Mar 31, 2025
The Board of Directors hereby submits the 31st Annual report of the business and operations of your Company (âthe Companyâ), along with the audited financial statements, for the financial year ended March 31, 2025.
FINANCIAL RESULTS:
The Company''s financial performance for the year ended March 31, 2025 is summarized below:
|
(Amount in Lakhs) |
||
|
PARTICULARS |
YEAR ENDED ON 31-03-2025 |
YEAR ENDED ON 31-03-2024 |
|
Revenue from Operations |
7025.32 |
809.99 |
|
Other Income |
12.97 |
23.79 |
|
Total Income |
7038.29 |
833.78 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items andTax Expense |
153.12 |
4.12 |
|
Less: Depreciation/ Amortization/ Impairment |
0.58 |
- |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
153.24 |
4.12 |
|
Less: Finance Costs |
0.12 |
0.01 |
|
Profit /loss before Exceptional items and Tax Expense |
153.12 |
4.11 |
|
Add/(less): Exceptional items |
- |
- |
|
Profit /loss before Tax Expense |
153.12 |
4.11 |
|
Less: Tax Expense: |
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|
Current Tax |
39.95 |
0.72 |
|
MAT Credit |
- |
- |
|
Deferred Tax |
0.12 |
- |
|
Short/Excess provision for previous year |
0.41 |
(0.49) |
|
Profit /loss for the year |
112.64 |
3.88 |
Company''s Performance:
The Key highlights pertaining to the business of the Company for the year 2024-25 and period subsequent there to have been given hereunder:
In this comparison, it''s evident that there was a significant increase in Revenue from Operations from Rs. 809.99 Lakh in 2023-24 to Rs. 7025.32 Lakh in 2024-25. This represents a positive Performance indicator, indicating substantial revenue growth between the two years.
Total Income increased from 833.78 Lakh in 2023-24 to 7038.29 Lakh in 2024-25. This indicates that the company''s Total Income grew by Rs.6,204.51 Lakh, reflecting a positive performance trend with a significant increase in total income year-over-year.
Profit has been increased during the year under review in comparison to last year''s profit. DIVIDEND:
The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend during the year under review.
Your directors have taken appropriate remedial action to mitigate the adverse circumstances for better performance and results during the current year.
TRANSFER TO RESERVES:
During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company is trading in agriculture commodities mainly rice, pulses and grains. Further Board of Directors in their meeting held on 18th July, 2024 and 06th September, 2024 change the Main Object Clause of Memorandum of Association the Company and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024 and in the 30th Annual General Meeting held on 30th September, 2024 respectively.
SHARE CAPITAL:
AUTHORIZED CAPITAL:
During the Year, The Authorized Capital of the Company is Rs. 55,00,00,000/- divided into
55.00. 00.000 Equity Shares of Rs. 1/- each.
Board of Directors in their meeting held on 18th July, 2024 approved the Sub-division of Shares Capital from Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each to Rs.
5.00. 00.000/- divided into 5,00,00,000 Equity Shares of Rs. 1/- each and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
Further, Board of Directors in their meeting held on 18th July, 2024 Increased Authorized Share Capital of the Company from Rs. 5,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 1/- each to Rs. 55,00,00,000/- divided into 55,00,00,000 Equity Shares of Rs. 1/- each and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
During the Year, the paid-up capital of the Company is Rs. 3,07,50,000/- divided into 3,07,50,000/-Equity Shares of Rs. 01/- each.
REGISTERED OFFICE:
During the year under review, the Board of Directors at their meeting held on 18th July, 2024 approved shifting of the Registered Office of the Company to State of Madhya Pradesh, Gwalior for ease of administration and cost effectiveness. The shifting was further approved by the Shareholders through Postal Ballot Resolution dated 24th August, 2024 by passing Special Resolution through Postal Ballot. After obtaining the necessary permission / approval of change of Registered Office from concerned authority(ies), the Registered Office of the Company was shifted from the State of Tamilnadu, Chennai to the state of Madhya Pradesh, Gwalior with effect from May 09, 2025. Accordingly, the Registered Office of the Company is presently situated at 35 Block-C Mansarovar Complex, 7 No Stop M P Nagar MPSRTC Depo 7, M.P. Vidhan Sabha, Bhopal, Huzur, Madhya Pradesh, India- 462004.
NAME CHANGE:
During the year under review, Board of Directors in their Board Meeting dated July 18, 2024 altered Name Clause of the memorandum of Association of the Company to ONESOURCE INDUSTRIES AND VENTURES LIMITED from the existing name ONESOURCE IDEAS VENTURE LIMITED and the same was approved by the shareholders through postal ballot dated August 24, 2024 by the Ministry of Corporate Affairs, Office of the Central Processing Centre with effect from September 27, 2024.
ALTERATION OF MEMORANDUM OF ASSOCIATION:
During the year under review, Board of Directors in their Meeting held on 18th July, 2024 altered the Memorandum of Association of the company and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024 mentioned as follows:
1. Sub-divison of Shares Capital from Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs.
10/- each to Rs. 5,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 1/- each.
2. Increased Authorised Share Capital of the Company from Rs. 5,00,00,000/- divided into
5,00,00,000 Equity Shares of Rs. 1/- each to Rs. 55,00,00,000/- divided into 55,00,00,000 Equity Shares of Rs. 1/- each.
3. Change in Situation Clause of the Company from State of Tamil Nadu to State of Madhya Pradesh.
4. Change in Main Object Clause of the Company.
5. Change in Name Clause of the Company to ONESOURCE INDUSTRIES AND VENTURES LIMITED
from the existing name ONESOURCE IDEAS VENTURE LIMITED.
6. Amend the Memorandum of Association of the company as per the provisions of the Companies
Act, 2013.
Further, Board of Directors in their Meeting held on 06th September, 2024 change the Main Object Clause of Memorandum of Association the Company and the same is approved by in the 30th Annual General Meeting held on 30th September, 2024.
ALTERATION OF ARTICLES OF ASSOCIATION:
During the year under review Board of Directors in their Meeting held on 18th July, 2024 altered the Article of Association of the company and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024. The Alteration was due to change in name of the Company.
SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
EMPLOYEES STOCK OPTION SCHEME
The Company has not provided any Stock Option Scheme to the employees during the year under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company as on 31st March, 2025.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of the company comprises of Executive (Managing Director) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, legal etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 202 5, comprised of 7 (Seven) Directors, Composition is given below:
Constitution of Board:
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The Board comprises following Directors: |
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|
Name of Director |
Category Cum Designation |
Original Date of Appointment |
No. of Shares held as on March 31, 2025 |
|
|
Mr. Vibhu Maurya* |
Managing Director |
30/03/2022 |
19,98,823 |
|
|
Mr. Ankit Kotwani** |
Non-Executive Director |
27/05/2021 |
0.00 |
|
|
Mr. Sachin Maurya*** |
Non-Executive Independent Director |
30/03/2022 |
0.00 |
|
|
Mr. Atul Chauhan |
Independent Director |
30/03/2022 |
0.00 |
|
|
Mr. Naishad Dineshbhai Modi**** |
Executive Director |
18/07/2024 |
0.00 |
|
|
Mr. Rahul Kumar Lalwani***** |
Independent Director |
07/10/2024 |
0.00 |
|
|
Mr. Ritik Wagh***** |
Independent Director |
07/10/2024 |
0.00 |
|
Ms. Harshaben Tolaram Bhawani****** |
Independent Director |
24/08/2024 |
0.00 |
* Mr. Vibhu Maurya has resigned from the post of Managing Director and CFO of the Company in the Board meeting held on 23rd July, 2025 w.e.f. 23rd July, 2025.
**Mr. Ankit Kotwani who is liable to retire by rotation, re-appointed in the Annual General Meeting held on 30th September, 2024.
***Re-Designtion of Mr. Sachin Maurya to Non-executive Non-Independent Director from Nonexecutive Independent Director in the Board Meeting held on 07th October, 2024 subject to approval of Shareholders in the Ensing Annual General Meeting.
