BOARD'S REPORT 2022-2023
To the Members,
Your Directors are pleased to present the 24th Annual Report of "Aditya Vision
Limited" (the Company) along with the Company Audited Financial Statement for the
financial year ended on March 31, 2023.
1. FINANCIAL RESULTS
| Particulars: |
Year ended |
Year ended |
|
(2022-23) |
(2021-22) |
| Revenue from operations |
1322.23 |
899.11 |
| Less: Expenditure |
1189.25 |
816.06 |
| Earning before financial charges, depreciation & amortization and taxes
(EBITDA) |
132.98 |
83.05 |
| Less: Depreciation & Amortization |
20.42 |
16.06 |
| Financial Charges |
29.50 |
25.32 |
| Provision for taxes |
21.85 |
7.86 |
| Add: Other Income |
2.93 |
1.46 |
| Earnings/Profit after taxes (PAT) |
64.14 |
35.27 |
2. REVIEW OF BUSINESS OPERATION
During the year under review, the Company has earned revenue of H1322 crore against
H899 crore in the previous year registering a growth of 47% YOY on net sales basis. EBITDA
grew from 9.2% to 10% with a growth of 8.3% as compared to last year and in absolute terms
60.1% to H132.9 crore in current year from H83 crore in previous year. Company's net
profit after tax jumped by 82% to H64.1 crore from H35.2 crore in the previous year.
3. DIVIDEND
Your Directors are pleased to recommend for your approval, a final dividend of 75% or
H7.50/- on face value of H10/- each per share for the financial year ended March 31, 2023.
4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
Since, your company is neither having any subsidiaries or associate companies nor has
entered into any joint ventures with any other company, the provision is not applicable.
5. MEETING HELD
The details pertaining to number of Board Meetings held during the financial year under
review set out in the Corporate Governance Report.
6. MEETING OF INDEPENDENT DIRECTORS
The meeting of independent directors of company during the year under the requirement
of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is set out in Corporate Governance Report.
7. CORPORATE GOVERNANCE REPORT
In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion
& Analysis Statement, and the Auditors' Certificate regarding Compliance to Corporate
Governance requirements are part of this Annual Report.
8. CLASSES OF SHARES
As on date, the Company has only one class of share capital i.e. Equity Shares of H10/-
each.
9. SHARE CAPITAL
The Authorized share capital of the Company as on March 31, 2023 was H15 crore and the
Issued, Subscribed and paid-up Equity Share Capital of the Company as on March 31, 2023
was H12.02 crore.
There was no public issue, rights issue, bonus issue or preferential issue etc. during
the year. The Company has not issued shares with differential voting rights or sweat
equity shares during the year.
10. DEPOSITS
During the financial year 2022-23, your Company has not accepted any fixed deposits
within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.
11. TRANSFER TO RESERVES
During the year under review this item is explained under the head "Reserve &
surplus" forming part of the Balance Sheet, as mentioned in the Note no. 13 of
significant accounting policies and notes forming part of the financial statements
12. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a
separate section forming part of this Annual Report.
13. ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company as on 31st March, 2023 is available
on the website of the Company at www. adityavision.in.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:-
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
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 as at March 31, 2023 and of the profit/
loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act 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 have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
15. REVIEW OF OPERATION
In FY 2022-23, the company opened 11 showrooms in Bihar, 12 showrooms in Jharkhand and
3 showrooms in Uttar Pradesh, total 26 showroom opened. In the current financial year FY
2023-24 the company has opened 12 new showrooms taking the total count of showrooms to 117
till date. In the coming months, the company plans to open new showrooms.
16. CHANGE IN NATURE OF BUSINESS
During the year under review, there is no change in the nature of business of the
company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment-
The Board of Directors at its meeting held on 01st July 2022, appointed Mr. Nusrat Syed
Hassan (DIN: 01885538) and Mr. Rahul Kumar (DIN: 07278945) as Additional Directors
designated as a Non-Executive Independent Directors on the Board of Directors of the
Company w.e.f. 01st July, 2022 and was regularized in AGM held on 30th September, 2022.
Subsequent to the end of the financial year March 31, 2023-
The Board of Directors at its meeting held on 19th May, 2023 appointed Mr. Ravinder
Zutshi (DIN: 00520290) as an Additional Director designated as a Non-Executive Independent
Director and Mrs. Yosham Vardhan (DIN:06576931) as an Additional Director (Whole Time) on
the Board of Directors of the Company w.e.f. 20th May, 2023, subject to the approval of
shareholders at the ensuing Annual General Meeting of the Company.
The Board of Directors at its meeting held on 21st July, 2023 appointed Mrs. Apeksha
Agiwal (DIN:10083559) as an Additional Director designated as a Non-Executive Independent
Director w.e.f. 21st July, 2023, subject
to the approval of shareholders at the ensuing Annual General Meeting of the Company.
Resolution seeking shareholders approval for the appointment of Mr. Ravinder Zutshi
(DIN: 00520290), Mrs. Yosham Vardhan (DIN: 06576931) and Mrs. Apeksha Agiwal
(DIN:10083559) along with other required details are provided as an Annexure to Notice of
the Annual General Meeting.
Directors retiring by rotation-
Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Sunita Sinha
who retires by rotation and being eligible, offers herself for reappointment at the
ensuing Annual General Meeting of the Company.
