Directors Report of SDC Techmedia Ltd.

Mar 31, 2015

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2015.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March, 2015 is summarised below;

Rs. in Lacs

Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 8.00 10.94

Other Income 32.35 13.28

Total Income 40.35 24.22

Total Expenses 32.54 20.22

Profit Before Tax & Extraordinary Items 7.81 4.00

Tax Expense

-Current Tax 2.62 1.49

-Deferred Tax Liability/(Assets) (0.17) -

Net Profit for the Year 5.36 2.51

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 10.98 lacs as compared to previous year Rs. 6.57 lacs. The net profit for the year under review has been Rs.5.36 lacs as compared to the previous year net profit Rs. 2.51 lacs. Your Directors are continuously looking 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 decided to retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

The entire net profit of the company for the FY 2014-2015 is retained as Surplus. 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 the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. 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 of the notes to the financial statements provided in this Annual Report.

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

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

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 is appended as Annexure I to this report. The Policy on Related Party Transaction is available on our website http://www.onesourcetechmedia.com/.

g. Variation in market Capitalization:

Particulars As at 31st As at 31st March,2015 March,2014

Market Value per share (In Rs.) 3.88 6

No. of Shares 64,92,500 64,92,500

Market Capitalization (In Rs.) 2,51,90,900 3,89,55,000

EPS (In Rs.) 0.08 0.04

Price earnings ratio 48.5 150



Particulars Increase / Decrease in %

Market Value per share (In Rs.)

No. of Shares -

Market Capitalization (In Rs.) (35.33)

EPS (In Rs.)

Price earnings ratio (67.66)

Percentage increase/decrease in the Market Price (72.29) of the Shares in comparison with the last IPO (1)

Note: (1) The IPO of the company in the FY 2013-2014 was brought out at a rate Rs. 14/- per share.

h. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges, 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 Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing 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 the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of 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 were accepted by the Board.

2. Details of Takeover of the Company:

M/s. S K B Finance Limited (CIN: U65999WB1996PLC082317), constituting the part of the Promoter & Promoter Group of the Company along with other Promoter(s) and Promoter Group has entered in to a Share Purchase Agreement (SPA) with Mr. Fayaz Usman Faheed for the sale of 17,71,200 equity shares of Rs.10/- each held by M/s. S K B Finance Limited, along with transfer of the Promoter Rights of all the Promoter(s) and Promoter Group of the Company to Mr. Fayaz Usman Faheed.

With respect to the above agreement, it is hereby informed that Mr. Fayaz Usman Faheed has filed necessary documents for Open Offer with the SEBI and approval for the same is awaited. The shareholders are further informed that all the updates with respect to the above will be intimated to them as and when events take place.

3. Human Resource Management:

To ensure good human resources management at One source Tech media Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the 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, is appended as Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

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

* Mr. Vinay Anand (DIN: 06658340) was the Executive Director of the Company from 20th January, 2014 till 13th November, 2014

* Mr. S Krishna Rao (DIN:00479451) was the Whole Time Director of the Company from 13th November, 2014 till 17th November, 2014.

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

ii. Chief Financial Officer:

* Mrs. Sumathi Kothandan has been appointed as the CFO of the Company w.e.f., 10th November, 2014.

iii. Company Secretary:

* During the year under review, the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

4. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At One source Tech media Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 52 of the Listing Agreement is appended as Annexure IV to this report.

a. Auditors' certificate on corporate governance:

As required by Clause 52 of the Listing Agreement, the Auditors' Certificate on Corporate Governance is appended as Annexure V to this report.

b. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

* Mr. Vinay Anand (DIN:06658340), Executive Director of the Company was appointed as the Compliance Officer of the Company at the Board Meeting held on 27th May, 2014.

* Mr. Vinay Anand (DIN:06658340), Executive Director of the Company resigned from the Directorship of the Company with effect from 13th November, 2014, thus also vacating the position of Compliance Officer.

* Mr. S Krishna Rao (DIN:00479451) was appointed as the Whole Time Director of the Company with effect from 13th November, 2014 at the Board meeting held on 10th November, 2014, further at the same meeting he was also appointed as the Compliance Officer of the Company with effect from 13th November, 2014.

* Mr. S Krishna Rao (DIN: 00479451), Whole Time Director of the Company resigned from the Directorship of the Company with effect from 17th December, 2014, thus also vacating the position of Compliance Officer.