****Mr. Naishad Dineshbhai Modi who was appointed as an additional-executive Director of the Company in the Board of Directors meeting held on 18th July, 2024 has regularized through Postal Ballot dated 24th August, 2024, subsequently resigned in the Board meeting held on 28th March, 2025 w.e.f. 27th March, 2025.
*****Mr. Rahul Kumar Lalwani and Mr. Ritik Wagh were appointed as Additional Non-Executive and Independent Director of the Company in the Board of Directors meeting held on 07th October, 2024 subsequently, they both were regularized as an Independent Director through Postal Ballot dated 02nd January, 2025.
******Ms. Harsha Tolrama Bhagwani appointed as Additional Non-Executive and Independent Director of the Company in the Board of Directors meeting held on 24th August, 2024 subsequently, she was regularized as an Independent Director in the 30 th Annual General Meeting held on 30 th September, 2024.
BOARD MEETINGS:
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 13 times. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
AUDIT COMMITTEE:
The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.
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Composition of Audit Committee as on 31.03.2025: |
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|
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|
|
1. |
Mr. Atul Chauhan |
Chairman and Member |
Non-Executive Independent Director |
|
|
2. |
Mr. Vibhu Maurya** |
Member |
Executive Director |
|
|
3. |
Member |
Non-Executive Independent Director |
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In terms of the provisions of the Regulation 18(2)(a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Audit committee was held in following manner:
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel.
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Composition of Nomination and Remuneration Committee as on 31.03.2025: |
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|
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|
|
1. |
Mr. Rahul Lalwani |
Chairman and Member |
Non-executive Independent Director |
|
|
2. |
Mr. Sachin Maurya |
Member |
Non- executive NonIndependent Director |
|
|
3. |
Mr. Ritik wagh |
Member |
Non-Executive Independent Director |
|
*Mr. Rahul Kumar Lalwani and Ritik wagh have been appointed as Non-executive Independent Director and Designation of Mr. Sachin Maurya has been change to Non-executive Non-Independent Director from Non-executive and Independent Director in the Board Meeting held on 07 th October, 2024, and consequent upon this, he has been appointed as member of Nomination and remuneration Committee.
In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Nomination and Remuneration Committee was held in following manner:
STAKEHOLDER''S RELATIONSHIP COMMITTEE:
The Stakeholders'' Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.
Composition of Stakeholders'' Relationship Committee as on 31.03.2025:
|
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|
1. |
Mr. Sachin Maurya |
Chairman |
Non-executive NonIndependent Director |
|
2. |
Mr. Ankit Kotwani |
Member |
Non-executive NonIndependent Director |
|
3. |
Ms. Harshaben Tolaram Bhagwani |
Member |
Non-executive Independent Director |
*Mr. Sachin Maurya has been change to Non-executive Non-Independent Director from Nonexecutive and Independent Director in the Board Meeting held on 07 th October, 2024, and consequent upon this, he has been appointed as Chairman of Stakeholder''s Relationship Committee and in the same meeting Ms. Harshaben Tolaram Bhagwani hand Ankit kotwani have been appointed as Member of the Committee w.e.f. 07-10-2024.
In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company shall meet at least once in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Stakeholders'' Relationship Committee was held in following manner:
RIGHTS ISSUE COMMITTEE:
The Rights issue Committee of the Board of Directors of the Company was formed on 28th November, 2024 after approval of Raising of funds through Rights issue. The Committee constituted to do all such acts related to Rights issue. And to represent the Company before any governmental authorities , if necessary and to appoint any merchant bankers or other professional advisors, consultants and legal advisors, without being required to seek any fresh approval of the members of the Company and to settle all questions, difficulties or doubts that may arise in regard to the Rights Issue and utilisation of the proceeds of the Rights Issue and take all other steps which may be incidental, consequential, relevant or ancillary thereto.
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Composition of Rights issue Committee as on 31.03.2025: |
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Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|||||||
|
1. |
Mr. Vibhu Maurya |
Chairman |
Executive Director |
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|
2. |
Mr. Ankit Kotwani |
Member |
Non-executive NonIndependent Director |
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|
3. |
Mr. Atul Chauhan |
Member |
Non-executive Independent Director |
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|
4. |
Mr. Ritik Wagh |
Member |
Non-executive Independent Director |
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Rights issue Committee Meetings: |
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|
Sr. No. |
Date of Rights issue Committee |
Attendance of the Members at the meeting (Yes/No/N.A.) |
||||||||
|
Mr. Atul Chauhan |
Mr. Vibhu Maurya |
Mr. Ritik wagh |
Mr. Ankit Kotwani |
|||||||
|
1 |
19-03-2025 |
NA |
NA |
Yes |
Yes |
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|
* The Company has announced Rights issue in the Board Meeting held on 28th November, 2024. The |
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issue was opened on 30th April, 2025 for a total period of 30 days. Later due to non-receipt of the minimum subscription as stipulated under Regulation 86(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Rights Issue Committee of the Board, at its meeting held on i.e., May 30, 2025.
INDEPENDENT DIRECTORS:
As per Schedule IV of the Companies Act 2013 a separate meeting of Independent Directors without the attendance of Non- Independent Directors was held on 15th March, 2025 to discuss the agenda items as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Independent Directors reviewed the performance of nonindependent directors and the Board as whole reviewed the performance of the Chairperson of the Company taking into account the views of executive and non-executive directors and assessed the quality quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.
DECLARATION OF INDEPENDENCE:
The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.
All the Independent Directors will undertake required online proficiency self-assessment test within stipulated time period
At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time.
The Familiarization program is also available on the website of the Company at https://docs.osivl.com/Familarization%20Programme%20of%20Independent%20Director%2020 25.pdf .
INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):
Appointments:
Mr. Naishad Dineshbhai Modi who was appointed as an additional-executive Director of the Company in the Board of Directors meeting held on 18th July, 2024, subsequently he was regularized as an Executive Director through Postal Ballot dated 24th August, 2024. Further he has resigned from the post of Directorship in the Board Meeting held on 28th March 2025 w.e.f. 27th March, 2025.
Ms. Harsha Tolrama Bhagwani appointed as Additional Non-Executive and Independent Director of the Company in the Board of Directors meeting held on 24th August, 2024 subsequently, she was regularized as an Independent Director in the 30 th Annual General Meeting held on 30 th September, 2024.
Mr. Rahul Kumar Lalwani and Mr. Ritik wagh were appointed as Additional Non-Executive and Independent Director of the Company in the Board of Directors meeting held on 07th October, 2024 subsequently, they both were regularized as an Independent Director through Postal Ballot dated 02nd January, 2025.
Based on recommendation of Nomination and Remuneration Committee, Designtion of Mr. Sachin Maurya has been changed to Non-executive Non-Independent Director from Non-executive Independent Director in the Board Meeting held on 07th October, 2024 subject to approval of Shareholders in the Ensing Annual General Meeting.
Mr. Vibhu Maurya has resigned from the post of Managing Director and CFO of the Company in the Board meeting held on 23rd July, 2025 w.e.f. 23rd July, 2025.
Mr. Shibhu Maurya appointed as Additional Executive Designated as Managing Director of the Company in the Board of Directors meeting held on 23rd July, 2025 subject to approval of Shareholders in the Ensing Annual General Meeting.
Re-Appointments:
In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act 201S read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Sachin Maurya (Non-Executive Director) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered himself for re-appointment.
Resignations:
Mr. Naishad Dineshbhai Modi who was appointed as an additional-executive Director of the Company in the Board of Directors meeting held on 18th July, 2024, subsequently he was regularized as an Executive Director through Postal Ballot dated 24th August, 2024. Further he has resigned from the post of Directorship in the Board Meeting held on 28th March 2025 w.e.f. 27th March, 2025.
Mr. Vibhu Maurya has resigned from the post of Managing Director and CFO of the Company in the Board meeting held on 23rd July, 2025 w.e.f. 23rd July, 2025.
DETAILS OF KEY MANAGERIAL PERSONNEL:
Ms. Alka Singh who was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 24th July, 2024, due to some medical emergency has resigned w.e.f. 29th July, 2024.
Ms. Neha Ravi Prajapati appointed as a Company Secretary and Compliance Officer of the Company w.e.f 24th August, 2024.
