| Dear Members,
The Directors are pleased to present the 20th Annual report and the
Company's audited accounts for the financial year ended 31st March,
2014.
FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st March, 2014
is summarised below;_
Particulars Audited Financial Audited Financial
Statement for the Statement for the
year ended March year ended March
31st 2014 31st 2013
Revenue from Operations 289.18 33.57
Profit Before Tax &
Extraordinary Items -188.60 -6.96
Provision for Taxation -4.55 0.09
Profit after Tax -184.05 -7.05
Profit brought forward
from Previous Year -241.45 -234.40
Add Profit/Loss after tax -184.05 -7.05
Sub Total -425.51 -241.45
REVIEW OF OPERATIONS:
During the year under review, the Company has incurred loss before
Interest, Depreciation & Tax of Rs. 1,86,67,685/- comparing to
previous year loss of Rs. 3,52,546/-. The net Loss for the year under
review has been Rs. 1,84,05,317/- comparing to the previous year net
loss Rs. 7,05,169/-. Your Company has vide declaration of Postal Ballot
Results on 01st March, 2014 has amended its Object Clause and thus have
now ventured in the Industry of "Consultancy, Advisory and
Investing/Trading of shares and securities" in place of existing
business of "dealers/makers of Jewellery (s)".Your Board of Directors
are confident that a great heights can be achieved in the new field.
DIVIDEND:
Due to losses during the year and also due to carried forward losses,
your Company do not recommend any Dividend during the year under
review.
FIXED DEPOSITS:
During the year under review, your company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under. There are no Public
deposits, which are pending repayment.
COMPANY SECRETARY AND COMPLIANCE DEPARTMENT :
During the year under review, Ms. Nisha Jain was appointed as the
Company Secretary cum compliance officer of the Company w.e.f., 24th
June, 2013. The Company accepted her resignation from the Company with
effect from 10th January, 2014. Your directors are taking steps to
appoint qualified company secretary in her place. Till such time, Mrs.
B Venodhini, Managing Director of the Company has been appointed as the
Compliance Office of the Company.
The compliance department of the company is responsible for
independently ensuring that the operating and business units comply
with regulatory and internal guidelines. New instructions/guidelines
issued by the regulatory authorities were disseminated across the
company to ensure that the business and business units operate within
the boundaries set by the regulators and that compliance risks are
suitably monitored and mitigated in course of their activities &
processes.
DIRECTORS:
During the year under review, following changes took place in the
Composition of Board of Directors of the Company;
* Mr. Sundaram Sankaranarayanan (DIN: 00975329) and Mrs. B Venodhini
(DIN: 00479516) were appointed as the Additional Director of the
Company cum Non-Executive Independent Director and Executive Director
Respectively w.e.f., 29th May, 2013.
* Mr. Loganathan Anand (DIN: 01726266) Managing Director, Mr. Nagarajan
Arun Kumar (DIN: 02402197) Non-Executive Independent Director and Mr.
Sasi Bhaskaran (DIN: 02446526) Non- Executive Independent Director,
respectively resigned from the Board of Directors w.e.f., 10th June,
2013.
* Mrs. B. Venodhini(DIN:00479516) was appointed as the Managing
Director cum Chief Executive Officer of the Company for a period of two
years w.e.f., 10th June, 2013(as approved by the Share Holders of the
Company at the AGM held on 25th July, 2013).
* Mr. Sundaram Sankaranarayanan (DIN: 00975329) was regularized as the
Non-Executive Independent Director of the Company at the AGM Held on
25th July, 2013.
* Mr. Hariharan Jayaraman Iyer (DIN: 01313792) Non-Executive
Independent Director and Mrs. Pramila Hariharan (DIN: 01364121)
Non-Executive Independent Director showed their non- willingness to be
re-appointed as the Director of the Company and thus both of them
retired by rotation w.e.f., the AGM held on 25th July, 2013.
* Mr. Loganathan Ramakrishna (DIN: 02402152) Non-Executive Independent
Director resigned from the Board of Directors w.e.f., 08th October,
2013.
* Mr. Kesavan Suresh Kumar (DIN: 06805795) was appointed as the
Additional Director cum Non-Executive Independent Director of the
Company w.e.f., 08th May, 2014.
* Mr. Sundaram Sankaranarayanan (DIN: 00975329) Non-Executive
Independent Director resigned from the Board of Directors w.e.f., 10th
May, 2014.
