Onesource Industries & Ventures Ltd

Dear Members

We are pleased to present the report on our business and operations for the year ended 31st March, 2018.

1. Results of our Operations:

The Company’s financial performance for the year ended 31st March, 2018 is summarised below;

(Amount in Rs. Hundreds)

(Amount in Rs. Hundreds)

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a Net Profit of Rs. 3.25 Lacs as compared to loss of Rs.4.44/- Lacs in previous year. Further During the Year Company acquired a Subsidiary and the Consolidate Net Profit for the year stood at Rs. 37.32/- Lacs. Your Company is constantly looking for various new avenues in the segment of Consultancy, Advisory and Investing/Trading of Shares and securities.

b. Dividend:

The Directors of your company has not recommended any dividend in the current year.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act, 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

It is hereby informed that the Company has neither give any Loans, nor it has given any guarantee or provided any securities. However During the year under review the Company has invested surplus funds in various securities in the ordinary course of business. As per Section 186 (4) of the Companies Act 2013 the details of the Non-Current Investments (Quoted and Un Quoted) of the Company are disclosed in the Note No 4 of the financial statements.

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

The Company has not entered into any Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial under review, except to the extent of remuneration to Managing Director of the Company. The Policy on Related Party Transaction is available on our website www.osivl.com.

g. Variation in market Capitalization:

The BSE vide its Notice No. 20170413-18 dated April 13, 2017 have informed the Trading Members of the Exchange that the suspension in trading of equity shares of the Company will be revoked w.e.f April 21, 2017. Thus the Trading in the Equity Shares of the Company resumed w.e.f., April 21, 2017. Keeping the above stated fact in view, the company is not able to provide any Market Price data for the securities of the Company in comparison to the previous year. However the variation in the Market Capitalization of the Company as on 24th April 2017 (The date on which the first trading in the script of the Company was executed on the BSE Platform) and 31st March 2018 is as follows:

h. Management’s Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, is appended as Annexure I to this report.

15

i. Director’s Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

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

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

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

Further as on 31st March, 2018 the Company had 1 employees and the Disclosure with respect to details of the Top 10 employees as on 31st March, 2018 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as mentioned below:

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

b. Details w.r.t. to Managing Director of the Company:

It is herewith informed you that during the year the Managing Director of the Company has changed her name from "Venodhini Babu" to "Fathima Jalal".

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

• Mrs. Fathima Jalal (DIN: 00479516) is the Managing Director.

ii. Company Secretary:

• The Board is in the process of identifying a suitable candidate for the post of Company Secretary cum Compliance Officer.

iii. Chief Financial Officer:

• Mr. Vasalakotram Sampath Sudhakar, was the Chief Financial Officer of the Company from the start of the FY till 31st August 2017and

• Ms. Suguna was inducted as the Chief Financial Officer of the Company with effect from 01st September 2017.

3. Corporate Governance:

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

As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance with the Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of the Listed entity having paid up Equity share capital not exceeding Rs. 10 Crore and Net-worth not exceeding of 25 Crore, as on the last day of the Previous financial year.

a. Compliance Department:

For time being the Company has appointed Mrs. Fathima Jalal, Managing Director as the compliance officer of the Company w.e.f. 30th August, 2016. The Board is in the process of identifying a suitable candidate for the post of Company Secretary cum Compliance Officer.

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.

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

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

(i) The Shareholders at the Annual General Meeting of the Company held on 26th June, 2017 approved the;

a. Re-appointment of Mr. Bhagwati Prasad Jhunjhunwala (DIN: 00479503), who retired by rotation.

b. Re-appointment of Mrs. Fathima Jalal as the Managing Director of the company with effect from 10th June, 2018 for a period of three year ending on 09th June, 2021

(ii) At the Board of Directors Meeting held on 19th July 2017 the Board approved and took on record the following;

a. Appointment of Mr. Sankara Narayanan Sundaram (DIN: as an Additional Director cum Independent Director of the Company w.e.f. 19th July 2017.

b. Appointment of Mr. Raji (DIN: 07302320) as an Additional Director cum Independent Director of the Company w.e.f. 19th July 2017.

c. Taking on record the Resignation tendered by Mr. Kesavan Suresh Kumar (DIN: 06805795), Independent Director of the Company expressing his inability to continue as the Director of the Company and the same was accepted by the Board and he was relived from the Directorship of the Company w.e.f., the closing hrs of 19th July 2017.

d. Taking on record the Resignation tendered by Mr. Dharmaraj Nagendran (DIN: 07000696), Independent Director of the Company expressing his inability to continue as the Director of the Company and the same was accepted by the Board and he was relived from the Directorship of the Company w.e.f., the closing hrs of 19th July 2017.

(iii) At the Board of Directors Meeting held on 01st June 2018 the Board approved and took on record the following

a. Appointment of Mr. Rohit Jhunjhunwala (DIN: 05137993) as an Additional Director of the Company w.e.f. 01st June 2018.

b. Taking on record the Resignation tendered by Mr. Bhagwati Prasad Jhunjhunwala, Director of the Company expressing his inability to continue as the Director of the Company and the same was accepted by the Board and he was relived from the Directorship of the Company w.e.f., the closing hrs of 01st June 2018.