Mr. Vibhu Maurya has resigned from the post of Managing Director and CFO of the Company in the Board meeting held on 23rd July, 2025 w.e.f. 23rd July, 2025.
Mr. Shibhu Maurya appointed as Additional Executive Designate as Managing Director of the Company in the Board of Directors meeting held on 23rd July, 2025 subject to approval of Shareholders in the Ensing Annual General Meeting.
Mr. Ronik Sharma has appointed as Chief Financial Officer (CFO) of the Company w.e.f. 23rd July, 2025. PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act.
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 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 addition the chairman was also evaluated on the key aspects of his role.
Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year:
During the year under review, the Board has appointed Mr. Rahul Kumar Lalwani and Ritik Wagh as
an Independent Directors in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to the best of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended March 31 2025 the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors had 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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 202 5 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Vigil Mechanism Policy is hosted on the Company''s
https://docs.osivl.com/Vigil%20Mechanism%20&%20Whistle%20Blower%20Policy.pdf
NOMINATION AND REMUNERATION POLICY:
The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below
of Key Managerial Personnel. The Company does not pay or nor has pre approved any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company www.osivl.com in the head of Policies.
For Board of Directors and Senior Management Group. The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company''s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2025 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.osivl.com.
FOR PREVENTION OF INSIDER TRADING:
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âCode of Fair Disclosureâ) of the Company. The Code of Fair Disclosure is available on the website of the Company at https://docs.osivl.com/Insider%20Trading%20Policy.pdf
PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:
Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statement and forms part of annual report.
EXTRACT OF ANNUAL RETURN:
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 201S read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, The annual return in Form MGT-7 for the financial year 2024-25 will be available on the website of the Company. The due date for filing annual return for the financial year 2024-25 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92 of the Companies Act, 2013.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions that were entered during the financial year ended on 31st March, 2025 were on arm length basis and ordinary course of business. Particulars of contracts or arrangements with related parties of the Company referred to under Section 188(1) of the Companies Act, 2013 are given in Form AOC -2 as Annexure-A and the same forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as per Section 135 of the Companies Act, 2013, the Company had not taken any initiative on Corporate Social Responsibility during the year under review.
COMPLIANCE OF SECRETARIAL STANDARD:
Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
PARTICULAR OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.
No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2025.
MATERIAL CHANGES AND COMMITMENT:
The Company has announced Rights issue in the Board Meeting held on 28th November, 2024. The issue was opened on 30th April, 2025 for a total period of 30 days. Later due to non-receipt of the minimum subscription as stipulated under Regulation 86(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Rights Issue Committee of the Board, at its meeting held on i.e., May 30, 2025.
Except disclosed above and in Director''s Report, there are no material changes and commitments affecting the financial position of the Company have occurred between the ends of financial year of the Company i.e. March 31, 2025 to the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which we address complaints of sexual harassment at the all workplaces of the Company.
During the year under review there were no incidences of sexual harassment reported.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules 2014, Your Company has no activities relating to Conservation of Energy, Technology Absorption etc. Company is engaged in the trading of Agro commodities.
FOREIGN EXCHANGE EARNING AND OUTGO: NIL
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non- business risks.
The Risk Management Policy has been uploaded on the website of the Company and can be accessed at: https://docs.osivl.com/Risk%20Assessment%20and%20Management%20Policy.pdf
CEO/CFO CERTIFICATION
The CEO & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.
ENVIRONMENT AND SAFETY
The Company is engaged in the Business of Trading of Grains, Pulses and Rice and not in manufacturing activities, hence it is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an effective internal control system which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.
Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company.
During the year such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.
INTERNAL AUDIT
The Company has appointed M/s Sanghvi Malviya & Co., Chartered Accountants (FRN:0001884C) as an Internal Auditor of the Company for the financial year 2025-2026.
The Internal Auditor of the Company directly reports to the Audit Committee for functional matters. The Audit Committee reviews internal audit report and internal control measures at its quarterly meetings. Company''s internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.
However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as Annexure B.
STATUTORY AUDITOR AND THEIR REPORT:
M/s. S V J K AND ASSOCIATES, Chartered Accountant Firm form Ahmedabad, Gujarat (Firm registration number: 1S5182W, Membership No. 19S591) was appointed to hold the office as Statutory Auditor of the Company from the conclusion of 29th (Twenty-Nine) Annual General Meeting till the conclusion of 34th (Thirty Fourth) Annual General Meeting.
M/s. S V J K AND ASSOCIATES, Chartered Accountant Firm form Ahmedabad, Gujarat (Firm registration number: 135182W, Membership No. 193591) resigned from the position of Statutory Auditors of the Company and the same informed to the members on August 12, 202 5 and therefore, the Board of Directors of your Company, on the recommendation of the Audit Committee, have recommended to the members for appointment of M/s. Sumit Ranka and Associates, Chartered Accountants, Hyderabad (Firm Registration No. 147837W) as Statutory Auditors of the Company for a term of 5 years from the Conclusion of 31st Annual General Meeting till the Conclusion of 3 6th Annual
General meeting to be held in the Financial Year 2029-2030 Subject to approval of Members in the ensuing Annual General Meeting.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.
The Auditors'' Report does not contain any qualification reservation or adverse remark. The Auditors9 Report is enclosed with the financial statements in this Annual Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
SECRETARIAL AUDITOR AND THIEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Alpana Sethia, Practicing Company Secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure-C. Board has reviewed the comments given by the secretarial auditor and would try to complete all the requirements as suggested by secretarial auditor under section 134 of the Act.
Management explanation on the remarks of Secretarial Audit report:
(a) According to the information and explanations given to us and the records of the Company examined by us, Mr. Kartik Sanatkumar Jain has resigned from the post of the Company Secretary of the Company w.e.f. 5th February, 2024 and the Company has not appointed Company Secretary in whole time practice in order to fill casual vacancy for the Financial Year 2023-24.
Management comment: The Company has appointed Ms. Neha Ravi Prajapati (M. No. A67093), as the Company Secretary & Compliance Officer of the Company with effect from 27 th August, 2024. The non-compliance occurred due to inadvertence and without any malafied intention of the Company. Further, the company has filed the same as soon it came to company''s notice.
(b) Company has filled the ROC forms within prescribed time limit, However certain forms are filled with delayed along with penalty.
Management comment: The Delay in filing occurred due to inadvertence and without any malafied intention of the Company. Further, the company has filed the same as soon it came to company''s notice.
MAINENTANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR:
During the financial year, the company entered into loan transactions with its directors / relatives of directors. The details of the loans from directors / relatives of directors, including the names of the parties involved, loan amounts, are disclosed in the notes to the financial statements.
DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE SHARES OF THE COMPANY:
Pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.
Accordingly, the Company has appointed Mrs. Neha Prajapati (ACS: 67093), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.
EQUITY SHARES:
During the year, Company has not issued any equity shares with differential rights or any sweat equity shares and the ISIN No. allotted to the company is INE125F01024.
LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Ltd, Mumbai where the Company''s Shares are listed and the ISIN allotted for the same Equity Share is INE125F01024 and BSE Script Code is 530805.
DEMATERIALISATION
As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE125F01024. Presently, shares are held in electronic and physical mode (97% of shares in demat and 3% in physical mode).
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely (www.osivl.com) containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: -
> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.
> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2025.
> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.
> There was no one time settlement of loan obtained from the Banks or Financial Institutions.
> There was no revision of financial statements and Board''s Report of the Company during the year under review.
ACKNOWLEDGEMENT:
Your Director''s would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Stock Exchanges, Regulatory Bodies, Stakeholders and other business associates who have extended their valuable sustained support and encouragement during the year under review.
The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company, and thanks them for yet an excellent year of performance.
Mr. Rahul Kumar Lalwani has been appointed as Non-executive Independent Director in the Board Meeting held on 07th October, 2024, and consequent upon this, he has been appointed as member of Audit Committee.
Audit Committee has been reconstituted after resignation of Mr. Vibhu Maurya w.e.f 23rd July, 2025, and Mr. Shibhu Maurya has been appointed has member to fill up the casual vacancy arose in the same Board Meeting.
