To the Members
Your Directors are pleased to present the 23rd Annual Report of "Aditya VisionLimited" (the Company) along with the Company Audited Financial Statement for thefinancial year ended on March 312022.
1. FINANCIAL RESULTS:
(H in Crore)
|Particulars ||Year ended (2021-22) ||Year ended (2020-21) |
|Revenue (Gross) ||1088.37 ||906.89 |
|Less: Taxes ||189.26 ||158.89 |
|Revenue (Net) ||899.11 ||748 |
|Other Income ||1.45 ||3.77 |
|Total Income ||900.56 ||751.77 |
|Less: Expenditure ||816.07 ||694.62 |
|Earning before financial charges depreciation & amortization and taxes (EBITDA) ||84.49 ||57.15 |
|Less: Depreciation & Amortization ||16.05 ||12.82 |
|Financial Charges ||25.31 ||17.01 |
|Provision for taxes ||7.88 ||6.87 |
|Earnings/Profit after taxes (PAT) ||35.28 ||20.45 |
2. REVIEW OF BUSINESS OPERATION:
During the year under review the Company has earned gross revenue of H 1088 Croreagainst H 906 Crore in the previous year and net revenue of H 899 Crore against H 748Crore in the previous year registering a growth of 20% YOY on net sales basis. EBITDA grewfrom 7.64% to 9.39% with a growth of 22.90% as compared to last year and in absolute terms47.69% to H 84.49 Crore in current year from H 57.15 Crore in previous year. Company's netprofit after tax jumped by 72.15% to H 35.28 Crore from H 20.45 Crore in the previousyear.
Same Store Sales growth has been very healthy i.e. 14.49%
Your Directors are pleased to recommend for your approval a final dividend of 60% or H6/- on face value of H 10/- each per share for the financial year ended March 312022.
4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
Since your company is neither having any subsidiaries or associate companies nor hasentered 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 underreview and set out in the Corporate Governance Report.
6. MEETING OF INDEPENDENT DIRECTORS:
The meeting of independent directors of company during the year under the requirementof Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 which set out in Corporate Governance Report.
7. CORPORATE GOVERNANCE REPORT:
In terms of Regulation 34(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Corporate Governance Report the Management Discussion& Analysis Statement and the Auditors' Certificate regarding Compliance to CorporateGovernance 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 2022 was H 15 Crore and theIssued Subscribed and paid-up Equity Share Capital of the Company as on March 312022 wasH 12.02 Crore.
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
During the financial year 2021-22 your Company has not accepted any fixed depositswithin the meaning of section 73 and 74 of the Companies Act 2013 read together with theCompanies (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. 4 ofsignificant 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 underRegulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) is presented in aseparate 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 theCompanies Act 2013 the Annual Return of the Company as on 31st March 2022 is availableon 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 theBoard hereby submits its responsibility Statement:
a) in the preparation of the annual accounts for the year ended March 312022 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2022 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 adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
15. REVIEW OF OPERATION:-
In FY 2021-22 the company opened 11 showrooms in Bihar and 4 showrooms in Jharkhandtotal 15 showroom opened. In the current financial year FY 2022-23 the company has opened8 new showrooms taking the total count of showrooms to 87 till date. In the coming monthsthe company plans to open new showrooms. Details of showrooms disclosed in ManagementDiscussion & Analysis Report.
16. CHANGE IN NATURE OF BUSINESS:-
During the year under review there is no change in the nature of business of thecompany.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) The Board of Directors at its meeting held on 15th May 2021 approved there-appointment of Mr. Yashovardhan Sinha (DIN-01636599) as the Chairman & ManagingDirector of the Company for a further period of five (5) years w.ef. May 16 2021. Thesame has been approved by the shareholders at the Annual General Meeting of the Companyheld on 23rd September 2021.
(b) The Board of Directors at its meeting held on 10th August 2021 approved there-appointment of Mr. Ravi Prakash Chamria (DIN- 01113278) as an Independent Director andMr. Nishant Prabhakar (DIN-0617133) as Whole Time Director of the Company for a furtherperiod of five (5) years w.ef. 22nd September 2021. The same has been approved by theshareholders at the Annual General Meeting of the Company held on 23rd September 2021.
The Board of Directors at its meeting held on 01st July 2022 appointed Mr. Nusrat SyedHassan (01885538) and Mr. Rahul Kumar (07278945) as an Additional Director designated asan Independent Director on the Board of Directors of the Company w.e.f. 01st July 2022subject to the approval of shareholders at the ensuing General Meeting of the Company.
