Objectone Information Systems Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 23rd Annual Report on the
operations of ObjectOne Iformation Systems Limited together with the audited financial
statements for the year ended March 31, 2019. The financial results of the Company are as
follows:
1 Financial Results
| Particula rs |
Consolidated |
Standalone |
| 2018-19 |
2017-18 |
2018-19 |
2017-18 |
| Total Inco me |
2639.04 |
2337.68 |
693.65 |
527.00 |
| Operating profit (PBDIT) |
96.19 |
(166.84) |
88.32 |
(177.87) |
| Depreciation |
25.13 |
28.80 |
24.89 |
28.58 |
| Profit before tax (PBT) |
46.02 |
(222.48) |
38.55 |
(233.03) |
| Income Tax and Deferred Tax |
(1.30) |
3.00 |
(2.42) |
3.00 |
| Profit after tax (PAT) |
47.32 |
(225.48) |
40.97 |
(236.03) |
2 STATE OF AFFAIRS OF COMPANY.
CONSOLIDATED
The Consolidated income of Rs. 2639.04 lakhs during the year against previous year
income of Rs. 2337.68 lakhs and Net profit of Rs.47.32 lakhs during the year against
previous year Net loss of Rs. 225.48 lakhs STANDALONE
The Standalone income of Rs. 693.65 lakhs during the year against previous year income
of Rs. 527.00 lakhs and Net Profit of Rs. 40.97 lakhs during the year against previous
year Net Loss of Rs. 236.03 lakhs.
BUSINESS OVERVIEW:
During the year under review, your company has seen fluctuating business trends, our
project in mygov has been completed but the payment process has not been completed due to
Bureaucratic problems . We have initiated measures approaching the necessary forum for
redressal of our payment issue and we are confident of resolving the issue in the
following months.
Youtube channel profitability has not been to the expectation as the content creation
and acquisition costs have soared high because of big players entry into OTT markets
increasing the competition and costs .
Your Company has succeeded in getting social media monitoring works from Election
Commission and covered general elections of both Telangana and Andhra Pradesh states. we
look forward to establish ourselves in this line of business.
On social media front, we have got new breakthrough by getting UP Government work and
trying to expand to other State Governments.
During the current year, apart from aggressively expanding Social Media application and
services your Company is adding sales force by appointing experienced marketing executives
in various cities for getting advertisers for our various properties on Internet which
will help in increasing the revenue.
3 Share Capital
The paid up equity share capital as on 31 March 2019 was Rs.10,51,19,000 comprising of
1,05,11,900 (One Crore Five Lakh Eleven Thousand Nine Hundred) equity shares of Rs.10/-
each.
4 Material Changes and Commitments If any affecting the financial position of the
company which have occured between the end of the financial year of the company to which
the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the
Company.
5 Transfer To Reserves
The company had transferred an amount of Rs. 40.97 Lakhs to the General Reserve during
the financial year 2018-19.
6 Dividend
The Board of directors has not proposed / declared any dividend for the year ended
31.03.2019.
7 Particulars of Loans, Guarantees or Investments
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013 (Act). The details of the investments made by the
company are given in the notes to the financial statements.
8 Internal Financial Control Systems and their adequacy
The Company has adequate system of internal controls to safeguard and protect from
loss, unauthorised use or disposition of its assets. All the transactions are properly
authorised, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for proper maintenance of books of accounts and for
financial reporting.
9 Related Party Transactions
All the transactions with related parties are at arm's length and they fall outside the
scope of Section 188(1) of the Act. Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 is given in Annexure-1 in Form AOC-2 and the same forms part of this report.
10 Deposits
Your Company has not accepted any deposits and as such, no amount of principal or
interest was outstanding as of the Balance Sheet date.
11 Change in The Nature Of Business, If Any
There is no material change in the nature of business affecting the financial position
of the Company for the year ended March 31,2019.
12 Joint Venture
Information on Joint Venture pursuant to Section 129(3) of the Act read with rule 5 of
the Companies (Accounts) Rules, 2014 is not applicable to the Company as the Company has
not entered any Joint Venture contracts. Hence Form AOC-1 is not applicable.