Mar 31, 2024
The Board of Directors hereby submits the 30th Annual report of the business and operations of your Company (âthe Companyâ), along with the audited financial statements, for the financial year ended March 31, 2024.
The Company''s financial performance for the year ended March 31, 2024 is summarized below:
(Amount in Lakhs)
|
PARTICULARS |
YEAR ENDED 31.03.2024 |
YEAR ENDED 31.03.2023 |
|
Revenue from Operations |
809.99 |
20.00 |
|
Other Income |
23.79 |
18.91 |
|
Total Income |
833.78 |
38.91 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
4.12 |
14.37 |
|
Less: Depreciation/ Amortization/ Impairment |
- |
- |
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
4.12 |
14.37 |
|
Less: Finance Costs |
0.01 |
0.01 |
|
Profit /loss before Exceptional items and Tax Expense |
4.11 |
14.36 |
|
Add/(less): Exceptional items |
- |
- |
|
Profit /loss before Tax Expense |
4.11 |
14.36 |
|
Less: Tax Expense: Current Tax |
0.72 |
2.66 |
|
MAT Credit |
-- |
(2.66) |
|
Deferred Tax |
-- |
-- |
|
Short/Excess provision for previous year |
(0.49) |
-- |
|
Profit /loss for the year |
3.88 |
14.36 |
The Key highlights pertaining to the business of the Company for the year 2023-24 and period subsequent there to have been given hereunder:
In this comparison, it''s evident that there was a significant increase in Revenue from Operations from Rs. 20.00 Lakh in 2022-23 to Rs. 809.99 Lakh in 2023-24. This represents a positive performance indicator, indicating substantial revenue growth between the two years.
Total Income increased from Rs. 38.91 Lakh in 2022-23 to Rs. 833.78 Lakh in 2023-24 reflecting a positive performance trend with a significant increase in total income year-over-year.
Profit has been reduced during the year under review in comparison to last years profit your directors are striving hard to improve the same.
The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend during the year under review.
Your Directors have taken appropriate remedial action to mitigate the adverse circumstances for better performance and results during the current year.
During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.
During the year, your Company is trading in agriculture commodities.
As on the date of this report, Board of Directors in their meeting held on 18th July, 2024 change the Main Object Clause of the Company and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
During the Year, The Authorised Share Capital of the Company was Rs. 5,00,00,000/- divided into
50.00. 000 Equity Shares of Rs. 10/- each.
As on the date of this report, Authorized Capital of the Company is Rs. 55,00,00,000/- divided into
55.00. 00.000 Equity Shares of Rs. 1/- each.
Board of Directors in their meeting held on 18th July, 2024 approved the Sub-divison of Shares Capital from Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each to Rs. 5,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 1/- each and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
Further, Board of Directors in their meeting held on 18th July, 2024 Increased Authorised Share Capital of the Company from Rs. 5,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 1/- each to Rs.
55.00. 00.000/- divided into 55,00,00,000 Equity Shares of Rs. 1/- each and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
During the Year, the paid-up capital of the Company is Rs. 3,07,50,000/- divided into 30,75,000/- Equity Shares of Rs. 10/- each.
As on the date of this report, paid-up capital of the Company is Rs. 3,07,50,000/- divided into 3,07,50,000/- Equity Shares of Rs. 1/- each.
REGISTERED OFFICE:
During the year under review there is no change in Registered office of the Company.
As on the date of this report, Board of Directors in their Meeting held on 18th July, 2024 passed the Resolution for Shifting Registered Office of the Company from State of Tamil Nadu to State of Madhya Pradesh and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024
CORPORATE OFFICE:
As on the date of this report, Board of Directors in their Meeting held on 30th May, 2024 approve to keep and maintain Books of Accounts of the Company at the 35 Block-C Mansarovar Complex, 7 No Stop M Pnagar Mpsrtc Depo 7, M.P. Vidhan Sabha, Bhopal,Huzur, Madhya Pradesh, India- 462004 w.e.f 30th May, 2024.
NAME CHANGE:
As on the date of this report, Board of Directors in their Meeting held on 18th July, 2024 altered Name Clause of the Company to ONESOURCE INDUSTRIES AND VENTURES LIMITED from the existing name ONESOURCE IDEAS VENTURE LIMITED and the same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
ALTERATION OF MEMORANDUM OF ASSOCIATION:
During the year under review the Company has not made any changes in the Memorandum of Association of the company.
As on the date of this report, Board of Directors in their Meeting held on 18th July, 2024 altered the Memorandum of Association of the company as follows:
1. Sub-divison of Shares Capital from Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each to Rs. 5,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 1/- each
2. Increased Authorised Share Capital of the Company from Rs. 5,00,00,000/- divided into
5,00,00,000 Equity Shares of Rs. 1/- each to Rs. 55,00,00,000/- divided into 55,00,00,000 Equity Shares of Rs. 1/- each.
3. Change in Situation Clause of the Company from State of Tamil Nadu to State of Madhya Pradesh.
4. Change in Main Object Clause of the Company.
5. Change in Name Clause of the Company to ONESOURCE INDUSTRIES AND VENTURES LIMITED from the existing name ONESOURCE IDEAS VENTURE LIMITED
6. Amend the Memorandum of Association of the company as per the provisions of the Companies Act, 2013.
The same is approved by Shareholders through Postal Ballot Resolution dated 24th August, 2024.
During the year under review the Company has not made any changes in the Articles of Association of the company.
The Company has not issued any Sweat Equity Shares during the year under review.
The Company has not provided any Stock Option Scheme to the employees during the year under review. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company as on 31st March, 2024. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of the company comprises of Executive (Whole-time Director) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 2024, comprised of 5 Directors, out of which 1 was Executive Director ("ED") (MD), 1 were Non-Executive Directors ("NEDs") and 3 were NonExecutive Independent Directors ("NEIDs").
The Board comprises following Directors;
|
Name of Director |
Category Cum Designation |
Original Date of Appointment |
No. of Shares held as on March 31, 2024 |
|
Mr. Vibhu Maurya |
Managing Director |
30/03/2022 |
19,98,823 |
|
Mr. Ankit Kotwani* |
Non-Executive Director |
27/05/2021 |
0.00 |
|
Mr. Sachin Maurya |
Independent Director |
30/03/2022 |
0.00 |
|
Mr. Atul Chauhan |
Independent Director |
30/03/2022 |
0.00 |
|
Ms. Yogyata Jhunjhunwala** |
Independent Director |
30/11/2022 |
0.00 |
|
Mr. Naishad Dineshbhai Modi*** |
Executive Director |
18/07/2024 |
0.00 |
|
Ms. Harshaben Tolaram Bhawani |
Additional-Independent Director |
24/08/2024 |
0.00 |
* Mr. Ankit Kotwani who is liable to retire by rotation, re-appointed in the Annual General Meeting held on 30th September, 2023
** Ms. Yogyata Jhunjhunwala was Regularized as an Independent Director in the Extra-Ordinary General Meeting held on 29th August, 2023 has resigned from the Board of Directors w.e.f 04th November, 2023. *** Mr. Naishad Dineshbhai Modi who was appointed as an adddtional-executive Director of the Company in the Board of Directors meeting held on 18th July, 2024 has regularized through Postal Ballot dated 24th August, 2024.
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 6 times. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;
|
Sr. |
Date of |
Attendance of the Directors at the meeting (Yes/No/N |
.A.) |
|||
|
No. |
Board |
Mr. Vibhu |
Mr. Ankit |
Mr. Atul |
Mr. Sachin |
Ms. Yogyata |
|
Meetings |
Maurya |
Kotwani |
Chauhan |
Maurya |
Jhunjhunwala* |
|
|
1 |
30.05.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
|
2 |
03.08.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
|
3 |
14.08.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
|
4 |
01.09.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
|
5 |
14.11.2023 |
Yes |
Yes |
Yes |
Yes |
N.A |
|
6 |
14.02.2024 |
Yes |
Yes |
Yes |
Yes |
N.A |
* Ms. Yogyata Jhunjhunwala was Regularized as an Independent Director in the Extra-Ordinary General Meeting held on 29th August, 2023 and has resigned from the Board of Directors w.e.f 04th November, 2023.