Resignation-
Mr. Ravi Prakash Chamria (DIN- 01113278) and Mr. Anant Upadhyay (08847156) Independent
Directors, resigned from the Board of Directors of the Company with effect from June 01,
2022 and June 20, 2022 respectively due to some personal and unavoidable reasons.
Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key
Managerial Personnel (KMPs) of the Company are :-
Mr. Yashovardhan Sinha - Managing Director Mr. Nishant Prabhakar - Whole-Time Director
Mr. Dhananjay Singh - Chief Financial Officer Ms. Akanksha Arya - Company Secretary
18. PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197 (12) of
the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as
"Annexure B".
19. COMMITTEES OF THE BOARD
There are currently four Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate & Social Responsibility Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Corporate Governance Report", a part of
this Annual Report.
20. DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations 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.
21. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are explained in Corporate Governance Report.
22. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholders Relationship Committees. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.
23. ESOP PLANS
Nomination and Remuneration Committee of the Board, inter alia, administers and
monitors the Employees' Stock Option Plan of the Company in accordance with the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021. There was no change in the ESOP Plan of the Company during the year.
During the year under report, the company has only one ESOP scheme i.e. "Aditya
Vision Employees Stock Option Plan 2021" for granting stock options to the employees
in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
are annexed herewith as Annexure - D to this report.
24. RELATED PARTY TRANSACTIONS
During the financial year 2022-23, there were no transactions with related parties
which qualify as material transactions under the Listing Agreement. Thus disclosure in
form AOC-2 is not required. Further, there were not material related party transactions
during the year under review with the Promoters, Directors, or Key Managerial Personnel.
25. STATUTORY AUDITOR
M/s Nirmal & Associates, Chartered Accountants (Firm Registration No. 002523C) have
been appointed as the Statutory Auditor of the Company at the 22nd Annual
General Meeting held on September 23, 2021 who holds the office from the conclusion of
the 22nd AGM till the conclusion of 27th AGM of the Company to be held in the Calendar
year 2026.
26. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s Deepak Dhir & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23.
A Secretarial Audit Report in Form MR-3 given by M/s Deepak Dhir & Associates,
Practicing Company Secretaries has been provided in an Annexure-"A" which forms
part of the Directors Report. There is no qualification, reservation or adverse remark
made in their Secretarial Audit Report submitted to the Company.
27. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2022-23 for all applicable
compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Secretarial Compliance Report for the
financial year 2022-23, does not contain any qualification, reservation or adverse remark.
The Secretarial Compliance Report has been provided in an Annexure A-1 along with
Secretarial Audit Report.
28. COST AUDITOR
As per the requirement of the Central Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your company hereby confirms that the provisions of this section is not
applicable, hence your company needs not required to appoint cost auditor for the
financial year 2022-23.
29. INTERNAL AUDIT AND CONTROLS
Your Company has appointed M/s Amit Kumar Agrawal & Associates as its Internal
Auditor of the Company for the Financial Year 2022-23. During the year, the Company
continued to implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets
of the Company, review of operational efficiency, effectiveness of systems and processes,
and assessing the internal control strengths in all areas. Internal Auditors findings are
discussed with the process owners and suitable corrective actions have been taken as per
the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
30. AUDITORS' REPORT
The observations made by the Auditors are self explanatory and have also been explained
in the notes forming part of the accounts, wherever required.
31. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
Your Company has adopted accounting policies which are in line with the Accounting
Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to
apply under Section 133 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of
the Companies Act, 1956, to the extent applicable. These are in accordance with generally
accepted accounting principles in India.
32. LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given
in the notes to the Financial Statements.
33. 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 thereunder for prevention and redressal
of complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the financial year
2022-23
34. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure -"C" to this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report.
35. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The
policy
provides for a framework and process whereby concerns can be raised by its employees
against any kind of discrimination, harassment, victimization or any other unfair practice
being adopted against them. More details on the vigil mechanism and the Whistle Blower
Policy of your Company have been outlined in the Corporate Governance Report which forms
part of this report.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-
(A) Conservation of Energy:
The production and manufacturing activities are not carried on by the Company and due
to that no usage of energy. Hence, no steps are taken by the Company for conservation of
energy.
(B) Technology Absorption:
The company has not imported any technology during the year and as such there is
nothing to report.
(C) Foreign Exchange Earnings and Outgo:
|
|
(Rs. In Lakhs) |
|
31.03.2023 |
31.03.2022 |
| Foreign Exchange Earnings |
|
NIL |
| Foreign Exchange Outgoings |
NIL |
NIL |
37. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions for the same during the year under review:
(a) Material changes and/ or commitments that could affect the Company's financial
position, which have occurred between the end of the financial year of the Company and the
date of this report;
(b) Significant or material orders passed by the Regulators or Courts or Tribunals,
impacting the going concern status and Company's operations in future;
(c) Frauds reported as per Section 143(12) of the Companies Act, 2013;
(d) The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year; and
(e) The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
38. ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the
cooperation and assistance received from customers, suppliers, employees, shareholders,
bankers, Government agencies, financial institutions, regulatory bodies and other business
constituents during the year under review.
The Board also appreciates and value the contribution made by all executives, officers
and staff of the Company.
|
By Order of the Board of Directors |
|
For Aditya Vision Limited |
|
Yashovardhan Sinha |
| Place : Patna |
Chairman & Managing Director |
| Date: July 21, 2023 |
DIN:01636599 |
|