To the Members,
Your Directors are pleased to present the 29th Annual Report on the business and
operations of Alfavision Overseas (India) Limited together with the audited financial
statements for the financial year ended 31 March, 2023.
F FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the Standalone and Consolidated Financial
Statements of the Company. The Company's financial performance for the year under review
along with previous year's figures are given hereunder:
(*Figures in Lakhs)
|
STANDALONE |
CONSOLIDATED |
PARTICULARS |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Total Income |
3,081.13 |
8,467.37 |
5,858.86 |
18,280.34 |
Total Expenses |
3,011.80 |
8,276.57 |
6,074.17 |
18,072.48 |
Profit Before Tax |
69.33 |
190.80 |
(215.31) |
207.85 |
Less : Tax Expenses |
|
|
|
|
(I) Current Tax |
- |
5.1 |
- |
6.85 |
(ii) Deferred Tax |
1.16 |
(0.14) |
1.16 |
(0.21) |
Profit for the year |
68.17 |
185.84 |
(216.47) |
201.21 |
Earnings per share |
|
|
|
|
(I) Basic |
0.22 |
5.89 |
(6.87) |
6.38 |
(ii) Diluted |
0.22 |
5.89 |
(6.87) |
6.38 |
F REVIEW OF OPERATIONS
During the year under review, the company has posted total income of 3081.13 Lakhs
(previous year 8467.37 Lakhs) on a Standalone basis and a net profit after tax, for the
year 2021-22, of 68.17 Lakhs compared to 185.84 Lakhs in the previous year. On a
Consolidated basis during the year under review, the company has posted total income of
5858.86 Lakhs (previous year 18,280.34 Lakhs ). The consolidated Net Profit/Net Loss
during the same period stands at (216.47) Lakhs as compared to profit of 201.21Lakhs in
the previous year.
A Brief note on the Company's operational and financial performance is given in
Management Discussion and
Analysis (MDA) Report which is annexed to the Director's Report. The MDA report has
been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR)
Regulations, 2015.
F CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of the business of your Company during the financial
year.
F TRANSFER TO GENERAL RESERVES:
The Company proposes to transfer 68.18 Lakhs to the general reserves out of the amount
available for appropriations.
F SHARE CAPITAL :
There has been no increase / decrease in the Authorised Share Capital of your Company
during the year under review.
F PUBLIC DEPOSITS:
The Company has not accepted any deposits from public within the meaning of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
F SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:
During the year under review,*Alfavision Fibres Pvt. Ltd. is subsidiary company. There
was no joint venture and associate company of our company.
*Alfavision Fibres Pvt. Ltd ceased to be the Company's subsidiary w.ef31st May,2023.
F BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review , the Composition of Board of Directors of the Company
is duly constituted and Company is having total 4 directors in the Board, out of that 2
are Independent since the Chairman of the Company is Executive director, the Company must
comprise 50% of its board as Independent directors as per the requirement of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.
F COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING
THE PERIOD UNDER REVIEW:
S. NO. Name Of Director |
Date Of Appointment |
Meetings |
1. Vishnu Prasad Goyal (MD) |
21/08/2009 |
12 /12 |
2. Vijai Singh Bharaktiya |
10/01/2013 |
12/12 |
3. Ravi Goyal |
28/09/2017 |
12/12 |
4. Nidhi Saitwal* |
31/10/2022 |
4/4 |
5. Priya Chhabra* |
29/09/2017 |
4/4 |
*Miss Priya Chhabra resigned from the office of the Board w.e.f August 01,2022 &
Mrs. Nidhi Saitwal has been appointed as an Independent Director w.e.f October 31,2022.
F INDEPENDENT DIRECTORS DURING THE PERIOD UNDER REVIEW:
The Company has received the necessary declaration from Independent Directors of the
Companies Act, 2013, that they meets the criteria of independence as laid down in
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (LODR) Regulations, 2015 and the Board of directors are satisfied that all the
independent directors of the Company fulfil the criteria of the Companies Act, 2013 and
the
F SEBI (LODR) Regulations, 2015.
