Dear Shareholders,
The Board of Directors hereby submits the 30th Annual report of the business and
operations of your Company ("the Company"), along with the audited financial
statements, for the financial year ended March 31, 2024.
FINANCIAL RESULTS:
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 |
Company's Performance:
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.
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.
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.
SHARE CAPITAL:
AUTHORIZED CAPITAL:
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.
ALTERATION OF ARTICLES OF ASSOCIATION:
During the year under review the Company has not made any changes in the Articles of
Association 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, 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").
Constitution of Board:
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.
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 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. No. |
Date of Board Meetings |
Attendance of the Directors at the meeting (Yes/No/N.A.) |
|
|
Mr. Vibhu Maurya |
Mr. Ankit Kotwani |
Mr. Atul Chauhan |
Mr. Sachin Maurya |
Ms. Yogyata 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.
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.
Composition of Audit Committee as on 31.03.2024:
| 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 |
Audit Committee Meetings:
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 |
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 .
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 |
Nomination and Remuneration Committee Meetings:
| 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:
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 31.03.2024:
| 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:
Stakeholders' Relationship Committee Meetings:
| Sr. No. |
Date of Stakeholders' 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 |
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,
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.
DECLARATION OF INDEPENDENCE:
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.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
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):
Appointments:
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.
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. 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.
Resignations:
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
DETAILS OF KEY MANAGERIAL PERSONNEL:
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.
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.
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 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.
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 same is also
available on the website of the company.
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 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
FOR PREVENTION OF INSIDER TRADING:
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
("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is
available on the website of the Company www.osivl.com
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.
EXTRACT OF ANNUAL RETURN:
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.
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.
SECRETARIAL STANDARDS OF ICSI:
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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
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.
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 2024.
MATERIAL CHANGES AND COMMITMENT:
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.
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. 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.
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.
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.
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 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.
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 A.
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) 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.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) 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, 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.
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) 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.
ANNUAL SECRETARIAL COMPLIANCE REPORT AS PER REGULATION 24A OF SEBI (LODR) REGULATION,
2015
During the year under review, Annual Secretarial Compliance Report as per Regulation
24A of SEBI (LODR) Regulation, 2015 is not applicable to the Company.
MAINENTANCE OF COST RECORD:
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, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided
forms part of the notes to the financial statements.
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.
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 INE958A01011.
LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:
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.
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 (96.96 % of
shares in demat and 3.04 % 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.
INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
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.
OTHER DISCLOSURE:
(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 |
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FOR, ONESOURCE IDEAS VENTURE LIMITED |
|
|
VIBHU MAURYA |
ATUL CHAUHAN |
| Date: 06th September, 2024 |
MANANGING DIRECTOR AND CFO |
DIRECTOR |
| Place: Chennai |
(DIN:06458105) |
(DIN:00465990) |
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