* Mr. Fayaz Usman Faheed (DIN: 00252610) he was appointed as the Managing Director of the Company with effect from 17th December, 2014 at the Board meeting held on 17th December, 2014 and further at the same meeting he was also appointed as the Compliance Officer of the company with effect from 17th December, 2014.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

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

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 29th August, 2014 approved the appointment of

a. Mr. Stanley Gilbert Felix Melkhasingh(DIN:01676020) as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

b. Mr. Baskaran Sathya Prakash(DIN:01786634), as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

c. Mr. Vinay Anand (DIN:06658340) as the Executive Director of the Company for a period from 20th January, 2014 to 19th January, 2017

(ii) The Board of Directors of the Company at the Meeting held on 10th November, 2014 approved the following;

a. Mrs. Kokila Gangan (DIN:05138873) was appointed as the Additional Director cum Independent Director w.e.f., 10th November, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Mr. S Krishna Rao (DIN: 00479451), was appointed as the Additional Director w.e.f., 10thNovember, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

c. Mr. Vinay Anand (DIN:06658340), Executive Director of the Company expressed his inability to continue as Executive Director of the Company and presented his resignation letter to the Board and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 13th November, 2014.

d. Mr. S Krishna Rao (DIN: 00479451), was appointed as Whole Time Director of the Company for a period from 13th November, 2014 to 12th November, 2017 subject to the approval of the shareholders of the Company.

(iii) The Board of Directors of the Company at the Meeting held on 17th December, 2014 approved the following:

a. Mr. Fayaz Usman Faheed (DIN:00252610) was appointed as the Additional Director w.e.f. 17th December, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Mrs. Samia Faheed(DIN:02967081) was appointed as the Additional Director cum Non-Executive Director w.e.f. 17th December, to hold office till the conclusion of the ensuing Annual General Meeting.

c. Mr. S.Krishna Rao (DIN:00479451), Whole Time Director of the Company expressed his inability to continue as Whole Time Director of the Company and presented his resignation letter to the Board and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 17th November, 2014.

d. Mr. Fayaz Usman Faheed (DIN: 00252610), was appointed as Managing Director of the Company for a period from 17th December, 2014 to 16th December, 2019 subject to the approval of the shareholders of the Company.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Mrs. Kokila Gangan(DIN:05138873) be regularized as the Independent Director of the Company to hold office from 10th November, 2014 to 09th November, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

(ii) Mr. Fayaz Usman Faheed (DIN: 00252610) be regularized as the Director of the Company and further his appointment as Managing Director of the company for a period from 17th December, 2014 to 16th December, 2019 be approved by the shareholders of the Company.

(iii) Mrs. Samia Faheed (DIN:02967081) be regularized as the Director of the Company.

d. 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, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, 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 diversity of the Board of Directors. The Board Diversity Policy is available on our website http://www.onesourcetechmedia.com/.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 2014-2015, 6 (Six) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director and the 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure VI to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 ad Clause 52 of the Listing Agreement.

h. Training of Independent Directors:

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

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

The Company through its Executive Directors / Key Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Program for Independent Directors is available on our website http://www.onesourcetechmedia.com/.

i. Board's Committees:

Currently, the Board has three committees: the audit committee, the nomination and remuneration committee, and the stakeholders relationship committee. All committees are appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided under the Corporate Governance report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Name of the Company Member Position in the Committee

Audit Committee Mr. Baskaran Sathya Prakash Chairman

Mrs. Kokila Gangan Member

Mr. Fayaz Usman Faheed Member

Nomination and Mr. Kokila Gangan Chairman Remuneration Committee Mr. Baskaran Sathya Prakash Member

Mr. Samia Faheed Member

Stakeholders Relationship Mrs. Samia Faheed Chairman Committee Mr. Baskaran Sathya Prakash Member

Mr. Fayas Usman Faheed Member

j. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "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 all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

The equity shares of One source Tech media Ltd (Scrip Code: 535647) are listed at BSE SME Platform.

Your Company paid the Listing Fees to the Exchange for the year 2014-15 as well as 2015-16 in terms of listing agreement entered with the said Stock Exchange.

l. Utilization of the Proceeds from IPO:

The estimated cost of development of devotional music audio and video albums contents was Rs. 100 lacs, out of which the Company has utilized Rs. 40 lacs towards the development of the said content and the balance has been utilized temporally as loans to others on interest above bank rates repayable on demands and investments.

The Company is in the process of finalizing the infrastructure facilities which would be commensurate with the standards prevalent in the industry. Thus till that time the Company has keep the funds so allocated for this purpose of Rs. 50 lacs in Fixed Deposit.

Your Company is in the business of marketing and distribution of Media contents. We have entered in the agreements with various industry players to market their contents on royalty basis. The Company has refundable Security Deposits with them against the Stocks/Licences/Rights as provided by them.

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 2014-2015 2013-2014

Work-In-Progress for Media Contents - 40.00

Security Deposit and Advances against - 55.51 Media Contents

FD with HDFC Bank - 50.00

Repayment of Advance - 24.00

Loans On Interests - 55.00

Investment in Shares - 7.50

Balances in Current Accounts - 1.12

Incurred in Media Activities 1.12 -

m. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013:

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

The details with regards to the remuneration Package of all the Director is provided in "Point No. VI" of the Extract of Annual Return in the prescribed format prepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and appended as Annexure VIII to this report.