RETIREMENT BY ROTATION :
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in
terms of Articles of Association of the Company, Mr. Ravi Goyal (Director) is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment. The Board recommends his appointment.
F NUMBER OF MEETINGS OF THE BOARD :
The details of all the Board Meetings are given in the Corporate Governance Report that
forms part of this Annual Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
F DIRECTOR'S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to the Director's Responsibility Statement, your directors hereby confirm:
(I) That in the preparation of the Annual Accounts for the financial year ended 31st
March 2023; the applicable Accounting Standards have been followed;
(II) That they have selected such accounting policies and applied them consistently and
made judgments, and estimate 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 financial year and of the profit
of the Company for the year under review;
(III) That they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of the Companies Act 2013, for
safeguarding the assets of the Company and for preventing and detecting Fraud and other
irregularities;
(IV) The Directors has laid down internal financial controls to be followed by the
company and that such internal controls are adequate and were operating effectively;
(V) 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.
F PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Particulars of Loans, guarantees or investments covered under Section 186 of
company act, 2013 form part of notes to the financial statements provided in this annual
report.
F POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS :
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, KMP, Senior Management and
their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
F CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :
The provision of Section 135 of the Companies Act, 2013 is not applicable to the
Company, so the Company is not required to create Corporate Social Responsibility (CSR)
Policy and to form CSR Committee during the financial year ended 31st March, 2023.
F RISK MANAGEMENT:
The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time.
F CONSERVATION OF ENERGY:
Company ensures that the operations of the company are conducted in the manner whereby
optimum utilization and maximum possible savings of energy is achieved. No specific
investment has been made in reduction in energy consumption equipments. As the impact of
measures taken for conservation and optimum utilization of energy are not quantitative,
its impact on cost cannot be stated accurately. No steps have been taken by the company
for utilizing alternate sources of energy.
F TECHNOLOGYABSORPTION:
Company's operations are conducted by using in-house know how and no outside technology
is being used for operating activities. Therefore no outside technology absorption in the
company. The Company has not incurred expenditure on research and development activities
during the year.
F FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
F VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns or
grievances of directors and employees and to deal with instance of fraud and
mismanagement, if any. In staying true to our values of Strength, Performance and Passion
in line with our vision of being one of the most respected companies in India, the Company
is committed to the high standards of Corporate Governance and stakeholder responsibility.
Audit committee shall oversee the vigil mechanism. The vigil mechanism ensures that strict
confidentiality is maintained while dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern.
F BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc. The board and the nomination and remuneration committee reviewed
the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings. In addition,
the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
F PARTICULARS OF 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.
F LISTING WITH STOCK EXCHANGES:
The Company's Shares are listed on BSE. The Company has made all the compliances of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 and confirms
that it has paid the Annual Listing Fees to BSE.
F AUDITORS:
S.N. Gadiya & Co., Chartered Accountants, Indore be and is hereby appointed as the
Statutory Auditor of the Company to hold office for the term of 5(five) consecutive years
from financial year 2022-2023 to2027-2028. The Board recommends their appointment as
statutory auditors of the Company to hold office from the conclusion of this Annual
general Meeting till the Conclusion of 34th Annual General Meeting.
F AUDITORS REPORT:
The Auditor's report to the shareholders on the Accounts of the company for the
Financial Year ended 31st March,2023 does not contain any qualification remark.
F SECRETARIAL AUDITOR :
The Board had appointed M/s Rahul Goswami & Co., Practicing Company Secretaries, to
conduct Secretarial Audit of the company. The Secretarial Audit Report for the financial
year ended 31 March, 20223 is annexed herewith as Annexure- III to this report
. The Secretarial auditor's report to the shareholders on the Accounts of the Company
for the financial year 31st March 2023 does contain qualification remarks:-
1. The Company has not appointed Internal Auditor as per Section 138 of Companies Act,
2013.
