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Alfavision Overseas Ltd.

BSE: 531156 Sector: Others
NSE: N.A. ISIN Code: INE883B01019
BSE LIVE 15:14 | 09 Nov 64.00 2.00






NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 64.00
52-Week high 79.00
52-Week low 53.15
P/E 43.54
Mkt Cap.(Rs cr) 20
Buy Price 60.00
Buy Qty 100.00
Sell Price 65.00
Sell Qty 100.00
OPEN 64.00
CLOSE 62.00
52-Week high 79.00
52-Week low 53.15
P/E 43.54
Mkt Cap.(Rs cr) 20
Buy Price 60.00
Buy Qty 100.00
Sell Price 65.00
Sell Qty 100.00

Alfavision Overseas Ltd. (ALFAVISIONOVERS) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the 21st Annual Report ofthe Company and the Audited Accounts for the financial year ended 31st March2015.


(Amount in Rs. Lacs. )

PARTICULARS 31. 03. 2015 31. 03. 2014
Total Income 4743.14 3944.25
Total Expenses 4714.95 3916.97
Profit before and tax 28.19 27.27
Less: Provision for Taxation
Current tax 1.350 1.635
Deferred Tax 0 0.002
Profit for the Year 26.84 25.64
Earning per Share
Basic .85 0.81
Dilute .85 0.81


To conserve the resources of profit your Directors do not recommend any dividend foryear under review.


In accordance with the provision of section 149 and 152 of the Companies Act 2013 andas per Article of Association of the Company Mrs. Rekha Goyal Director of the Companyretire by rotation and being eligible offer himself for reappointment in ensuing AnnualGeneral Meeting.


Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Director’s Responsibility Statement your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31stMarch 2015; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently andmade judgments and estimate that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of financial year and of the profitof the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting Fraud and otherirregularities;

(IV) That they have prepared the annual accounts on a going concern basis.

(V) The Directors has laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively;

(VI) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.


All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement. An independent director shall hold office for a term up to fiveconsecutive years on the Board of a Company but shall be eligible for reappointment fornext five years on passing of a special resolution by the Company.


As the Company is not engaged in any manufacturing activities hence provisions ofsection 217 (1) (e) of the Companies Act 1956 read with the Companies Rules 1988 are notapplicable to the Company. Further there was neither inflow nor outflow of foreignexchange during the year.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.


The particulars of Loans guarantees or investments covered under Section 186 ofcompany act 2013 form part of notes to the financial statements provided in this annualreport.


The directors has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of financial statements. The Company has an Internal ControlSystem commensurate with the size scale and complexity of its operations. The scope andauthority of the Internal Auditor is defined in the Internal Audit Manual. To maintain itsobjectivity and independence the Internal Auditor reports to the Chairman of the AuditCommittee of the Board. The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofInternal Auditor process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.


The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.


Company ensures that the operations of the company are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved. No specificinvestment has been made in reduction in energy consumption equipments. As the impact ofmeasures taken for conservation and optimum utilization of energy are not quantitativeits impact on cost cannot be stated accurately. No steps have been taken by the companyfor utilizing alternate sources of energy.


Company’s operations are conducted by using in-house know how and no outsidetechnology is being used for operating activities. Therefore no outside technologyabsorption in the company. The Company has not incurred expenditure on research anddevelopment activities during the year.


During the period under review there was no foreign exchange earnings or out flow.


The Company has no subsidiary company.


Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company’s subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-V.Performance and financial position of the subsidiary included in the consolidatedfinancial statement. Further the financial statements and related documents of thesubsidiary company shall be kept open for inspection at the Registered & CorporateOffice of the Company. The Company will also make available copy thereof upon specificrequest by any Member of the Company interested in obtaining the same.


The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns orgrievances of directors and employees and to deal with instance of fraud andmismanagement if any. In staying true to our values of Strength Performance and Passionand in line with our vision of being one of the most respected companies in India theCompany is committed to the high standards of Corporate Governance and stakeholderresponsibility. Audit committee shall oversee the vigil mechanism. The vigil mechanismensures that strict confidentiality is maintained while dealing with concerns and alsothat no discrimination will be meted out to any person for a genuinely raised concern.


Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.