* Mr. Sambasivaiyer Swaminathan (DIN: 02800432) was appointed as the
Additional Director cum Non-Executive Independent Director of the
Company w.e.f., 14th August, 2014
In compliance with the Companies Act, 2013 the following directors are
proposed to be appointed as Director/Independent Directors/Executive
Director of the Company by the approval of the Share Holders of the
Company;
* Mrs. B Venodhini (DIN: 00479516), who retires by rotation at the
ensuing AGM under the provisions of the Companies Act, 2013, being
eligible seeks re-appointment,
* Mr. Ashok Bothra (DIN 01734863) is proposed to be appointed as the
Independent Director of the Company for a tenure of five years ended
31st March, 2019 under the provision of Section 149 of the Companies
Act, 2013 and rules thereof,
* Mr. Kesavan Suresh Kumar (DIN: 06805795) is proposed to be appointed
as the Independent Director of the Company for a tenure of five years
ended 07th May, 2019 under the provision of Section 149 of the
Companies Act, 2013 and
* Mr. Sambasivaiyer Swaminathan (DIN: 02800432) is proposed to be
appointed as the Independent Director of the Company for a tenure of
five years ended 13th August, 2019 under the provision of Section 149
of the Companies Act, 2013.
CHANGE IN THE PROMOTER/MANAGEMENT OF THE COMPANY:
Though it is already known that M/s. B.P. Jhunjhunwala & Others (HUF)
has taken over the Company through an open offer, the facts of the said
circumstances are brought forward as under;
M/s. B.P. Jhunjhunwala & Others (HUF) (Acquirer) entered into a Share
Purchase Agreement dated 12.06.2013 with the Sellers (erstwhile
Promoters) to acquire in aggregate 14,09,399 (Fourteen Lacs Nine
Thousand Three Hundred and Ninety Nine) equity shares of Rs. 10/- each
representing 31.32% of the fully paid-up equity and voting share
capital of the Company at a price of Rs. 1.35 per fully paid-up equity
share payable in cash ("Negotiated Price") for a total consideration of
Rs. 19,02,688.65 (Rupees Nineteen Lacs Two Thousand Six Hundred Eighty
Eight and Sixty Five Paise Only). Pursuant to the execution of the SPA,
this mandatory Open Offer dated 18th July, 2013 was made by the
Acquirer in compliance with the regulation 3(1) & 4 of the SEBI (SAST)
Regulations, 2011
The Acquirer made an Open Offer to acquire 11,70,000 Equity Shares of
Rs. 10/- each representing 26.00% of total equity and voting share
capital of the Company, at a price of Rs. 1.70 (Rupees One and Seventy
Paise Only) per equity share (the "Offer Price")
Final Letter of Offer was released on 18th July, 2013 stating that the
Open offer will be for the following period:
Open Offer Opens on: 02nd August, 2013
Open Offer Closes on: 19th August, 2013
The Independent Directors Committee constituted for the purpose of
recommendation for acceptance or rejection of the Open Offer on 30th
June, 2013 recommended the acceptance of the Open Offer made by the
Acquirer, as the Offer price of Rs. 1.70/- per Equity Shares as quoted
by the acquirer was higher than the fair value per equity share of the
Company which was certified to be Rs. 1.67 per Share.
Mr. K.R.S. Anand Kumar along with Mrs. Kalarani Sivasubramanyam (herein
after referred as the "Erstwhile Promoter" or "Petitioner" ) filed an
petition with the Court of the First Additional District Judge,
Coimbatore, vide I.A. No. 558/2013 in O.S. No. 429/2013 and I.A. No.
559/2013 in O.S. No. 429/2013 Dated 29th August, 2013, under Order
XXXIX Rule 1 and 2 r/w Sec 151 of CPC Seeking Temporary injunction
against M/s. Onesource Ideas Venture Limited (Formerly Known as
Anugraha Jewellers Limited) (hereinafter referred as the "Target
Company") and Mr. Anand Loganathan, Mr. Hari Loganathan, K.R.
Loganathan, Mr. L. Prakash, Mr. K.R.S. Suresh (hereinafter referred as
the "Erstwhile Promoter or "Respondent") and M/s. B.P. Jhunjhunwala &
Others (HUF) (herein after referred as the "Acquirer") and M/s. V.C.
Corporate Advisors Pvt. Ltd. (hereinafter refereed as the "Manager to
the Offer") and M/s. The Cameo Corporate Services Limited (hereinafter
referred as the "Registrar and Share Transfer Agent for the Open
Offer") for form transferring or in any manner dealing with or
alienating or encumbering 1,74,000 Equity Shares of Rs. 10/- each as
declared in the Open Offer Letter dated 18.07.2013 issued by the
Acquirer to be standing in the name of Late M.R.S. Mani pending
disposal of the suit.
The Court of the First Additional District Judge, Coimbatore passed the
order in the favour of the Respondents. Thus the Order dated 29th
September, 2013 dismissed the Petition and vacated the Ad- interim
injunction already granted by the Court.
The Manager to the offer vide their Certificate dated 07th October,
2013 confirmed the completion of the Open Offer, stating the fact that
27,100 Equity shares were offered by the public to the Acquirers
through the Open Offer. Thus the total post Takeover holding of the
Acquire along with PAC was 17,37,499 Equity Shares representing 38.61%
of the fully paid-up equity and voting share capital of the Company.
