To,
The Members
One Global Service Provider Limited
Your Directors have pleasure in presenting the 32nd Annual Report on the Company's business and operations, together with the Audited Financial Statements for the Financial Year ended 31st March, 2024 and other accompanying reports, notes and certificates.
FINANCIAL HIGHLIGHTS
The Financial highlights of the Company for the year ended March 31, 2024 are as follows:
Figures (in Lakhs)
The Company has reported Profit of Rs. 710.88 (In lakhs) during the year as compared to profit of Rs. 137.92 (In lakhs) in the previous year.
DIVIDEND & APPROPRIATIONS
Based on the Company's performance, the Board recommended a dividend of Rs. Rs. 1 per share on 71,04,707 equity shares of Rs. 10 each, subject to the approval of the Members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 71,04,707.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.
The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is September 23, 2024.
TRANSFER TO RESERVES
There has been no transfers to the General Reserve of the Company for the year under review.
SHARE CAPITAL
Authorized Capital:
The Authorized Share capital of the Company as on March 31, 2024 is INR 25,00,00,000.
Issued, Subscribed and Paid-up Capital:
The Issued, Subscribed and Paid-up Capital of the Company is INR 7,10,47,070. No change in the Issued, Subscribed and Paid-up Capital is made during the year under review.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
Statement Containing Salient Features of Financial Statements of Associate Company:
Your Company is not having any Associate Company and hence the statement containing the salient feature of the financial statement of a company's associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors' Report.
Details of New Subsidiary/ Joint Ventures/Associate Companies:
There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.
Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate Companies:
BOARD OF DIRECTORS, MEETINGS AND ITSCOMMITTEES:
Change in Directors and Key Managerial Personnel:
During the period under review the following changes took place in the Composition of Board of Directors and Key Managerial Personnel of the Company:
# Ms. Manjeet Mehta Independent director of the company resigned from her post on 21.12.2023.
#Priyanka Garg resigned from the post of Company Secretary and Compliance Officer on 30th June, 2023.
# Ms. Megha Chitre was appointed as the company secretary and compliance officer of the company in the board meeting held on 12.08.2023.
# Mr. Hitarth Prafulbhai Kadia CFO of the Company resigned from his post on 16.03.2024.
In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act‘), Mr. Sanjay Lalbhadur Upadhaya (DIN: 07497306) retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment.
Meeting of Shareholders of the company
# EGM conducted for considered and approve Scheme of Amalgamation of Plus Care Internationals Private Limited (transferor Company) amalgamating with One Global Service Provider Limited and their respective shareholders.
Meetings of the Board of Directors:
During the year under review, 4 (Four) Meeting of the Board of Directors were held on 26th May, 2023, 12th August, 2023, 9th November, 2023, 13th February, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made there under and the applicable secretarial standards.
The details of attendance of each Director at above Meetings are provided as below:
Committees of Board:
The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated
Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:
I. Audit Committee:
Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.
The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.
During the year, the Audit Committee Constituted of the following persons:
The Audit Committee has met Four times during the Financial Year 2023-24 on 26th May, 2023, 12th August, 2023, 9th November, 2023, 13th February, 2024.
Nomination and Remuneration Committee:
The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: http://www.1gsp.in
The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.
During the year, the Committee Constituted of the following persons:
The Nomination and Remuneration Committee has met twice during the Financial Year 2023-24 on 12th August, 2023 and on 9th November, 2023.
II. Stakeholders Relationship Committee/ Shareholders Grievance Committee:
The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith.
The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.
The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.
The Stakeholders Relationship Committee has met one time during the Financial Year 2023-24 on 12th August, 2023.
III. Risk Management Committee:
According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, a Risk Management Committee is to be formed by the top 1000 listed Companies based on market capitalization. However, One Global Service Provider Limited does not fall under the threshold. But the Board has opted voluntarily to form the Committee in order to cover the short-comings and secure the position of the Company. The details of the Committee are disclosed herewith.
With a view to control various risks associated with, market fluctuations, change in government policies etc., a policy to identify, prevent and hedge uncertain risks & losses have been formulated; effective means of identifying, measuring and monitoring credit exposures incurred by the Company were also formulated. The Risk Management Committee was formed to formulate & supervise the implementation of this policy, to develop effective surveillance techniques, monitor the external Business environment etc.
Risk Management Policy:
The Company has a robust Policy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.
The committee constituted of the following members as on 31st March, 2024.
The Risk Management Committee has met twice during the Financial Year 2023-24 on 12th August, 2023 and 13th February, 2024.