The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.
|
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|
1. |
Mr. Atul Chauhan |
Chairman and Member |
Independent Director |
|
2. |
Mr. Vibhu Maurya |
Member |
Managing Director |
|
3. |
Mr. Sachin Maurya |
Member |
Independent Director |
In terms of the provisions of the Regulation 18 (2)(a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Audit committee was held in following manner:
|
Sr. No. |
Date of Audit Committee Meetings |
Attendance of the Members at the meeting fYes/No/N.A.l |
||
|
Mr. Atul Chauhan |
Mr. Vibhu Maurya |
Mr. Sachin Maurya |
||
|
1 |
30.05.2023 |
Yes |
Yes |
Yes |
|
2 |
14.08.2023 |
Yes |
Yes |
Yes |
|
3 |
01.09.2023 |
Yes |
Yes |
Yes |
|
4 |
14.11.2023 |
Yes |
Yes |
Yes |
|
5 |
14.02.2024 |
Yes |
Yes |
Yes |
The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel .
Composition of Nomination and Remuneration Committee as on 31.03.2024:
|
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|
1. |
Mr. Sachin Maurya |
Chairman and Member |
Independent Director |
|
2. |
Mr. Atul Chauhan |
Member |
Independent Director |
|
3. |
Mr. Ankit Kotwani |
Member |
Non-Executive and NonIndependent Director |
|
Sr. No. |
Date of NRC Meetings |
Attendance of the Members at the meeting (Yes/No/N.A.) |
||
|
Mr. Sachin Maurya |
Mr. Atul Chauhan |
Mr. Ankit Kotwani |
||
|
1 |
03/08/2023 |
Yes |
Yes |
Yes |
|
2 |
01/09/2023 |
Yes |
Yes |
Yes |
In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Nomination and Remuneration Committee was held in following manner:
The Stakeholders'' Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.
|
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
|
1. |
Mr. Atul Chauhan |
Chairman and Member |
Independent Director |
|
2. |
Mr. Vibhu Maurya |
Member |
Managing Director |
|
3. |
Mr. Sachin Maurya |
Member |
Independent Director |
In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company shall meet at least once in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Stakeholders'' Relationship Committee was held in following manner:
|
Sr. No. |
Date of Stakeholdersâ Relationship Committee Meetings |
Attendance of the Members at the meeting (Yes/No/N.A.) |
||
|
Mr. Atul Chauhan |
Mr. Vibhu Maurya |
Mr. Sachin Maurya |
||
|
1 |
14.02.2024 |
Yes |
Yes |
Yes |
As per Schedule IV of the Companies Act 2013 a separate meeting of Independent Directors without the attendance of Non- Independent Directors was held on 15th March, 2024 to discuss the agenda items as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Independent Directors reviewed the performance of non- independent directors and the Board as whole reviewed the performance of the Chairperson of the Company taking into account the views of executive and non-executive directors and assessed the quality quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.
In accordance with Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time.
The Familiarization program is also available on the website of the Company www.osivl.com. INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):
Ms. Yogyata Jhunjhunwala appointed as Additional Non-Executive and Independent Director of the Company in the Board of Directors meeting held on 30th November, 2022 subsequently she was regularized as an Independent Director in the Extra-Ordinary General Meeting held on 29th August, 2023
Mr. Naishad Dineshbhai Modi who was appointed as an additional-executive Director of the Company in the Board of Directors meeting held on 18th July, 2024, subsequently he was regularized as an Executive Director through Postal Ballot dated 24th August, 2024.
Ms. Harsha Tolrama Bhagwani appointed as Additional Non-Executive and Independent Director of the Company in the Board of Directors meeting held on 27th August, 2024.
In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act 201S read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Ankit Kotwani (Non-Executive Director) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered himself for re-appointment.
Ms. Yogyata Jhunjhunwala was Regularized as an Independent Director in the Extra-Ordinary General Meeting held on 29th August, 2023 has resigned from the Board of Directors w.e.f 04th November, 2023
Mr. Kartik Sanatkumar Jain who was appointed as a Company Secretary and Compliance Officer of the Company w.e.f 30th July, 2022 has resigned w.e.f. 5th February, 2024.
Ms. Alka Singh who was appointed as a Company Secretary and Compliance Officer of the Company w.e.f 24th July, 2024, due to some medical emergency has resigned w.e.f. 29th July, 2024
Ms. . Neha Ravi Prajapati appointed as a Company Secretary and Compliance Officer of the Company w.e.f 27th August, 2024.
The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act.
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 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 addition the chairman was also evaluated on the key aspects of his role.
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to the best of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended March 31 2024 the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors had 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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 2024 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The same is also available on the website of the company.
The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company www.osivl.com in the head of Policies.
For Board of Directors and Senior Management Group. The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company''s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2024 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.osivl.com
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âCode of Fair Disclosureâ) of the Company. The Code of Fair Disclosure is available on the website of the Company www.osivl.com
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2023-24 will be available on the website of the Company. The due date for filing annual return for the financial year 2023-24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92 of the Companies Act, 2013.
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as per Section 135 of the Companies Act, 2013, the Company had not taken any initiative on Corporate Social Responsibility during the year under review.
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.
During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.
No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2024.
Except disclosed in Director''s Report, there are no material changes and commitments affecting the financial position of the Company have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.
To foster a positive workplace environment free from harassment of any nature we have institutionalized
the Anti-Sexual Harassment Initiative (ASHI) framework through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees nonretaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The same is also available on the website of the Company.
During the year under review there were no incidences of sexual harassment reported.
As required under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules 2014 , Your Company has no activities relating to Conservation of Energy, Technology Absorption etc.
FOREIGN EXCHANGE EARNING AND OUTGO: NIL RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non- business risks.
Your Company has an effective internal control system which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.
Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company.
During the year such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.
The Company has appointed M/s Sanghvi Malviya & Co., Chartered Accountants (FRN:0001884C) as an Internal Auditor of the Company for the financial year 2024-2025.
The Internal Auditor of the Company directly reports to the Audit Committee for functional matters. The Audit Committee reviews internal audit report and internal control measures at its quarterly meetings. Company''s internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.
Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.
However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as Annexure A.
M/s. S V J K AND ASSOCIATES, Chartered Accountant Firm form Ahmedabad, Gujarat (Firm registration number: 1S5182W, Membership No. 19S591) shall hold the office as Statutory Auditor of the Company from the conclusion of 29th (Twenty-Nine) Annual General Meeting till the conclusion of 34th (Thirty Fourth) Annual General Meeting.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.
The Auditors'' Report does not contain any qualification reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
All the related party transactions that were entered during the financial year ended on 31st March, 2023 were on arm length basis and ordinary course of business. Particulars of contracts or arrangements with related parties of the Company referred to under Section 188(1) of the Companies Act, 2013 are given in Form AOC -2 as Annexure-B and the same forms part of this report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Alpana Sethia, Practicing Company Secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure C.
Board has reviewed the comments given by the secretarial auditor and would try to complete all the requirements as suggested by secretarial auditor under section 134 of the Act.
Management explanation on the remarks of Secretarial Audit report:
(a) The Company has failed to appoint the Internal Auditor pursuant to provisions of section 138 (1)
of The Companies Act 2013 and the rules made thereunder.
The Company has appointed M/s Sanghvi Malviya & Co., Chartered Accountants (FRN:0001884C) as an Internal Auditor of the Company for the financial year 2024-2025, in accordance with the provisions of Section 138 of the Companies Act, 2013 read with rules made thereto.
(b) As per Regulation 30 of SEBI (LODR) Regulation, 2015, Company has not intimated to BSE regarding Resignation of Ms. Yogyata Jhunjhunwala Independent Director, Appointment Statutory Auditor and Outcome of AGM.
The non-compliance occurred due to inadvertence and without any malafied intention of the Company. Further, the company has filed the same as soon it came to company''s notice.
(c) Company has filled the ROC forms within prescribed time limit, However certain forms are filled with delayed along with penalty.
The non-compliance occurred due to inadvertence and without any malafied intention of the Company. Further, the company has filed the same as soon it came to company''s notice.