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

(i) Mr. Sankara Narayanan Sundaram is proposed to be appointed as the Independent Director of the Company for a period of 5 years

(ii) Mr. Raji is proposed to be appointed as the Independent Director of the Company for a period of 5 years

(iii) Mr. Rohit Jhunjhunwala is proposed to be appointed as the Non-Executive Director of the Company.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.osivl.com.

d. Details with regards to meeting of Board of Directors and attendance during the year of the Company:

(i) Composition of the Board of Directors as on the date of this Report is mentioned below;

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2017-2018, 13 (Twelve) meetings of the Board of Directors of the Company were held i.e. on 12th May 2017, 27th May 2017, 10th July 2017, 14th July 2017, 19th July 2017, 08th August 2017, 12th August 2017, 31st August 2017, 13th November 2017, 09th January 2018, 06th February 2018, 13th February 2018 and 15th March 2018.The gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors meetings was as follows:

Note:

*The Directorships held by the Directors as mentioned above do not include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Membership/Chairpersonship of only the Audit Committees and Stakeholders’ Relationship Committee in all Public Limited Companies has only been considered.

1 Resigned with effect from 19th July, 2017

2 Appointed with effect from 19th July 2017

3 Resigned with effect from 01st June 2018

4 Appointed with effect from 01st June 2018

e. Policy on Directors’ Appointment and Remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2018, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is a Non-Executive Promoter Director (Chairman) and the 2 others are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director’s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on the Company Website: www.osivl.com. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director(s) under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the Role, Duties and Responsibilities, Remuneration and Performance evaluation process, Code of Conduct and obligations on disclosures.

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

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

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

h. Board’s Committees:

Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder’s Relationship Committee. All Committees are appropriately constituted.

(i) The details of the composition of the Committees as on the date of this Report is mentioned below:

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

During the financial year under review, The Audit Committee Meetings was held seven times in a year viz., on 12th May 2017, 27th May 2017, 14th July 2017, 12th August 2017, 13th November 2017, 09th January 2018 and 13th February 2018, and the attendance of the members at the Audit Committee meetings was as follows:

Note

1 He resigned from the Board of Directors of the Company w.e.f., 19th July, 2017 thus vacating the position of Committee Member and Chairmanship.

2 He resigned from the Board of Directors of the Company w.e.f., 19th July, 2017 thus vacating the position of Committee Member.

3 He was inducted as the Committee member and Chairman w.e.f., 20th July, 2017 4 He was inducted as the Committee member w.e.f., 20th July, 2017

(iii) MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, The Nomination and Remuneration Committee Meetings was held 4 times in a year viz., 27th May, 2017, 19th July, 2017, 08th August 2017 and 31st August 2017 the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Note

1 He resigned from the Board of Directors of the Company w.e.f., 19th July, 2017 thus vacating the position of Committee Member and Chairmanship.

2 He resigned from the Board of Directors of the Company w.e.f., 19th July, 2017 thus vacating the position of Committee Member.

3 He was inducted as the Committee member and Chairman w.e.f., 20th July, 2017

4 He was inducted as the Committee member w.e.f., 20th July, 2017

5 He resigned from the Board of Directors of the Company w.e.f., 01st June, 2018 thus vacating the position of Committee Member.

6 He was inducted as the Committee member w.e.f., 01st June, 2018

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

During the financial year under review, Stakeholder Relationship Committee Meetings were held Five times in a year viz., 27th May 2017, 10th July 2017, 12th August 2017, 13th November 2017 and 13th February 2018and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Note

1 He resigned from the Board of Directors of the Company w.e.f., 19th July, 2017 thus vacating the position of Committee Member and Chairmanship.

2 He resigned from the Board of Directors of the Company w.e.f., 19th July, 2017 thus vacating the position of Committee Member.

3 He was inducted as the Committee member and Chairman w.e.f., 20th July, 2017 4 He was inducted as the Committee member w.e.f., 20th July, 2017

i. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its "own performance", "Board committees" and "Individual Directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

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

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

j. Listing:

The Equity Shares of the Company are listed on BSE Limited having its office at P. J. Towers, Dalal Street Fort, Mumbai – 400001.

Your Company paid the Listing Fees to the BSE Limited for FY 2017-18 as well as for 2018-19 in terms of Erstwhile Listing Agreement and Uniform Listing Agreement entered with the said Stock Exchange(s).

k. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our website www.osivl.com.

4. Auditors:

a. Statutory Auditor:

M/s. K D M AND CO., Chartered Accountants (Firm Registration No. 013630S), Statutory Auditors of the Company will retire at the conclusion of the ensuing AGM. The Audit Committee and the Board of Directors have recommended appointment of M/s. N.Sankaran & Co., Chartered Accountants (Firm Reg. No-003590S), as new Statutory Auditors of the Company for a consecutive term of 5 years. Pursuant to the provisions of Sections 139, 140, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) the Company has received a letter of the M/s. N.Sankaran & Co., Chartered Accountants (Firm Reg. No-003590S), stating that if they get appointed as the Statutory Auditors of the Company, they would be within the limits as prescribed in the provisions of the Companies Act.

