To the Members
Your Directors are pleased to present the 21st Annual Report of "AdilyaVision Limited" (the Company) along with theCompany Audited Financial Statementfor the financial year ended on March 31 2020.
1. FINANCIAL RESULTS:
|Particulars ||2019-20 ||2018-19 |
|Revenue (Gross) ||963.71 ||690.96 |
|Less: Taxes ||166.73 ||127.30 |
|Revenue (Net) ||796.98 ||563.66 |
|Other Income ||9.12 ||0.39 |
|Total Income ||806.1 ||564.05 |
|Less: Expenditure ||771.77 ||546.64 |
|Earning before financial charges depreciation &amortization and taxes (EBITDA) ||34.33 ||17.41 |
|Less: Depreciation &Amortization ||2 ||1.55 |
|Financial Charges ||13.6 ||7.22 |
|Provision for taxes ||4.71 ||2.88 |
|Earnings/Profit after taxes (PAT) ||14.02 ||5.76 |
2. PERFORMANCE REVIEW:
During the year under review the Company has earned gross revenue of Rs. 963 crorethrough sale against Rs. 691 crore in the previous year and net revenue of Rs. 797 croreagainst Rs. 563 crore in the previous year registering a growth of 41% YOY on net salesbasis. EBITDA also grew by 3.08% to 4.30% with a growth of 39.61% as compared to last yearand in absolute terms 97% to Rs. 34.33 crore in current year from Rs. 17.41 crore inprevious year. Company's net profit after tax jumped by 143% to Rs. 14.02 crore from Rs.5.76 crore in the previous year.Same Store Sales growth had been a very healthy i.e. 16%.
Your Directors are pleased to recommend for your approval a final dividend of 25%amounting to Rs. 2.50 on face value of Rs. 10/- each per share for the year ended March31 2020.
4. REVIEW OF OPERATION: -
Our company is in a growth phase and is opening new showrooms in areas where value canbe found. In FY 2019-20 the company opened 4 newshowrooms. In the current financial year(FY2020-21) the company has opened 5 new showrooms; taking the total count of showroomsto 48 till date. In the coming months the company plans to open 15 new showrooms to takethe count to 63 showrooms across Bihar.
Additionally - proposed locations for remaining current financial year and year aheadare jamui Jehanabad Araria Mohania Madhepura Sheohar Kishanganj Sheikhpura ArwalBanka and few small format Zip stores.
5. DETAILS OF SUBSIPIARY/IOINT 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.
6. MEETING HELD;
The details pertaining to number of Board Meetings held during the financial year underreview and set out in the Corporate Governance Report.
7. MEETING QF INDEPENDENT DIRECTORS:
The meeting of independent directors of company during the year under the requirementofRegulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 which set out in 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.
9. CLASSES QF SHARES:
As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.
During the financial year 2019-20 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 Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) is presented in aseparate section forming part of this Annual Report.
13. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexure B" to theBoard's report.
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 31 2020theapplicable 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 2020 and of theprofit/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 theCompanyand 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. CHANGE IN NATURE OF BUSINESS: -
During the year under review there is no change in the nature of business of thecompany.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 152 of the Companies Act 2013 Mrs. SunitaSinhawho retires by rotation and being eligible offers himself for reappointment.
Pursuant to the provisions of section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMPs) of the Company are Mr. YashovardhanSinha Managing Director;Mr. NishantPrabhakar Whole-Time Director; Mr. Dhananjay Singh Chief Financial Officer(CFO) and Ms. AkankshaArya Company Secretary.
17. 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 C".
18. 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
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.
19. DECLARATION BY INDEPENDENT DIRECTORS: -
Your Company has received declarations from each independent director under Section149(7) of the Companies Act 2013that he/she meets the criteria of independence laid downin Section 149(6) of the Companies Act 2013.
20. 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.
21. 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.
22. RELATED PARTY TRANSACTIONS: -
During the financial year 2019-20 there were no transactions with related partieswhich qualify as material transactions under the Listing Agreement and that the provisionsof section 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2is not required. Further there were not material related party transactions during theyear under review with the Promoters Directors of Key Managerial Personnel.
23. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS: -
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
24. STATUTORY AUDITORS;
M/s O.P.Tulsyan& Co Chartered Accountants the statutory auditors of the companyhave been appointed at the 20thAnnual General meeting held on September 232019 who holds the office till the conclusion of next Annual GeneralMeeting of the Companyto be held in the Calender Year 2020. In this regard the Company has received acertificate from the auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
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 was appointed toundertake the Secretarial Audit of the Company.
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 isno qualification reservation or adverse remark made intheirSecretarial Audit Report submitted to the Company.
26. 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 2019-20.
27. INTERNAL AUDIT AND CONTROLS:
Your Company has appointed M/s R. P. Sachan& Associates as its Internal Auditor ofthe Company. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
28. 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.
29. 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.
30. 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.
31. 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 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 year2019-20.
32. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT -
The novel coronavirus (Covid-19) pandemic continues to spread rapidly across the globeincluding India. The outbreak was identified in China and on March 11 2020 the Covid-19outbreak was declared a global pandemic by the World Health Organization. The outbreak ofCOVID -19 pandemic and the consequent announcement of series of lockdowns and otherrestrictions imposed by the government have adversely affected the business and operationsof the Company. As entire showrooms were shut off the revenues of the Company has beenbadly affected. There has been negative impact on demand of the Company's products in post1st lockdown covid era and is continuing till date.
The Company is closely monitoring the emerging situation arising out of COVID-19 andthe disruption is unforeseen and beyond the control of the company & resultantrestrictions imposed by the regulatory authorities. Nevertheless the Company is makingevery effort to ensure that it can dealt with after effects. In view of the prevailinguncertainty no precise estimation can be made about overall impact of this pandemic saveand except that sales are being severelyeffected.
There were no other material changes and commitments affecting the financial positionof your Company which have occurred between the end of the financial year 2019-20 and thedate of this Report.
33. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility(CSR) Policy of the Company andthe initiativesundertaken by the Company on CSR activities during theyear are set out inAnnexure -"D" to this Report in theformat prescribed in the Companies (CorporateSocialResponsibility Policy) Rules 2014.For other details regarding the CSR Committeeplease 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 have formulated a Whistle Blower Policy
which is in compliance with the provisions of Section 177 (10) of the Companies Act2013. The policy provides for a framework and process whereby concerns can be raised byits employees 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 readwith 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 dueto that no usage of energy. Hence no steps are taken by the Company for conservation ofenergy.
(B) Technologv Absorption:
The company has not imported any technology during the year and as such there isnothing to report.
(C) Foreign Exchange Earnings and Outgo:
| ||31.03.2020 ||31.03.2019 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgoings ||NIL ||NIL |
The Board of Directors would like to express their sincere appreciation forthecooperation and assistance received from customers suppliers employeesshareholders.bankers Government agencies financial institutions regulatory bodies andother business constituentsduring 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 fightthispandemic.
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 |
|Place: Patna ||Yashovardhan Sinha |
|Date:03rdSeptember 2020 ||Chairman & Managing Director |
| ||DIN:01636599 |