(d) As per Reg. 47(3) of SEBI (LODR) Regulation 2015, the entity shall publish the Quarterly Financial Results in Newspaper and Submission of same with Stock Exchange within 48 hours from the conclusion of meeting in which financial results were approved. However, the same was not been submitted to the stock exchange for the quarter ended September 2023 and December 2023.
The non-compliance occurred due to inadvertence and without any malafied intention of the Company.
(e) As per Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulation 2015, Listed entity must submit Structured Digital Database compliance certificate within 21 days from end of each quarter. However, the Compliance Certificate for the Quarter ended September 2023, and December 2023 was not filed within time.
The non-compliance occurred due to inadvertence and without any malafied intention of the Company. Further, the company has filed the same as soon it came to company''s notice.
During the year under review, Annual Secretarial Compliance Report as per Regulation 24A of SEBI (LODR) Regulation, 2015 is not applicable to the Company.
The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
Particulars of loans given, investments made, guarantees given and securities provided forms part of the notes to the financial statements.
During the financial year, the company entered into loan transactions with its directors / relatives of directors. The details of the loans from directors / relatives of directors, including the names of the parties involved, loan amounts, are disclosed in the notes to the financial statements.
During the year, Company has not issued any equity shares with differential rights or any sweat equity shares and the ISIN No. allotted to the company is INE958A01011.
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Ltd, Mumbai where the Company''s Shares are listed and the ISIN allotted for the same Equity Share is INE125F01024 and BSE Script Code is 530805.
As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE125F01024. Presently, shares are held in electronic and physical mode (96.96 % of shares in demat and 3.04 % in physical mode).
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely (www.osivl.com) containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
(a) As on 31st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.
(b) No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.
(c) The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2024.
(d) There was no one time settlement of loan obtained from the Banks or Financial Institutions.
(e) There was no revision of financial statements and Board''s Report of the Company during the year under review
ACKNOWLEDGEMENT:
Your directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from banker''s financial institutions business partners and other stakeholders.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR, ONESOURCE IDEAS VENTURE LIMITED
VIBHU MAURYA ATUL CHAUHAN
Date: 06* September, 2024 MANANGING DIRECTOR AND CFO DIRECTOR
Place: Chennai (DIN: 06458105) (DIN: 00465990)
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 20th 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 Financial Audited Financial
Statement for the Statement for the
year ended March year ended March
31st 2014 31st 2013
Revenue from Operations 289.18 33.57
Profit Before Tax &
Extraordinary Items -188.60 -6.96
Provision for Taxation -4.55 0.09
Profit after Tax -184.05 -7.05
Profit brought forward
from Previous Year -241.45 -234.40
Add Profit/Loss after tax -184.05 -7.05
Sub Total -425.51 -241.45
REVIEW OF OPERATIONS:
During the year under review, the Company has incurred loss before
Interest, Depreciation & Tax of Rs. 1,86,67,685/- comparing to
previous year loss of Rs. 3,52,546/-. The net Loss for the year under
review has been Rs. 1,84,05,317/- comparing to the previous year net
loss Rs. 7,05,169/-. Your Company has vide declaration of Postal Ballot
Results on 01st March, 2014 has amended its Object Clause and thus have
now ventured in the Industry of "Consultancy, Advisory and
Investing/Trading of shares and securities" in place of existing
business of "dealers/makers of Jewellery (s)".Your Board of Directors
are confident that a great heights can be achieved in the new field.
DIVIDEND:
Due to losses during the year and also due to carried forward losses,
your Company do not recommend any Dividend during the year under
review.
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 DEPARTMENT :
During the year under review, Ms. Nisha Jain was appointed as the
Company Secretary cum compliance officer of the Company w.e.f., 24th
June, 2013. The Company accepted her resignation from the Company with
effect from 10th January, 2014. Your directors are taking steps to
appoint qualified company secretary in her place. Till such time, Mrs.
B Venodhini, Managing Director of the Company has been appointed as the
Compliance Office of the Company.
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.
DIRECTORS:
During the year under review, following changes took place in the
Composition of Board of Directors of the Company;
* Mr. Sundaram Sankaranarayanan (DIN: 00975329) and Mrs. B Venodhini
(DIN: 00479516) were appointed as the Additional Director of the
Company cum Non-Executive Independent Director and Executive Director
Respectively w.e.f., 29th May, 2013.
* Mr. Loganathan Anand (DIN: 01726266) Managing Director, Mr. Nagarajan
Arun Kumar (DIN: 02402197) Non-Executive Independent Director and Mr.
Sasi Bhaskaran (DIN: 02446526) Non- Executive Independent Director,
respectively resigned from the Board of Directors w.e.f., 10th June,
2013.
* Mrs. B. Venodhini(DIN:00479516) was appointed as the Managing
Director cum Chief Executive Officer of the Company for a period of two
years w.e.f., 10th June, 2013(as approved by the Share Holders of the
Company at the AGM held on 25th July, 2013).
* Mr. Sundaram Sankaranarayanan (DIN: 00975329) was regularized as the
Non-Executive Independent Director of the Company at the AGM Held on
25th July, 2013.
* Mr. Hariharan Jayaraman Iyer (DIN: 01313792) Non-Executive
Independent Director and Mrs. Pramila Hariharan (DIN: 01364121)
Non-Executive Independent Director showed their non- willingness to be
re-appointed as the Director of the Company and thus both of them
retired by rotation w.e.f., the AGM held on 25th July, 2013.
* Mr. Loganathan Ramakrishna (DIN: 02402152) Non-Executive Independent
Director resigned from the Board of Directors w.e.f., 08th October,
2013.
* Mr. Kesavan Suresh Kumar (DIN: 06805795) was appointed as the
Additional Director cum Non-Executive Independent Director of the
Company w.e.f., 08th May, 2014.
* Mr. Sundaram Sankaranarayanan (DIN: 00975329) Non-Executive
Independent Director resigned from the Board of Directors w.e.f., 10th
May, 2014.
* Mr. Sambasivaiyer Swaminathan (DIN: 02800432) was appointed as the
Additional Director cum Non-Executive Independent Director of the
Company w.e.f., 14th August, 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;
* Mrs. B Venodhini (DIN: 00479516), who retires by rotation at the
ensuing AGM under the provisions of the Companies Act, 2013, being
eligible seeks re-appointment,
* Mr. Ashok Bothra (DIN 01734863) is proposed to 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. Kesavan Suresh Kumar (DIN: 06805795) is proposed to be appointed
as the Independent Director of the Company for a tenure of five years
ended 07th May, 2019 under the provision of Section 149 of the
Companies Act, 2013 and
* Mr. Sambasivaiyer Swaminathan (DIN: 02800432) is proposed to be
appointed as the Independent Director of the Company for a tenure of
five years ended 13th August, 2019 under the provision of Section 149
of the Companies Act, 2013.
CHANGE IN THE PROMOTER/MANAGEMENT OF THE COMPANY:
Though it is already known that M/s. B.P. Jhunjhunwala & Others (HUF)
has taken over the Company through an open offer, the facts of the said
circumstances are brought forward as under;
M/s. B.P. Jhunjhunwala & Others (HUF) (Acquirer) entered into a Share
Purchase Agreement dated 12.06.2013 with the Sellers (erstwhile
Promoters) to acquire in aggregate 14,09,399 (Fourteen Lacs Nine
Thousand Three Hundred and Ninety Nine) equity shares of Rs. 10/- each
representing 31.32% of the fully paid-up equity and voting share
capital of the Company at a price of Rs. 1.35 per fully paid-up equity
share payable in cash ("Negotiated Price") for a total consideration of
Rs. 19,02,688.65 (Rupees Nineteen Lacs Two Thousand Six Hundred Eighty
Eight and Sixty Five Paise Only). Pursuant to the execution of the SPA,
this mandatory Open Offer dated 18th July, 2013 was made by the
Acquirer in compliance with the regulation 3(1) & 4 of the SEBI (SAST)
Regulations, 2011
The Acquirer made an Open Offer to acquire 11,70,000 Equity Shares of
Rs. 10/- each representing 26.00% of total equity and voting share
capital of the Company, at a price of Rs. 1.70 (Rupees One and Seventy
Paise Only) per equity share (the "Offer Price")
Final Letter of Offer was released on 18th July, 2013 stating that the
Open offer will be for the following period:
Open Offer Opens on: 02nd August, 2013
Open Offer Closes on: 19th August, 2013
The Independent Directors Committee constituted for the purpose of
recommendation for acceptance or rejection of the Open Offer on 30th
June, 2013 recommended the acceptance of the Open Offer made by the
Acquirer, as the Offer price of Rs. 1.70/- per Equity Shares as quoted
by the acquirer was higher than the fair value per equity share of the
Company which was certified to be Rs. 1.67 per Share.