The Company did not have any employee during the year drawing remuneration attractingthe provision of section 217 (2A) of the Companies Act 1956 read with the Companies(particulars of employees) Rule 1975. The company continued to have cordial and harmoniousrelations with employees. In totality our employees have shown a high degree of maturityand responsibility in responding to the changing environment economic and the marketcondition.


The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-i".


The Company’s Shares are listed on BSE. The Company confirms that it has paid theAnnual Listing Fees to BSE.


M/s Abhishek Nahar & Associates Chartered Accountant Indore retire and beingeligible offer themselves for re-appointment as statutory auditors in forthcoming AnnualGeneral Meeting.


The auditors report to the shareholders on the Accounts of the Company for thefinancial year 31st March 2015 does not contain any qualification or adverseremark. Audit report is self explanatory hence no need any comments.


The Board had appointed M/s. Harish Damani Practicing Company Secretary to conductSecretarial Audit of the 31st March 2015 company. The Secretarial Audit Reportfor the financial year ended 31 March 2015 is annexed herewith as Annexure- III to thisreport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark or disclaimer.


The disclosure required under sub section (1) of section 188 is mentioned in Form AOC-2which is annexed herewith as "Annexure ii".


The company has laid-down a code of conduct for all Board members and senior managementof the Company. All the Board members and senior management personnel have affirmedcompliance with the code of conduct.


A separate section titled "Corporate Governance" including a certificate fromthe Auditors of the Company confirming compliance of the conditions of the CorporateGovernance as stipulated under clause 49 of the Listing Agreement and also the ManagementDiscussion and Analysis Report and CEO certification are annexed hereto and form part ofthe report.


This is to confirm that the Company has adopted a code of conduct for the Board ofDirectors and Senior Management of the Company. The same is available on website of theCompany as www.

As Managing Director of the Alfavision Overseas (India) Limited and as required byclause 49 (1) (D) (ii) of the Listing Agreement of the Stock Exchange in India I herebydeclare that all the Board Members and senior Management personnel of the Company haveaffirmed compliance with the code of Conduct for financial year 2014-2015.

Place: Indore Vishnu Prasad Goyal
Date: 05/09/2015 Managing Director

Annexure "ii"

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangement or transitions entered in to during the yearended on March 31 2015 which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

The Details of material contracts or arrangement or transactions at arm's length basisfor the year ended on March 31 2015 are as follows

Name of the related party and Nature of contracts or arrangement or transactions Nature of relationship Duration of the contracts Salient terms Amount
N. A N. A N. A N. A N. A


Place: Indore For &Behalf of Board of Director
Registered Office; Vishnu Prasad Goyal Rekha Goyal
569/2 M. G. ROAD Din-00306034 Din-00306072
Indore-452008(M. P. )



Secretarial Audit Report for the Financial Year ended 31 March 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]


The Board of Directors

Alfavision Overseas (India) Limited


Reg. 0ffice: -405 RAJANI BHAWAN 569/2 M. G. ROAD Indore- 452001(M. P. )

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Alfavision Overseas (India)Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on our verification of M/s Alfavision Overseas (India) Limited the books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s Alfavision Overseas (India) Limited ("The Company")for the period ended on 31st March 2015 according to the provisions of:

I. the Companies Act 2013 (the Act) and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (not applicable to the company during the audit period)

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) to the extent applicable to theCompany: -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (not applicable to the company during the audit period);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andemployee stock purchase Guidelines 1999 (not applicable to the company during the auditperiod;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and (not applicable to the company during the audit period);

f. The Securities and Exchange Board of India (Buyback of Securities)

Regulations 1998 (not applicable to the company during the audit period);

g. The Securities and Exchange Board of India(Issue and Listing of Debtsecurities)Regulation 2009 and (not applicable to the company during the audit period)

h. The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents)Regulation 1993 regarding the companies Act dealing with client;

(VI) I have relied on the representation made by the company and its officers forsystem and mechanism formed by the Company for compliance under other applicable Actslaws Regulations to the company. The laws regulations directions orders applicablespecifically to the company are as follows: -

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India. (notapplicable for the period under review)

ii) The Listing Agreements entered into by the Company with the BSE Limited NationalStock Exchange of India Limited.