(ii) Details of Fixed Component and Performance linked incentives along with the performance criteria:

The Company currently pays remuneration to only the Executive Director. The Company does not pay any remuneration by whatever name so called to its Non- Executive Director. Currently the entire remuneration being paid to the Executive Director contains only Fixed Component.

(iii) Service Contract, Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with the Mr. Fayaz Usman Faheed, Managing Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.

(iv) Stock Options, if any:

The Company currently do not have any stock option scheme for its Employees or Directors.

5. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 29th August, 2014, M/s. N. Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E), were appointed as statutory auditors of the Company from the conclusion of the Sixth Annual General Meeting of the Company held on 29th August, 2014 till the conclusion of the Tenth Annual General Meeting to be held in the year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. N. Kanodia & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditors:

Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014- 2015 is appended as Annexure VII to this report

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

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

The Auditors' report do not contain any qualifications, reservations or adverse remarks

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

i. The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Clause 50(a) of the SME Listing Agreement respectively.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.onesourcetechmedia.com.

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors' report. The Whistle Blower Policy is available on our website www.onesourcetechmedia.com.

g. Statement on Material Subsidiary:

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

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

Rs. in Lacs

Particulars 2015 2014

Earnings - -

Expenditure 121.13 -

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as 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, an extract of the annual return in the prescribed format is appended as Annexure VIII to this Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following 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, or otherwise.

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

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

8. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For ONE SOURCE TECH MEDIA LIMITED

Sd/- Sd/- FAYAZ USMAN FAHEED BASKARAN SATHYA PRAKASH Date: 14th August, 2015 (DIN: 00252610) (DIN: 01786634) Place: Chennai Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 6th Annual report and the Company''s audited accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31st March, 2014 is summarised below;

Particulars Audited Audited Financial Financial Statement Statement for the year for the year ended March ended March 31st 2014 31st 2013 Revenue from Operations 24.22 500.45

Profit Before Tax & Extraordinary Items 20.22 491.76

Provision for Taxation 1.49 2.61

Profit after Tax 2.51 6.07

Profit brought forward from Previous Year 12.50 6.43

Balance carried forward to next year 15.00 12.50

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 6,56,691/- comparing to previous year Rs. 10,44,273/- . The net profit for the year under review has been Rs.2,50,550/- comparing to the previous year net profit Rs. 6,07,416/- Your Directors are continuously looking for avenues for future growth of the Company in Media Industry.

DIVIDEND:

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

FIXED DEPOSITS:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under. There are no Public deposits, which are pending repayment.

COMPANY SECRETARY AND COMPLIANCE DEPARMENT:

Ms. Suman Choudhary, the company secretary has resigned from the company w.e.f 1st February, 2014.Your directors taking steps to appoint qualified company secretary in his place.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

* Mr. Dinanath Shyamsundar(DIN: 06428256), Executive Director of the Company resigned from the Directorship of the Company with effect from 20th January, 2014

* Mr. Vinay Anand(DIN: 06658340) was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 20th January, 2014. Furthermore he was appointed as the Executive Director of the Company at the same Board meeting.

* Mr. Kishan Kumar Jhunjhunwala(DIN: 00479487), Director of the Company resigned from the Directorship of the Company with effect from 20th January, 2014

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

* Mr. Vinay Anand(DIN: 06658340) who was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 20th January, 2014, offers himself to be appointed as Director of the Company. Further in lieu of the appointment as the Executive Director of the Company at the Board meeting held on 20th January, 2014, the same is recommended to the shareholders for approval.

* Mr. Stanley Gilbert Felix Melkhasingh(DIN: 01676020) retires by rotation at the ensuing AGM under the provisions of the erstwhile Companies Act, 1956, offers himself for re-appointment and further it is recommended the Mr. Stanley Gilbert Felix Melkhasingh be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

* Mr. Baskaran Sathya Prakash(DIN: 01786634) be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

AUDITORS:

Auditors M/s. N.Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E) holds the office until the conclusion of the ensuing Annual General Meeting. Your company has received certificate from the Auditors U/s. 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed and that they do not disqualify for re- appointment. In terms of Section 139 of the Companies Act, 2013, M/s. N.Kanodia & Co., Chartered Accountants is proposed to be appointed for a tenure of 4 Annual General Meeting from the conclusion the ensuing 6th Annual General Meeting to the conclusion of the 10th Annual General Meeting(subject to ratification of this appointment at every AGM)

The notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEE:

There are no employees who are paid remuneration in excess under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) ENERGY CONSERVATION:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

C) Technology Absorption, Adaptation and Innovation, Research and Development:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 52 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 52, is attached to the Report on corporate governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING:

Yours Directors are pleased to inform effective from June 05, 2013, the equity shares of Onesource Techmedia Ltd (Scrip Code: 535647) are listed and admitted to dealings on the Exchange in the list of ''MT'' Group Securities.