Mr. K.R.S. Anand Kumar along with Mrs. Kalarani Sivasubramanyam (herein
after referred as the "Erstwhile Promoter" or "Petitioner" ) filed an
petition with the Court of the First Additional District Judge,
Coimbatore, vide I.A. No. 558/2013 in O.S. No. 429/2013 and I.A. No.
559/2013 in O.S. No. 429/2013 Dated 29th August, 2013, under Order
XXXIX Rule 1 and 2 r/w Sec 151 of CPC Seeking Temporary injunction
against M/s. Onesource Ideas Venture Limited (Formerly Known as
Anugraha Jewellers Limited) (hereinafter referred as the "Target
Company") and Mr. Anand Loganathan, Mr. Hari Loganathan, K.R.
Loganathan, Mr. L. Prakash, Mr. K.R.S. Suresh (hereinafter referred as
the "Erstwhile Promoter or "Respondent") and M/s. B.P. Jhunjhunwala &
Others (HUF) (herein after referred as the "Acquirer") and M/s. V.C.
Corporate Advisors Pvt. Ltd. (hereinafter refereed as the "Manager to
the Offer") and M/s. The Cameo Corporate Services Limited (hereinafter
referred as the "Registrar and Share Transfer Agent for the Open
Offer") for form transferring or in any manner dealing with or
alienating or encumbering 1,74,000 Equity Shares of Rs. 10/- each as
declared in the Open Offer Letter dated 18.07.2013 issued by the
Acquirer to be standing in the name of Late M.R.S. Mani pending
disposal of the suit.
The Court of the First Additional District Judge, Coimbatore passed the
order in the favour of the Respondents. Thus the Order dated 29th
September, 2013 dismissed the Petition and vacated the Ad- interim
injunction already granted by the Court.
The Manager to the offer vide their Certificate dated 07th October,
2013 confirmed the completion of the Open Offer, stating the fact that
27,100 Equity shares were offered by the public to the Acquirers
through the Open Offer. Thus the total post Takeover holding of the
Acquire along with PAC was 17,37,499 Equity Shares representing 38.61%
of the fully paid-up equity and voting share capital of the Company.
STATEMENT BY THE PROMOTERS:
M/s. B.P. Jhunjhunwala & Others (HUF) represented through its Karta Mr.
B.P. Jhunjhunwala takes this opportunity to assure the Members of the
Company that we will take all steps necessary to take the Company to
next heights.
AUDITORS:
Auditors Mr. Pradeep Gupta, Chartered Accountants, holds the office
until the conclusion of the ensuing Annual General Meeting. Your
company has received a letter dated 06th August, 2014 from Mr. Pradeep
Gupta stating his un-willingness to be re-appointed as the Auditor of
the Company due to his prior engagements with other companies. The
Audit Committee of the Board and Board of Directors at the Meeting held
on 14th August, 2014 has recommended the appointment of M/s. Dharmaraj
& Co., (Firm Registration No. 013630S) Chartered Accountants as the
Statutory Auditors of the Company. A certificate from the M/s.
Dharmaraj & Co., U/s. 141 of the Companies Act, 2013 to the effect that
their appointment if made, will be within the limit prescribed and that
they do not disqualify for appointment. In terms of Section 139 of the
Companies Act, 2013, M/s. Dharmaraj & Co., Chartered Accountants is
proposed to be appointed for a tenure of 4 Annual General Meeting from
the conclusion the ensuing 20th Annual General Meeting to the
conclusion of the 24th 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 does 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 and Stock Exchanges. The Company has also implemented several
best corporate governance practices as prevalent globally.
The Report on corporate governance as stipulated under Clause 49 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 49, is attached to the Report on corporate
governance.
COMPLIANCE CERTIFICATE:
In accordance with section 383A of Companies Act, 1956 and Companies
(Compliance Certificate) Rules, 2001 the Company has obtained the
Compliance Certificate from a Secretary in whole-time practice
confirming that the Company has complied with the provisions as
required u/s 383A of the Companies Act, 1956 and copy of such
certificate is annexed to this report
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 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
EQUITY SHARE CAPITAL:
The Company vide Special Resolution passed through declaration of
Postal Ballot Results dated, 01st March, 2014 , Pursuant to Section 100
to 104 and other applicable provisions, if any, of the Companies Act,
1956, (including any statutory re-enactment or amendment thereof) and
subject to the Listing Agreement entered into by the Company with Stock
Exchanges where Shares of Company are listed, and subject to the
confirmation of the Hon'' ble High Court, and other appropriate
authorities in this regard, has accorded its consent to the reduction
of Paid-up Capital of the Company from Rs. 4,50,00,000 divided into
45,00,000 Equity Shares of Rs. 10/- each fully paid-up to Rs. 22,50,000
divided into 2,25,000 Equity Shares of Rs. 10/- each fully paid which
capital has been lost and is unrepresented by the available assets and
to effect such reduction by setting off its Accumulated Losses in the
Profit and Loss Account to the extent of Rs. 4,27,50,000/- as per
Audited Accounts as on 31st December 2013.
The Company has vide its petition No. 257 of 2014 has filed its
Petition for confirmation of Reduction of the Paid-Up Share Capital of
the Company with Honourable High Court of Madras. The Judgement of High
Court of Madras is awaited.
LISTING:
Your Company paid the Listing Fees for Both BSE Limited and Madras
Stock Exchange Limited for the FY 2014-15 in terms of listing agreement
entered with the said Stock Exchanges.
RELATED PARTY TRANSACTION:
During the year under review, the Company has not entered in to any
related party transactions except payment of salary/remuneration to Key
Managerial Personnel''s.
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 Ideas Venture Limited
Sd/-
Date : 14th August, 2014 B VENODHINI
Place : Chennai Managing Director
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the 19th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2013.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2013 31.03.2012
Sales / Income 33.57 14.87
Profit / (Loss) before Tax &
extraordinary item -6.96 -0.28
Less : Provision for Taxation 0.09 0.01
Profit / (Loss) after Tax -7.05 -0.29
Add : Profit / (Loss) brought
forward from Previous Year -234.40 -234.11
Balance of Losses carried forward -241.45 -234.40
OVERVIEW OF ECONOMY
According to the latest estimates, Indian Economy grew by 5% in FY
2013, reflecting lower than expected growth in both industry and
services sectors. Inflation also was at elevated levels. However with
commodity and crude oil prices on the decline from the peak and with
various policy initiatives coming through, the Economy is estimated to
grow by around 6% in FY2014 with lower Inflation.
OVERALL PERFORMANCE & OUTLOOK
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2012-2013.
Due to sluggishness in economy and lack of demand by consumers, Gross
income from operations remained at Rs. 33.57 Lac in comparison to last
years'' figure of Rs. 14.87 Lac. In term of Net Loss, the same has been
widened during the year and was of Rs. 7.05 Lac in comparison to last
years'' net loss of Rs. 0.29 Lac.
The Company is in to the Business of trading of Gold & Diamond
Jewellery through its retail outlets.
The company is willing to change the nature of activities considering
the too competitive Jewellery trade in Coimbatore. Further, your
Directors are exploring other options for undertaking new activities in
the future.
DIVIDEND
Due to losses during the year and also due to carried forward losses,
your Company do not recommend any Dividend during the year under
review.
SUBSIDIARY COMPANY
The Company does not have any subsidiary.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the Year, with effect from 29th May 2013, Ms. B. Venodhini and
Mr. Sundaram Sankaranarayanan have been appointed as Executive and
Independent Directors of the Company respectively to broad base the
Board; are liable to retire in ensuring Annual General Meeting and are
eligible, offers themselves for re- appointment in next Annual General
Meeting.
Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2013, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The Directors had prepared the annual accounts on a going concern
basis as stated in Note 21 of Notes on accounts.
STATUTORY INFORMATION
The Company being basically in the business of trading of Gold &
Diamond Jewellery, requirement, regarding and disclosures of
Particulars of conservation of energy and technology absorption
prescribed by the rule is not applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in information & technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Existing Auditors M/s. Gurubatham & Associates who are retiring in
ensuring Annual General Meeting have expressed their un-willingness to
re-appoint as Auditors of the Company.
In place of existing Auditors, the Board has appointed M/s Pradeep
Gupta, Chartered Accountants, Mumbai for financial year 2013-2014. Your
Company has received certificate from the Auditors u/s 224(1B) of the
Companies Act, 1956 to the effect that their appointment if made, will
be within the limit prescribed. The shareholders are requested to
appoint Auditors and fix their remuneration.
COMMENTS ON AUDITOR''S REPORT :
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having into the business of trading of Gold & Silver
Jewellery during the year under review and hence the information
regarding conservation of energy, Technology Absorption, Adoption and
innovation, the information required under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC 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.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Coimbatore, May 29, 2013 By order of the Board
For ANUGRAHA JEWELLERS LIMITED
Registered Office :
473, Big Bazaar Street, ANAND LOGANATHAN
Coimbatore - 641 001 Chairman & Managing Director
Mar 31, 2012
The Directors hereby present the Eighteenth Annual Report together
with the Audited Accounts for the period ended 31st March 2012.
FINANCIAL RESULTS
The working of the Company during the year under review resulted in a
Net Loss of Rs. 28317/- (Previous year Net Profit of Rs. 192'348/-).
ABOUT THE INDUSTRY:
Your directors felt that the scope of increasing the Jewellery
busiiness in the current premises was not there. The reason for this
are' the congestion in the area and the difficult approach' and also
the mushrooming of Big jewellery stores in the city with easy approach
road and ample parking facilities. Hence the Board has recommended the
sale of the property at 473' Big Bazaar street' Coimbatore.
As you are aware' as required under Section 192 A of the Companies
Act'1956' read with the companies ( Passing of the Resolution by postal
Ballot) Rules' 2001' neces- sary notice and resolution along with
Postal Ballot Form' seeking your approval for the above said purposal
has already been sent.
FUTURE PROSPECTS:
Once the sale of the company building is complete' then the board will
decide on how best to utilize the sale proceeds to derive the maximum
benefit for the company.
DIRECTORS:
Sri Iyer Hariharan Jayaraman and Smt. Pramilla Hariharan ' Directors
retire at the ensuing Annual General Meeting and are eligible for
re-appointment as Directors. Sri Ashok K Bothra was appointed as an
Additional director of the company with effect from 29.06.2012 and
holds office till this Annual General Meeting. Considering the
directors vast experience in various fields of management' your board
is of the opinion that his appointment at the ensuing Annual General
Meeting would be beneficial to the growth of the company. Necessary
resolution for his appointment as a director of the company' at the
ensuing Annual General Meeting is placed for approval of members.
None of the directors of the company are disqualified under section
274(1) (g) of the Companies Act' 1956' from being appointed as director
of this company.
AUDITORS:
Mr. R. Gurubatham' Auditor of the company retires at the conclusion of
the ensuing Annual General Meeting and is eligible for re-appointment.
It is proposed to Appoint M/s Gurubatham & Co as the Auditors for the
year 2012-2013
DEPOSITS : The Company has not accepted any deposits within the meaning
of section 58A of the Companies Act' 1956 read with Reserve Bank of
India's Directions for acceptance of Deposits by Non-Banking
Non-Financial Companies.
STATUTORY INFORMATION:
None of the employees of the company are drawing remuneration in excess
of the limits prescribed under section 217(2A) of the Companies Act'
1956' during the year under report
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors in terms of Section 217(2AA) of the Companies Act' 1956
confirm that:
i) All applicable accounting standards have been followed in the
preparation of the annual accounts.
ii) Your 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 as of 31st March 2012 and of the loss of the company for
the 12 months period ended that date.
iii) Proper and Sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
iv) The annual accounts have been prepared on going concern basis as
stated in Note 21 of Notes on accounts.
CONSERVATION OF ENERGY; RESEARCH & DEVELOPMENT:
The information required under Section 217 (2) (e) is not applicable
since the operations of the Company are not energy incentive.
No foreign Exchange was involved during the year under report.
CASH FLOW STATEMENT AS PER LISTING AGREEMENT.
Cash Flow Statement is enclosed.
COMPLIANCE CERTIFICATE
Compliance certificate as required under section 383A of the Companies
Act' 1956' obtained from a company secretary in whole time practice is
attached to this report.
ACKNOWLEDGEMENT
Your Directors wish to express their full appreciation for the
assistance and co-operation extended to us by its banker' Indian
Overseas Bank. Your Directors wish to thank the esteemed shareholders
for extending their unstinted co-operation and support in the
Management of the Company.
The Directors also wish to thank all the employees for their support
and co-operation.
By order of the Board
For Anugraha Jewellers Limited
Place : Coimbatore
Date : 10.08.2012 Anand Loganathan
Managing Director.
Mar 31, 2010
The Directors hereby present the Sixteenth Annual Report together with
the Audited Accounts for the period ended 31st March 2010.
FINANCIAL RESULTS
During the year the Company was able to achieve a Net Profit of
Rs.34,355/- (Previous year Loss of Rs. 1,74,564/-).
PERFORMANCE
Your directors are taking steps to generate more revenue during the
current year.
FUTURE PROSPECTS:
Business has become very competitive due to the entry of very big
players in the Jewellery trade in our city. Your directors are taking
all steps to reduce expenditure in the Company and thus achieve more
profits.
DIRECTORS:
Mr. Iyer Hariharan Jayaraman and Mrs. Pramila Hariharan Directors
retire at the ensuing Annual General Meeting and are eligible for
re-appointment as Directors.
No Director of the company is disqualified under section 274(1) (g) of
the Companies Act, 1956, from being appointed as director of this
company.
AUDITORS:
Mr. R. Gurubatham, Auditor of the company retires at the conclusion of
the ensuing Annual General Meeting and is eligible for re-appointment.
DEPOSITS
The Company has not accepted any deposits within the meaning of section
58 A of the Companies Act, 1956 read with Reserve Bank of Indias
Directions for acceptance of Deposits by Non-Banking Non-Financial
Companies.
STATUTORY INFORMATION:
None of the employees of the company are drawing remuneration in excess
of the limits prescribed under section 217(2A) of the Companies Act,
1956, during the year under report
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors in terms of Section 217(2AA) of the Companies Act, 1956
confirm that:
i) All applicable accounting standards have been followed in the
preparation of the annual accounts.
ii) Your 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 as of 31" March 2010 and of the profit of the company
for the 12 months period ended that date.
iii) Proper and Sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
iv) The annual accounts have been prepared on going concern basis as
stated in Note 21 of Notes on accounts.
CONSERVATION OF ENERGY; RESEARCH & DEVELOPMENT:
The information required under Section 217 (2) (e) is not applicable
since the operations of the Company are not energy incentive.
No foreign Exchange was involved during the year under report
CASH FLOW STATEMENT AS PER LISTING AGREEMENT.
Cash Flow Statement is enclosed.
COMPLIANCE CERTIFICATE
Compliance certificate as required under section 383A of the Companies
Act, 1956, obtained from a company secretary in whole time practice is
attached to this report
ACKNOWLEDGEMENT
Your Directors wish to express their full appreciation for the
assistance and co-operation extended to us by its banker, Indian
Overseas Bank. Your Directors wish to thank the esteemed shareholders
for extending their unstinted cooperation and support in the Management
of the Company.
The Directors also wish to thank all the employees for their support
and co-operation.
By Order of the Board.
Place : Coimbatore Anand Loganathan
Date : 09.08.2010 Chairman of the Meeting
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