I further report that I have not reviewed the applicable financial laws(direct andindirect tax laws)since the same have been subjects to review and audit by the statutoryAuditors of the company.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards and Listing Agreements etc mentioned above.

a. Company has not comply section 203 of companies act 2013 related of appointment ofkey managerial personnel

1. Chief executive Officer

2. Company Secretary

3. Chief Financial officer

b. Company was also listed on Madhya Pradesh Stock Exchange ltd for which delistingformalities were completed by the company and informed by the management to us that no assuch delisting certificate/intimation was issued by the above exchanges and not producedbefore us.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

The Company has obtained all necessary approvals under the various provisions of theAct; and there was no prosecution initiated and no fines or penalties were imposed duringthe year under review under the Act SEBI Act SCRA Depositories Act Listing Agreementand Rules Regulations and Guidelines framed under these Acts against / onthe Company its Directors and Officers.

The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

The Company has complied with the provisions of the Securities Contracts (Regulation)Act 1956 and the Rules made under that Act with regard to maintenance of minimum publicshareholding.

I further report that the Company has complied with the provisions of the DepositoriesAct 1996 and the Byelaws framed thereunder by the Depositories with regard todematerialization / dematerialization of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period there

Were no instances of:

I. Public/Rights/Debenture/Sweat equity.

II. Merger/amalgamation reconstruction etc.

III. Foreign technical collaborations.

CS Harish Damani
Practicing company secretary
Date: 05. 09. 2015 Membership No. 35712
Place: Indore Certificate of practice No. 14471

‘Annexure A’


The Board of Directors

Alfavision Overseas (India) Limited


Reg. 0ffice: -405 RAJANI BHAWAN 569/2 M. G. ROAD Indore- 452001(M. P. )

Our report of even date is to be read along with this letter

1. Maintenances of secretarial record is the responsibility of the management of thecompany. our responsibility is to express an opinion on these secretarial records based onour audit

2. We have follows the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. we believe that the processes and practices we followed provide areasonable for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of accounts of the company.

4. Where ever required we have obtained the management representation about thecompliance of laws rules and regulation and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws rulesregulations standards is the responsibility of managements. Our examination was limitedto the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the managements hasconducted the affairs of the company.

CS Harish Damani
Practicing company secretary
Date: 05/09/2015 Membership No. 35712
Place: Indore Certificate of practice No. 14471

Annexure "v"


(Pursuant to first proviso to sub-section 129read with rule5 of company (Accounts)RULES 2014)

Statement containing salient feature of the financial statement ofsubsidiaries/Associate company/Joint venture.

Part "A" Subsidiary

(Information in respect of each subsidiary to be presented with amounts in RS)

Serial no Particular Detail
1. Name of subsidiary N. A.
2. Reporting period for the subsidiary concerned if different from the holding company’s reporting period N. A.
3. Reporting currency and Exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries. N. A.
4. Share capital N. A.
5 Reserve & surplus N. A.
6 Total assets N. A.
7 Total liabilities N. A.
8 Invetments N. A.
9 Turnover N. A.
10 Profit before tax N. A.
11. Provision for taxation-current Tax(MAT)

-MAT Credit Entitlement - deferred tax

N. A.
12 Profit after taxation N. A.
13. Proposed Dividend N. A.
14. %of shareholding N. A.

Part "B" Associate and Joint ventures

Statement pursuant to section 129(3) of the companies Act 2013 related to Associatecompanies and joint venture

Name of associates/joint ventures Nil Nil Nil
Latest audited Balance sheet Date
Share of Associate/joint venture held by the company on the year end
No of Amount of Investments in Associates/joint venture Extent of Holding


Description of how there is significant influence
Reason why the associates/Joint venture is not consolidated
Net worth attributable to shareholding as per latest audited Balance sheet
Profit/loss for the year
Considered in consolidation
Not Considered in consolidation


1. Names of associates or joint ventures which are yet to commence operations-Nil

2. Names of associates or joint venture which have been liquidated or sold during theyear-Nil

Place: Indore For &Behalf of Board of Director
Registered Office; Vishnu Prasad Goyal Rekha Goyal
569/2 M. G. ROAD Din-00306034 Din-00306072
Indore-452008(M. P. )