2. The Company has not updated its website as per regulation 46 of SEBI Listing
(Obligations and Disclosure Requirements) Regulations 2015 and other relevant provisions
of the Companies Act, 2013.
3. The Board of the Company has made recommendation of the Dividend in the Board
Meeting held on 5th September, 2022 and outcome of such meeting was made after 30 minutes.
4. The Company has fined by the Stock Exchange (BSE) under Regulation 33 of SEBI (LODR)
Regulation, 2015 for the late filing of Standalone Financial Results for the Quarter and
Year ended 31st March, 2023.
We hereby clarify that :-
1. We are in search of appropriate candidate for the same and will appoint the Internal
Auditor as soon as possible.
2. Our Website Service Provider has been changed and hence we are in process of
transferring the data to the new Website Service Provider.
3. Due to some technical error , we were unable to generate OTP from Stock Exchange and
therefore there was delay in submitting the outcome of the Board Meeting.
4. Due to some technical error , the full PDF File was not uploaded on the Stock
Exchange's website , and further we have uploaded the full PDF File on the next working
day. So there was delay in filing of Standalone Financial Results for the Quarter and Year
ended 31st March, 2023.
F INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference to
financial statements. During the year under review, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
F RELATED PARTY TRANSACTIONS DISCLOSURE :
There have been no materially significant Related Party Transactions between the
Company & the Directors, Management, Subsidiaries or relatives except for those
disclosed in the Financial Statements.
Accordingly, particulars of Contracts or Arrangements with Related Party Transactions
referred to in Section 188(1) of the Act in Form AOC-2 does not form part of Directors'
Report.
F CORPORATE GOVERNANCE :
As per SEBI Listing Regulations, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form part of this
report. As per Regulation 34 of the SEBI Listing Regulations, a business responsibility
report is attached and forms part ofthis annual report.
F SECRETARIAL STANDARDS :
The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India (ICSI).
F DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY'S CODE OF CONDUCT :
This is to confirm that the Company has adopted a Code of Conduct for its employees
including the Managing Director and Executive Directors. In addition, the Company has
adopted a Code of Conduct for its Non- Executive Directors and Independent Directors.
These Codes are available on the Company's website.
We confirm that the Company has in respect of the year ended March 31, 2023 received
from the Senior Management Team of the Company and the Members of the Board a declaration
of compliance with the Code of Conduct as applicable to them.
F DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS :
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations.
F AUDIT COMMITTEE :
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this report.
F DISCLOSURE REQUIREMENTS :
Corporate Governance Report and Management Discussion and Analysis Report form part of
this Annual Report for the year ended 31st March, 2023. The Company has a Whistle Blower
Policy/Vigil Mechanism to report genuine concerns or grievances.
The Board has laid down a code of conduct for Board members & Senior Management
Personnel as per Regulation 17& 26(3) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015.
All the Board members & Senior Management Personnel have affirmed compliance with
the said code of conduct for the year ended on 31st March, 2023. A declaration to this
effect, signed by the CEO, forms part of this Annual Report. The Board has adopted the
Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of
Insider Trading) Regulations, 2015.
All the Board members & KMPs have affirmed compliance.
F APPRECIATION :
The Board of Directors, wish to place on record its sincere appreciation for the
support and co-operation received from all the stakeholders including customers,
promoters, shareholders, bankers, Suppliers, auditors, various departments, agencies of
central/state government and other business associates of the company.
Your Board recognizes and appreciates the contributions made by all employees at all
level that ensure sustained performance in challenging environment.
|
For and on behalf of the Board of Directors |
|
Sd/ |
|
Vishnu Prasad Goyal |
Date: 05 September, 2023 |
Chairman & Managing Director |
Place: Indore |
DIN:00306034 |
|