Further it is brought to your notice that the Company has not able to find Statutory Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Board of Directors recommend passing of the resolution for appointment of new Statutory Auditors at the ensuing AGM.

b. Secretarial Auditors:

The Board of Directors at the meeting held on 12th May, 2017 had appointed Ms. Deepika K (COP: 18437) as the Secretarial Auditor of the Company for the FY 2017-2018, however Ms. Deepika K (COP: 18437) issued a letter showcasing her inability to conduct the secretarial Audit of the Company for the FY 2017-2018

The Board of Directors at the meeting held on 01st June 2018 had appointed Mr. Sonesh Jain, Practicing Company Secretary (COP: 11865, MNo: F9627) to carry out Secretarial Audit under the provisions of Section 204 of the Act for the financial year 2017-2018

The Secretarial Audit Report for the FY 2017-2018 is appended as Annexure III to this report

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

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

The Statutory Auditor report does not contain any qualifications, reservations or adverse remarks.

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

a. The Company has not appointed an Auditor/Firm of Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The Board with respect to the above mentioned qualification herewith submits that, the Company has not able to find Statutory Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

b. The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, from 30th August, 2016 till the end of the FY 2017-2018.

d. Internal Financial Control

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

e. Risk Management:

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

f. Vigil Mechanism:

The Company has established a mechanism for Director’s and employee’s to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Whistle Blower Policy is available on our website www.osivl.com.

g. Statement on Material Subsidiary:

The Shareholders are hereby informed that, during the FY 2017-2018, the Board of Directors of the Company at its meeting held on 14th July, 2017 have entered to a Share Purchase and Shareholders Agreement ("SPSA") with M/s. Avancera Business Solutions Private Limited, A Company incorporated under the Provisions of Companies Act 2013 ("Target Company") and Mr. Dasthagir Sheriff & Mrs. Jyotsna Vasudevan ("Promoters of the Target Company").

In terms of the said SPSA, on 7th August, 2017, M/s. Avancera Business Solutions Private Limited became the Subsidiary Company of M/s. Onesource Ideas Venture Limited having a told control of 53.96% in the said Subsidiary.

The Board of Directors have reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company with that of its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to the Board s report. The statement also provides the details of performance, financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of our subsidiary, are available on our website www.osivl.com. These documents will also be available for inspection during business hours at our registered office in Chennai, India.

The Policy on Identification of Material Subsidiaries is available on our website www.osivl.com.

5. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and hence our Company do not meet the criteria as mentioned above, the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

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

(i) Energy Conservation:

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

(ii) Foreign Exchange Earnings and Outgo:

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

(iii) Research and Development & Technology Absorption:

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

6. Others: a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure V to this Report.

b. Significant and Material Orders:

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

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

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

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women. d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

e. Soliciting Shareholders Information:

This is to inform you that the company is in process of updation of records of the shareholders in order to reduce the physical documentation as far as possible.

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records. We would also like to update your current signature records in our system.

Further, in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July, 2018 have requested all the listed companies to comply with the procedures mentioned in the Circulars. To achieve this, we solicit your co-operation in providing the following details to us;

If you are holding the shares in dematerialized form you may update all your records with your Depository Participant (DP).

If you are holding shares in physical form, you may provide the following:

i. Folio No.

ii. Name

iii. Pan No.

iv. E-mail ID

v. Telephone No.

vi. Specimen Signatures (3 in Nos.)

f. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08th June, 2018 the shares of the Company can be transferred only in dematerialised form w.e.f. December 05, 2018 and thus with a view to facilitate seamless transfer of shares in future and as advised by the Stock Exchanges, the shareholders holding shares in physical form are to be advised to dematerialise their shareholding in the Company.

g. Issue of Equity Share Capital:

The company made necessary submissions to BSE Limited w.r.t the in-principal approval for the allotment of 28,50,000 equity shares on preferential basis and received the in-principle approval on 22nd June, 2017.

Further, in continuation with the in-principle approval and pursuant to the Special resolution passed at the Annual General Meeting held on 26th June, 2017 w.r.t the allotment of shares, the company authorized the Board of Directors to issue and allot 28,50,000 equity shares on preferential basis to promoters and/or other individuals.

Subsequently, the Board of Directors at their Board Meeting held on 10th July, 2017 allotted the shares on preferential basis and increased the Paid up Share Capital of the Company from Rs. 22,50,000/- divided into 2,25,000 Equity Shares of Rs. 10/- per share to Rs. 3,07,50,000/- divided in to 30,75,000 Equity Shares of Rs. 10/- per share.

Further, upon allotment, the company made an Application to BSE Limited for Listing of 28,50,000 equity shares issued on preferential basis and received the Listing approval on 22nd August, 2017 and trading notice on 25th September, 2017.

h. Utilization of the Proceeds from Preferential Allotment:

In continuation to the above, Utilization of the proceeds is as under;

i. Other Disclosures

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

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

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

7. 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.