Alfavision overseas India ltd.
Your Directors have immense pleasure in presenting the 25th Annual Report of theCompany and the Audited Accounts for the financial year ended 31st March 2019.
(Amount in Rs. Lacs.)
| || |
|PARTICULARS ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|Total Income ||4718.72 ||3797.95 ||11655.48 ||9651.49 |
|Total Expenses ||4714.68 ||3797.33 ||11640.52 ||9632.71 |
|Profit before and tax ||4.04 ||0.62 ||14.96 ||18.78 |
|Less : Tax expenses || || || || |
|Current tax ||(0.263) ||0.00 ||1.23 ||0.66 |
|Deferred Tax ||2.22 ||(3.44) ||1.72 ||(3.43) |
|Profit for the Year ||6.01 ||4.06 ||17.92 ||21.55 |
|Earning per || || || || |
|Share ||0.19 ||0.13 ||0.57 ||0.68 |
|Basic ||0.19 ||0.13 ||0.57 ||0.68 |
|Dilute || || || || |
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company to expand the business activities of the Company and thereforedo not propose any dividend for the Financial Year ended March 31st 2019
TRANSFER TO RESERVES
Rs. 6.01 Lakh of the Profit after Tax of the Financial Year has been transferred to theReserve & Surplus account of the Company.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
During the year under review Alfavision Fibers Pvt. Ltd. is subsidiary company. Therewas no joint venture and associate company of our company.
BOARD OF DIRECTORSAND KEY MANAGERIAL PERSONNEL
The Board of directors of the Company is duly constituted and Company is having total 4directors in the Board out of that 2 are Independent since the Chairman of the Company isIndependent director the Company needs to have at least 1/3 of the total number ofdirectors as per the requirement of the Companies Act 2013 and the SEBI (LODR)Regulations 2015
1. COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
|S.No Name Of Director ||Date Of Appointment ||Meetings |
|1. Vishnu Prasad Goyal(MD) ||21/08/2009 ||5/5 |
|2. Vijai singh bharaktiya ||28/09/2013 ||5/5 |
|3. Ravi goyal ||28/09/2017 ||5/5 |
|4. Priya chhabra ||11/08/2017 ||4/5 |
2. INDEPENDENT DIRECTORS
The Company has received the necessary declaration from Independent Directors of theCompanies Act 2013 that they meets the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of theSEBI (LODR) Regulations 2015 and the Board of directors are satisfied that all theindependent directors of the Company fulfill the criteria of the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
3. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) of the Companies Act 2013and interms of Articles of Association of the Company Mr. Ravi Goyal Director s liable toretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. The Board recommends him appointment.
4. NUMBER OF MEETINGS OF THE BOARD
The details of all the Board Meetings are given in the Corporate Governance Report thatforms part of this Annual Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
5. DIRECTOR'S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to the Director's Responsibility Statement your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial year ended 31stMarch 2019; 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 sufficientcare for the maintenance of adequate accounting records in accordance with the provisionof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting Fraud and other irregularities; (IV) That they have prepared the annualaccounts on a going concern basis. (V) The Directors has laid down internal financialcontrols to be followed by the company and that such internal controls are adequate andwere operating
(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.
POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors KMP Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
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.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of Section 135 of the Companies Act 2013 is not applicable to theCompany so the Company is not required to create Corporate Social Responsibility (CSR)Policy and to form CSR Committee during the financial year 31st March 2019. .
The Company has laid down a comprehensive Risk Assessment and Minimization Procedurewhich is reviewed by the Board from time to time
CONSERVATION OF ENERGY:
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 outside technologyis being used for operating activities. Therefore no outside technology absorption in thecompany. The Company has not incurred expenditure on research and development activitiesduring the year.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
No Company have become or ceased to be the Company's subsidiaries joint ventures orassociate companies during the financial year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
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 Passionin line with our vision of being one of the most respected companies in India the Companyis committed to the high standards of Corporate Governance and stakeholder responsibility.Audit committee shall oversee the vigil mechanism. The vigil mechanism ensures that strictconfidentiality is maintained while dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated
PARTICULARS OF EMPLOYEES
None of the Employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in form MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending March 31 2019 is annexed hereto asAnnexure-I' and forms part of this report.
