 24.08.2017 (DIN: 00252610) (DIN: 02967081)
Place: Chennai Managing Director Director