STATEMENT BY THE PROMOTERS:
M/s. B.P. Jhunjhunwala & Others (HUF) represented through its Karta Mr.
B.P. Jhunjhunwala takes this opportunity to assure the Members of the
Company that we will take all steps necessary to take the Company to
next heights.
AUDITORS:
Auditors Mr. Pradeep Gupta, Chartered Accountants, holds the office
until the conclusion of the ensuing Annual General Meeting. Your
company has received a letter dated 06th August, 2014 from Mr. Pradeep
Gupta stating his un-willingness to be re-appointed as the Auditor of
the Company due to his prior engagements with other companies. The
Audit Committee of the Board and Board of Directors at the Meeting held
on 14th August, 2014 has recommended the appointment of M/s. Dharmaraj
& Co., (Firm Registration No. 013630S) Chartered Accountants as the
Statutory Auditors of the Company. A certificate from the M/s.
Dharmaraj & Co., U/s. 141 of the Companies Act, 2013 to the effect that
their appointment if made, will be within the limit prescribed and that
they do not disqualify for appointment. In terms of Section 139 of the
Companies Act, 2013, M/s. Dharmaraj & Co., Chartered Accountants is
proposed to be appointed for a tenure of 4 Annual General Meeting from
the conclusion the ensuing 20th Annual General Meeting to the
conclusion of the 24th Annual General Meeting(subject to ratification
of this appointment at every AGM)
The notes on Financial Statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments.
PARTICULARS OF EMPLOYEE:
There are no employees who are paid remuneration in excess under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended from time to time.
PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND
DEVELOPMENT:
A) ENERGY CONSERVATION:
Conservation of energy continues to receive increased emphasis and
steps are being taken to reduce the consumption of energy at all
levels. The Company has taken steps to conserve energy in its office
use, consequent to which energy consumption had been minimized. No
additional Proposals/ Investments were made to conserve energy. Since
the Company does not carried on industrial activities, disclosure
regarding impact of measures on cost of production of goods, total
energy consumption, etc, are not applicable.
B) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company has not earned or spent any foreign exchange during the
year under review.
C) Technology Absorption, Adaptation and Innovation, Research and
Development:
The Company has not adopted any technology for its business and hence
no reporting is required to be furnished under this heading. The
Company will adopt necessary technology as and when required in the
furtherance of the business.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI and Stock Exchanges. The Company has also implemented several
best corporate governance practices as prevalent globally.
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated
under the aforesaid Clause 49, is attached to the Report on corporate
governance.
COMPLIANCE CERTIFICATE:
In accordance with section 383A of Companies Act, 1956 and Companies
(Compliance Certificate) Rules, 2001 the Company has obtained the
Compliance Certificate from a Secretary in whole-time practice
confirming that the Company has complied with the provisions as
required u/s 383A of the Companies Act, 1956 and copy of such
certificate is annexed to this report
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concern' basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
EQUITY SHARE CAPITAL:
The Company vide Special Resolution passed through declaration of
Postal Ballot Results dated, 01st March, 2014 , Pursuant to Section 100
to 104 and other applicable provisions, if any, of the Companies Act,
1956, (including any statutory re-enactment or amendment thereof) and
subject to the Listing Agreement entered into by the Company with Stock
Exchanges where Shares of Company are listed, and subject to the
confirmation of the Hon' ble High Court, and other appropriate
authorities in this regard, has accorded its consent to the reduction
of Paid-up Capital of the Company from Rs. 4,50,00,000 divided into
45,00,000 Equity Shares of Rs. 10/- each fully paid-up to Rs. 22,50,000
divided into 2,25,000 Equity Shares of Rs. 10/- each fully paid which
capital has been lost and is unrepresented by the available assets and
to effect such reduction by setting off its Accumulated Losses in the
Profit and Loss Account to the extent of Rs. 4,27,50,000/- as per
Audited Accounts as on 31st December 2013.
The Company has vide its petition No. 257 of 2014 has filed its
Petition for confirmation of Reduction of the Paid-Up Share Capital of
the Company with Honourable High Court of Madras. The Judgement of High
Court of Madras is awaited.
LISTING:
Your Company paid the Listing Fees for Both BSE Limited and Madras
Stock Exchange Limited for the FY 2014-15 in terms of listing agreement
entered with the said Stock Exchanges.
RELATED PARTY TRANSACTION:
During the year under review, the Company has not entered in to any
related party transactions except payment of salary/remuneration to Key
Managerial Personnel's.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
contribution made by the employees at all levels but for whose hard
work, and support, your company's achievements would not have been
possible. Your Directors also wish to thank its customers, dealers,
agents, suppliers, investors and bankers for their continued support
and faith reposed in the company.
By order of the Board of Directors
For Onesource Ideas Venture Limited
Sd/-
Date : 14th August, 2014 B VENODHINI
Place : Chennai Managing Director
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