Independent Directors' Declaration:
The Independent Directors have given declarations that they meet the criteria of independence as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Avni Chouhan, Hemang Harshadbhai Shah and Pooja Hemang Khakhi are the independent directors of the company.
During the year from 01.04.2023 to 31.03.2024 the Separate Meeting of Independent Directors met as on 13th February, 2024.
The Board of Director declares that the Independent Directors in the opinion of the Board are:
a) Persons of integrity and they possess relevant expertise and experience;
b) Not a promoter of the Company or its holding, subsidiary or associate company;
c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;
d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.
e) who, neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or possess such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Evaluation by Independent Director:
In a separate meeting of Independent Directors held on 13th February, 2024 performance of non- independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.
Familiarization Program for Independent Directors
The Company has a detailed familiarization Program for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.
The Vigil Mechanism/ Whistle Blower Policy:
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.
The policy is available on the following web-link of the Company: http://www.1gsp.in/
CORPORATE GOVERNANCE REPORT
The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs. 25 crore as per last audited balance sheet as on 31st March, 2024 and therefore, 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 of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015 as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 is not applicable to Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in "Annexure - I", which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY REPORT
The company's net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.
OTHER STATUTORY DISCLOSURES
Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:
The details with regard to payment of remuneration to Director and Key Managerial Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report as "Annexure-II", which forms part of this Report.
Remuneration to Employees:
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Particulars of contracts or arrangements with related parties:
All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial
Year under review were in ordinary course of business and on an Arm's Length Basis.
Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as "Annexure-III", which forms part of this Report.
Particulars of Loan, Guarantee and Investments under Section 186 of the Act:
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.
Deposits:
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success. The Company believes 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 the Company to retain its competitive advantage.
Insurance:
The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company's offices and take appropriate decision in resolving such issues.
During the financial year 2023-24, the Company has not received any compliant on sexual harassment.
The policy is available on the following web-link of the Company: http://www.1gsp.in
Material changes and commitments affecting the financial position of the Company:
During the period under review from April 01, 2023 to March 31, 2024, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.
*Plus care Internationals Private Limited is planning to get merged with the company and the company filed documents on the Bombay Stock Exchange. For the same approval received on August 30, 2023. Further company filed application for scheme of amalgamation to Hon'ble National Company Law Tribunal, Bench at Mumbai and received order for calling a shareholder and unsecured creditor meeting on 13th March, 2024 and certified true copy received on 18th March, 2024.
The Company has convened a meeting of Shareholder and Unsecured Creditors Meeting on 09th May, 2024 as per direction of Hon'ble National Company Law Tribunal, Bench at Mumbai.
Significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company's Operations in Future:
The Company has received a direction on dated 13th March, 2024 for calling a shareholder and unsecured creditor meeting.
The company has complied all the direction given by of Hon'ble National Company Law Tribunal, Bench at Mumbai.
Change in the Nature of Business
There is no change in Business during the year.
Change in Capital Structure
There is no change in capital structure of the company.
Internal Financial Control Systems and their adequacy
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.
We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
Disclosure Under Section 43(A)(II) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure Under Section 54(1)(D) of the Companies Act, 2013
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure Under Section 62(1)(B) of the Companies Act, 2013
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure under Section 67(3) of the Companies Act, 2013
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
Management Discussion and Analysis:
The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure IV" and forms part of this Report.
Secretarial Standards of ICSI
Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
AUDITORS
Statutory Auditors:
The company regularised S D P M & Co., Chartered Accountants as Statutory Auditor of company in 29th Annual General Meeting held on 30th September, 2021. The Auditor's report given by M/s. S D P M & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.
Auditors' Observations and Directors' Comments:
The auditor's report does not contain any qualifications, reservation or adverse remarks.
Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:
There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.
Secretarial Auditor:
The Company has appointed M/s. M K Samdani & Co., Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the financial year 2022-23. The Report of the Secretarial Audit is annexed herewith as "Annexure V".
Internal Audit and Internal Control Systems:
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.
The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements.
It comprises of experienced professionals who conduct regular audits across the Company's operations. The Company has also appointed Mr. Rushil Soni proprietor of M/s Rushil Soni & Co., Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors.
The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report.
The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor's Report) Order, 2003.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company‘s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:
(a) In the preparation of the annual accounts for the year ended on 31st March 202, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and (e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
ACKNOWLEDGEMENT:
The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.
Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.
The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.
APPRECIATION
The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance.
The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.
For and on behalf of the Board of Directors of
Sd/-
SANJAY UPADHAYA
Managing Director
DIN: 07497306
Date: 07/09/2024
Place: Mumbai