13 Subsidiary Company
M/s. Stiaos Technologies Inc., is 100% wholly owned subsidiary and the details are as
follows:-
Form No. AOC - 1
(Pursuant to the first provision to sub-section 3 of Section 129, read with Rule 5 of
Companies (Accounts) Rules, 2014); Salient Features of Financial Statements of
Subsidiary/associate companies/joint ventures as per Companies Act, 2013
Part A
: Subsidiaries
Amount in Rs. Lakhs
| 1. Name of Subsidiary |
Stiaos Technologies Inc. USA |
| Reporting period for the subsidiary concerned, if different from the holding company's
reporting period |
Accounting year of the Subsidiary Company - Calendar Year, Following
data related to FY 2018-19 |
| Reporting currency and Exchange rate as on the last 3. date of the relevant Financial
year in the case of foreign subsidiaries |
USD @ Rs.65/- |
| 4. Share Capital |
0.66 |
| 5. Reserves & Surp lus |
148.77 |
| 6. Total Assets |
1098.95 |
| 7. Total Liabilities |
1098.95 |
| 8. Investments |
0.00 |
| 9. Turnover |
1945.39 |
| 10. Profit Before Taxation |
7.48 |
| 11. Provision fo r Taxation |
1.12 |
| 12. Profit after Taxation |
6.36 |
| 13. Proposed Dividend |
0 |
| 14. % of Shareholding |
100 |
Pursuant to the provisions of Section 136 of the Act, the financial statements
including consolidated financial statements are being made available on the website of the
Company www.objectinfo.com The financial statements of subsidiary companies will be
available for inspection during business hours at the registered office of the Company and
also on the website of the Company.
14 Directors and Key Managerial Personnel
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs.
Himabindu Kantamneni retires by rotation at the forthcoming Annual General Meeting and
being eligible offered herself for re-appointment. Your Board recommends her appointment
as Executive director, liable to retire by rotation.
During the year Ms. Ramya Inala has been appointed as the Company Secretary and
Compliance officer of the Company on 15th March, 2019.
Pursuant to the provisions of Clause 49 of the Listing Agreement, brief particulars of
the directors who are proposed to be appointed/re-appointed are provided as an annexure to
the notice convening the Annual General Meeting.
15 Statement on the Declaration Given By The Independent Directors As Per Section
149(6)
The company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
16 Policy on Directors' Appointment and Remuneration and Other Details
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy for selection and appointment of Directors, Senior Management and fixing
their remuneration pursuant to the provisions of Section 178 of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
17 Number of Meetings of the Board
During the Financial Year 2018-19, five meetings of the Board of Directors of the
company were held and the dates of the Meetings are as follows:
30th May, 2018; 14th August 2018; 14th November 2018;
13th February, 2019 and 15th March, 2019.
18 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance
evaluation of its own performance, the directors as well as the evaluation of the working
of its Audit, Nomination and Remuneration and Stakeholders' Relationship Committees.
Independent Directors carried out a separate evaluation on the performance of Chairman and
non Independent directors. In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole, performance of the
Chairman and quality, quantity and timeliness of flow of information between the Company
management and the Board was evaluated.
19 Report on corporate governance and management discussion and analysis report
Pursuant to SEBI (LODR) Regulations, 2015 (hereinafter referred to as "Listing
Regulations"), a detailed report on Corporate Governance is given in this Annual
Report. A certificate from the Statutory Auditors of the Company regarding compliance with
conditions of Corporate Governance is attached to the Corporate Governance report.
a) Audit Committee:
The Audit Committee of the Company constituted in terms of Section 177(1) of the Act
and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The
Audit Committee comprises of Ms. E. Kavitha as Chairman and Mr. B.S.N.Kumar and V.
Jayaprakash Narayana as the members of the Audit Committee. The Audit Committee continues
to provide valuable advice and guidance in the areas of costing, finance and internal
controls.
During the year under review, the Committee met four times on 30th May,
2018; 14th August 2018; 14th November 2018; 13th
February, 2019.
b) Nomination and Remuneration Committee
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with
Schedule II Part D of Listing Regulations, the Nomination and Remuneration Committee is
responsible for formulating the criteria for determining qualifications, positive
attributes and independence of a Director. The Nomination and Remuneration Committee
comprises of Mr. V. Jayaprakash Narayana as Chairman and Mr. B.S.N.Kumar and Ms. E.
Kavitha are the members of the NRC.
During the year under review, the Committee met on 30th May, 2018
c) Stakeholders Relationship Committee:
A Committee of the Board, designated as stakeholders relationship committee to
specifically look into the redressal of Shareholder/investor complaints and to strengthen
investors relations. The Stakeholders Relationship Committee is reconstituted with Mr. V.
Jaya Prakash Narayana as the Chairman, Mr. K. Ravi Shankar and Mrs. K. Hima Bindu as the
members of the SRC. The composition of the Committee is as per the requirements of the
provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirements) regulations.
During the year under review, the Committee met four times on 30th May,
2018; 14th August 2018; 14th November 2018; and 13th
February, 2019
20 Auditors
Statutory Auditors
At the Annual General Meeting (AGM) held on September, 29, 2017, M/s. PCN &
Associates (formerly known as Chandrababu Naidu & Co)., Chartered Accountants,
Hyderabad were appointed as Statutory Auditors of the company to hold office till
conclusion of the AGM to be held in the calendar year 2022. In terms of the first proviso
to Section 139 of the Companies Act, 2013
There were no qualifications, reservation or adverse remark in the Audit Report for the
Financial Year ended 31st March, 2019.
Secretarial Audit
Mr. S Chidambaram, Company Secretary in Practice, Hyderabad, was appointed to undertake
the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit
Report is given in Annexure- II.
Explanation/ comments by the Board on Qualifications, Reservations, Adverse Remarks or
Disclaimers made by the Statutory Auditors & the Practicing Company Secretary in their
Reports:
The Notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
21 Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013, your Directors would like to
state that:
a. In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. 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 ended
March 31,2019 and the profit of the Company for that financial year;
c. 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 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the Annual Accounts on a going concern basis.
e. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating effectively.
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.
22 Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Conservation of Energy:
The nature of the Company's operations requires a low level of energy consumption. Research
and Development (R&D):
The Company continues to look at opportunities in the areas of research and development
in its present range of activities.
Technology Absorption:
The Company continues to use the latest technologies for improving the productivity and
quality of its services and products. The Company has not imported any technology during
the year.
Foreign Exchange Earnings and Outgo:
| S.No. Purpose of |
2018-19 Amount in Rs |
2017-18 Amount in Rs |
| 1 Inflow - against IT, IT enabled Services and other income |
Rs.3,53,24,333/- |
Rs.2,44,27,500/- |
| 2 Inflow - Advance against cancellation of Share Purchase Agreement - Stiaos
Technologies Inc. Foreign Subsidiary |
Rs. 34,12,261/- |
Rs. 62,82,179/- |
| 3 Outflow - For Expenses - Paid through Credit Card |
Rs. 4,54,210/- |
Rs. 3,00,158/- |
23 Particulars of Employees
(a) The information required under section 197 of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure-3. b) Pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, none
of the employees of the Company employed throughout the financial year, was in receipt of
remuneration for the year which, in the aggregate, in excess of sixty lakh rupees; none of
the employees of the Company employed for a part of the financial year, was in receipt of
remuneration for any part of the year, at a rate which, in the aggregate, in excess of
five lakh rupees per month;
None of the employees of the Company employed throughout the financial year or part
thereof, was in receipt of remuneration in the year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse
and dependent children, not less than two percent of the equity shares of the company.
24 Extract Of Annual Return
As required under Section 92(3) read with section 134 of the Companies Act, 2013, the
annual return is placed at the Company web site www.obiect.info.com.
25 Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the company has formulated a
policy on risk management. At present the company has not identified any element of risk
which may threaten the existence of the company.
26 Vigil Mechanism / Whistle Blower Policy
The Company has formulated a Whistle Blower Policy and has established a Vigil
Mechanism for employees including Directors of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of Section 177(9) of the Act and
Regulation 22 of Listing Regulations. The whistle blower policy is available on the
Company's website.
27 Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibility under the Companies Act,
2013 do not apply to the company.
28 Disclosure under the Sexual Harassment of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
29 The details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no
significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
30. Report on corporate governance and management discussion and analysis report
Pursuant to SEBI (LODR) Regulations, 2015 (hereinafter referred to as "Listing
Regulations"), a detailed report on Corporate Governance is given in this Annual
Report. A certificate from the Statutory Auditors of the Company regarding compliance with
conditions of Corporate Governance is attached to the Corporate Governance report.
A Management Discussion and Analysis report in terms of Regulation 34 of Listing
Regulations is provided in a separate section and forms an integral part of this Annual
Report
31 Acknowledgments
Your Directors would like to place on record their grateful appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government of
India, State Government, Government Authorities, Customers and Shareholders. Your
Directors place on record their appreciation of the valuable contribution made by the
employees at all levels.
FOR OBJECTONE INFORMATION SYSTEMS LIMITED
|
Sd/- |
|
K. RAVI SHANKAR |
|
(DIN 00272407) |
| Place : Hyderabad |
Managing Director |
| Date : 14.08.2019 |
|