LISTING WITH STOCK EXCHANGES:
The Company's Shares are listed on BSE. The Company confirms that it has paid theAnnual Listing Fees to BSE.
M/s Goyal Goyal & Co.. Chartered Accountants Indore be and is hereby appointed asthe Statutory Auditor of the Company due to the resignation of M/s. s.k. lulla and co.Chartered Accountants Gwalior.
M/S. Goyal Goyal & Co. Chartered Accountants Indore be and is hereby appointed asthe Statutory Auditor of the Company to hold office for the term of 5(five) consecutiveyears from financial year 2019-2020 to 2023-2024 subject to ratification by the Members ofthe Company at every Annual General Meeting as per the provisions of the Companies Act2013 at such remuneration as shall be mutually decided by the Board of Directors of theCompany and statutory auditor of the company. The statutory auditors have furnished theirletter to the affect that their re- appointment if made would be within the limit andthat he is not disqualified for re- appointment. The Board recommends their appointment asstatutory auditors of the Company to hold office from the conclusion of this Annualgeneral Meeting till the Conclusion of 30th Annual General Meeting.
The auditor's report to the shareholders on the Accounts of the Company for thefinancial year 31st March 2019 does contain qualification remark.
As mentioned in Note 7 to the financial statements Balances of Loans Rs.75786646.67/- and as mentioned in Note 5 of the financial statements Balances ofSundry Receivable Rs. 2100000/- under Trade Receivables and as mentioned Note- 10 of Loanamount of Unsecured Loans from others Rs. 46800000/- being subject to confirmation andreconciliation resulting in the balances as per books of accounts not verified by us. Theconsequent necessary adjustments either of a revenue nature or otherwise if any uponwhich we are unable to comment at this stage will be made in the period they are finallysettled with the parties.
As mentioned in Note 4 Non Current Assets Amount recoverable from various taxauthority Rs. 1917348.01/- in absence of any reconciliation explanation for delay inrefund if any and other supportive audit evidence we are unable to comment upon itsbalance recoverability.
All above transaction are in relation to the properties and business future expansionand the upcoming years we will write-off and settle as per business need.
The Board had appointed M/s Shivani Mittal Practicing Company Secretary to conductSecretarial Audit of the 31st March 2019 company. The Secretarial Audit Report for thefinancial year ended 31 March 2019 is annexed herewith as Annexure-III to this report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses in the design or operation were observed.
RELATED PARTY TRANSACTIONS DISCLOSURE
There have been no materially significant Related Party Transactions between theCompany & the Directors Management Subsidiaries or relatives except for thosedisclosed in the Financial Statements.
Accordingly particulars of Contracts or Arrangements with Related Party Transactionsreferred to in Section 188(1) of the Act in Form AOC-2 does not form part of Directors'Report.
As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport. As per Regulation 34 of the SEBI Listing Regulations a business responsibilityreport is attached and forms part of this annual report.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITHTHE COMPANY'S CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for its employeesincluding the Managing Director and Executive Directors. In addition the Company hasadopted a Code of Conduct for its Non-Executive Directors and Independent Directors. TheseCodes are available on the Company's website. I confirm that the Company has in respect ofthe year ended March 31 2019 received from the Senior Management Team of the Company andthe Members of the Board a declaration of compliance with the Code of Conduct asapplicable to them.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the company during financial year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations.
Your Directors wish to place on record their immense appreciation for the assistanceand co-operation extended by the various statutory authorities Banks Shareholders andEmployee of the Company.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
Corporate Governance Report and Management Discussion and Analysis Report form part ofthis Annual Report for the year ended 31st March 2019. The Company has a whistle blowerpolicy/vigil mechanism to report genuine concerns or grievances . The Board has laid downa 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 withthe said code of conduct for the year ended on 31st March 2019. A declaration to thiseffect signed by the CEO forms part of this Annual Report. The Board has adopted theInsider Trading Policy in accordance with the requirements of the SEBI (Prohibition ofInsider Trading) Regulations 2015.. All the Board members & KMPs have affirmedcompliance
| ||For and on behalf of the Board |
| ||Vishnu Prasad Goyal |
|Place: Indore ||Managing Director |
|Date: 04-09-2019 ||DIN: 00306034 |