Your Company paid the Listing Fees to the Exchange for the year 2013-14 as well as 2014-15 in terms of listing agreement entered with the said Stock Exchange.

UTILIZATION OF THE PROCEEDS FROM IPO:

The estimated cost of development of devotional music audio and video albums contents was Rs. 100 lacs, out of which the Company has utilized Rs. 40 lacs towards the development of the said content and the balance has been utilized temporally as loans to others on interest above bank rates repayable on demands and investments.

The Company is in the process of finalizing the infrastructure facilities which would be commensurate with the standards prevalent in the industry. Thus till that time the Company has keep the funds so allocated for this purpose of Rs. 50 lacs in Fixed Deposit.

Your Company is in the business of marketing and distribution of Media contents.. We have entered in the agreements with various industry players to market their contents on royalty basis. The Company has refundable Security Deposits with them against the Stocks/Licences/Rights as provided by them.

IPO Proceeds and Net Proceeds :

Particulars Amount (Rs.)

Issue Proceeds 280,00,000

Less : Issue Related Expenses 46,87,000

Net Proceeds 233,13,000

Utilization of the Net Proceeds :

Particulars Amount (Rs.)

Work-In-Progress for Media Contents 40,00,000

Security Deposit and Advances against Media 55,51,000 Contents

FD with HDFC Bank 50,00,000

Repayment of Advance 24,00,000

Loans On Interests 55,00,000

Investment in Shares 7,50,000

RELATED PARTY TRANSACTION:

The Company during the year under review has entered in to transaction with M/s. Saraa Media Works Pvt. Ltd, for development of devotional music audio and video albums contents, for which the company has paid a refundable/adjustable advance of Rs. 40 lacs to the said party. The Company is in the business of Media Industry and has obtained quotes from many other parties for the same kind of contract.

Further the Company during the year under review has invested Rs. 7.5 Lac in the shares of M/s. SagarOnsys Institute of Gaming Multimedia and Animation Private Limited. The said investee company is in to the industry of Digital and online Media and learning. Thus your Company in addition to the expected appreciation on the investments have made this investment for the furtherance of its main objects and to gain knowledge of other media options.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For ONESOURCE TECHMEDIA LIMITED

Sd/- Sd/- Date: 28th July, 2014 VINAY ANAND BASKARAN SATHYA PRAKASH Place: Chennai Executive Director Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure to submit the Annual Report together with the Statement of Accounts for the Year ended as on 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Financial Results of the Company for the year ended stands as under:

(Rs.) Particulars Current Year Previous Year

Profit before Tax 8,68,416 4,10,613

Less: Provision for Taxation 2,61,000 89,490

Less: Deferred Tax - (7,899)

Profit after Tax 6,07,416 3,29,022

Add: Balance Brought Froward From P/Year 6,42,504 3,13,482

Balance transfer to Balance Sheet: 12,49,920 6,42,504

Your Directors are hopeful of achieving better results during the year.

DIVIDEND:

Your Directors do not recommended any dividend for the year.

CONSERVATION OF ENERGY:

Your Company not being a manufacturing Company has not consumed energy Conservation and additional investment was made for reduction of energy, Consumption.

TECHNOLOGY:

No Comment is made on technology absorption considering the nature of activities undertaken by your Company during the year under review.

FOREIGN EXCHANGE:

The Company has no Foreign Exchange income of outflow during the year under review.

AUDITORS:

M/s. N. Kanodia & Co., Chartered Accountants, offers themselves as eligible to be re-appointed as the statutory auditors.

EMPLOYEES:

In accordance with the requirements of section 217 (2A) of the Companies Act 1956.

SECRETARIAL COMPLAINCE:

A Compliance Certificate under section 383 A the companies act'' 1956 from a Practicing Company Secretary is enclosed herewith this report.

DIRECTORS, RESPONSIBILITY STATEMENT UIS, 217(2AA) OF THE COMPANIES ACT, 1956.

That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures.

That the Directors had selected such accounting polieies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period.

That the Directors had taken Proper and sufficient care for the maintanance of adequate accounting records in accordance with the provisions of tin''s Act for safe guarding the assets of the company and or preventing or deceting fraud and other irregularities.

That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board Express it since gratitude to the share holders, hankers and client for their continued support. The Board also whole heartedly acknowledges with thanks the dedicated efforts of all the staffs and employees of the Company.

On behalf of the Board For Onesource Techmedia Limited

DIRECTOR

Place: Chennai Date: