Dear Shareholders,
The Board of Directors hereby submits the 31st 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, 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: |
|
|
| 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.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
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:
The Board comprises following Directors:
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.
The details of attendance of each Director at the Board Meeting and Annual General
Meeting are given below;
Sr. N o. |
Date of Board Meetin gs |
Attendance of the Directors at the meeting (Yes/No/N.A.) |
|
|
Mr. Vibhu Maury a* |
Mr. Ankit Kotwan i* |
Mr. Atul Chauh an |
Mr. Sachin Maury a* |
Mr. Naishad Dineshb hai Modi* |
Ms. Harsha Tolaram Bhagwa ni* |
Mr. Ritik Wag h* |
Mr. Rahul Lalwan i* |
1 |
30-05 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
2 |
10-07- 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
3 |
18-07 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
4 |
24-07 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
5 |
29-07 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
6 |
14-08 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
7 |
27-08 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
NA |
8 |
06-09 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
9 |
07-10 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
10 |
23-10 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
11 |
28-11 2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
12 |
13-01 2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
13 |
28-03 2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
* Change in Board of Directors in detailed in the Composition section.
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 31.03.2025:
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. |
Mr. Rahul Kumar Lalwani* ** |
Member |
Non-Executive Independent Director |
*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.
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 (Yes/No/ at the meeting
N.A.) |
|
|
Mr. Atul Chauhan |
Mr. Vibhu Maurya |
Mr. Sachin Maurya |
Mr. Rahul Kumar Lalwani |
1 |
30-05-2024 |
Yes |
Yes |
Yes |
NA |
2 |
18-07-2024 |
Yes |
Yes |
Yes |
NA |
3 |
14-08-2024 |
Yes |
Yes |
Yes |
NA |
4 |
06-09-2024 |
Yes |
Yes |
Yes |
NA |
5 |
23-10-2024 |
Yes |
Yes |
NA |
Yes |
6 |
13-01-2025 |
Yes |
Yes |
NA |
Yes |
7 |
28-03-2025 |
Yes |
Yes |
NA |
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 31.03.2025:
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.
Nomination and Remuneration Committee Meetings:
Sr. No. |
Date of NRC Meeting |
Attendance of the Members at the meeting (Yes/No/N.A.) |
|
|
Mr. Sachin Maurya |
Mr. Atul Chauhan |
Mr. Ankit Kotwani |
Mr. Rahul Kumar lalwani |
Mr. Ritik wagh |
| 1 |
18-07-2024 |
Yes |
Yes |
Yes |
NA |
NA |
| 2 |
24-07-2024 |
Yes |
Yes |
Yes |
NA |
NA |
| 3 |
29-07-2024 |
Yes |
Yes |
Yes |
NA |
NA |
| 4 |
27-08-2024 |
Yes |
Yes |
Yes |
NA |
NA |
| 5 |
06-09-2024 |
Yes |
Yes |
Yes |
NA |
NA |
| 6 |
07-10-2024 |
Yes |
Yes |
Yes |
NA |
NA |
| 7 |
28-11-2024 |
Yes |
NA |
NA |
Yes |
Yes |
| 8 |
28-03-2025 |
Yes |
NA |
NA |
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 31.03.2025:
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 T olaram 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:
Stakeholders' Relationship Committee Meetings:
Sr. No. |
Date of Stakeholders' Relationship Committee |
Attendance of the Members at the meeting (Yes/No/N.A.) |
|
|
Mr. Atul Chauhan |
Mr. Vibhu Maurya |
Mr. Sachin Maurya |
Mr. Ankit Kotwani |
Ms. Harshaben Tolaram Bhagwani |
1 |
28-03-2025 |
NA |
NA |
Yes |
Yes |
Yes |
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.
Composition of Rights issue Committee as on 31.03.2025:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
| 1. |
Mr. Vibhu Maurya |
Chairman |
Executive Director |
| 2. |
Mr. Ankit Kotwani |
Member |
Non-executive NonIndependent Director |
| 3. |
Mr. Atul Chauhan |
Member |
Non-executive Independent Director |
| 4. |
Mr. Ritik Wagh |
Member |
Non-executive Independent Director |
Rights issue Committee Meetings:
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 |
* 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.
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
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 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 (“Code of Fair
Disclosure”) 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.
OTHER DISCLOSURES:
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.
|
For and on behalf of the Board of Directors |
|
|
ONESOURCE INDUSTRIES AND VENTURES LIMITED |
|
|
(Formerly Known as Onesource Ideas Venture Limited) |
|
|
Shibhu Maurya |
Ankit Kotwani |
Place: Bhopal |
(DIN:09228868) |
(DIN:09184682) |
Date: 04th September, 2025 |
Managing Director |
Director |
|