Resolution seeking shareholders approval for the appointment of Mr. Nusrat Syed Hassan(01885538) and Mr. Rahul Kumar (07278945) along with other required details are providedas 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 Sinhawho retires by rotation and being eligible offers himself for re-appointment.
Mr. Ravi Prakash Chamria (DIN- 01113278) and Mr. Anant Upadhyay (08847156) IndependentDirectors resigned from the Board of Directors of the Company with effect from June 012022 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 KeyManagerial Personnel (KMPs) of the Company are Mr. Yashovardhan Sinha Managing Director;Mr. Nishant Prabhakar Whole-Time Director; Mr. Dhananjay Singh Chief Financial Officer(CFO) and Ms. Akanksha Arya Company Secretary.
18. PARTICULARS OF EMPLOYEES:-
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as"Annexure B'.'
19. COMMITTEES OF THE BOARD:
There are currently three 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 heldduring the year are provided in the "Corporate Governance Report" a part ofthis Annual Report.
20. DECLARATION BY INDEPENDENT DIRECTORS:-
Your Company has received declarations from each independent director under Section149(7) of the Companies Act 2013 that he/she meets the criteria of independence laiddown 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 toremuneration of Directors Key Managerial Personnel and Senior Management of theCompany.This policy also lays down criteria for selection and appointment of BoardMembers. 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 anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
23. RELATED PARTY TRANSACTIONS:-
During the financial year 2021-22 there were no transactions with related partieswhich qualify as material transactions under the Listing Agreement. Thus disclosure inform AOC-2 is not required. Further there were not material related party transactionsduring the year under review with the Promoters Directors of Key Managerial Personnel.
24. STATUTORY AUDITOR:
M/s Nirmal & Associates Chartered Accountants (Firm Registration No. 002523C) havebeen appointed as the Statutory Auditor of the Company at the 22nd Annual General Meetingheld on September 23 2021 who holds the office from the conclusion of the 22nd AGM tillthe conclusion of 27th AGM of the Company to be held in the Calendar year 2026.
25. 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 Directorshad appointed M/s K E & Company Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2021-22.
A Secretarial Audit Report in Form MR-3 given by M/s K E & Company PracticingCompany Secretaries has been provided in an Annexure-"A" which forms part of theDirectors Report. There is no qualification reservation or adverse remark made in theirSecretarial Audit Report submitted to the Company.
26. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2021-22 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by the Company Secretary in Practice is available on the Company's website atwww.adityavision.in.
27 COST AUDITOR:-
As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that the provisions of this section is notapplicable hence your company needs not required to appoint cost auditor for thefinancial year 2021-22
28. INTERNAL AUDIT AND CONTROLS:
Your Company has appointed M/s Amit Kumar Agrawal & Associates as its InternalAuditor of the Company for the Financial Year 2021-22. During the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.
29. AUDITORS' REPORT:-
The observations made by the Auditors are self explanatory and have also been explainedin the notes forming part of the accounts wherever required.
30. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable.These are in accordance with generallyaccepted accounting principles in India.
31. LOANS GUARANTEES AND INVESTMENTS:-
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements.
32. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:-
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the financial year2021-22.
33. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure -"C" to this Report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the Corporate Governance Report.
34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013. Thepolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:-
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 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 dueto that no usage of energy. Hence no steps are taken by the Company for conservation ofenergy.
(B) Technology Absorption:
The company has not imported any technology during the year and as such there isnothing to report.
(C) Foreign Exchange Earnings and Outgo:
(H In Lakhs)
|Particulars ||31.03.2022 ||31.03.2021 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgoings ||NIL ||NIL |
Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 financialposition which have occurred between the end of the financial year of the Company and thedate of this report;
(b) Significant or material orders passed by the Regulators or Courts or Tribunalsimpacting 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 andBankruptcy Code 2016 (31 of 2016) during the year along with their status as at the endof the financial year and
(e) The details of difference between amount of the valuation done at the time ofone-time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof.
The Board of Directors would like to express their sincere appreciation for thecooperation and assistance received from customers suppliers employees shareholdersbankers Government agencies financial institutions regulatory bodies and other businessconstituents during the year under review.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Board also appreciates and value the contribution made by all executives officersand staff of the Company.
| ||By Order of the Board of Directors |
| ||For Aditya Vision Limited |
| ||Yashovardhan Sinha |
|Place :Patna ||Chairman & Managing Director |
|Date: September 03 2022 ||DIN: 01636599 |