Alfavision Overseas India ltd.
Your Directors have immense pleasure in presenting the 27th Annual Report of theCompany and the Audited Accounts for the financial year ended 31st March 2021.
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(Amount in Rs. Lacs.)
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|PARTICULARS ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Total Income ||8346.59 ||6688.14 ||18001.94 ||15698.61 |
|Total Expenses ||8193.87 ||6679.06 ||17832.70 ||15672.66 |
|Profit before and tax ||152.72 ||9.08 ||169.24 ||25.95 |
|Less : Tax expenses || || || || |
|Current tax ||18.88 ||_ ||25.48 ||1.41 |
|Deferred Tax ||(0.08) ||7.38 ||0.33 ||7.69 |
|Profit for the Year ||133.92 ||1.69 ||143.42 ||16.84 |
|Earning per share Basic ||4.25 ||0.05 ||0.455 ||0.053 |
|Dilute ||4.25 ||0.05 ||0.455 ||0.053 |
The Directors are pleased to recommend a dividend of Rs 0.20 per equity share of Rs10/- each for the year ended March 31 2021 subject to the approval of Members at theensuing Annual General Meeting.
In view of the changes made under the Income-tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theShareholders. The Company shall accordingly make the payment of the Dividend afterdeduction of tax at source.
TRANSFER TO RESERVES
Rs. 133.92 Lakhs of the Profit after Tax of the Financial Year has been transferred totheReserve & 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) Rules 2014.
During the year under review Alfavision Fibers Pvt. Ltd. is subsidiary company. Therewas no joint venture and associate company of our company.
BOARD OF DIRECTORS AND 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 ||6/6 |
|2 ||Vijai singh bharaktiya ||28/09/2013 ||5/6 |
|3 ||Ravi Goyal ||28/09/2017 ||6/6 |
|4 ||Priya Chhabra ||11/08/2017 ||5/6 |
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 insubsection (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 2013 and interms of Articles of Association of the Company Mr. Ravi Goyal Director is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. The Board recommends his 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 2021; 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) The Directors has laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively;
(V) 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 2021.
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 seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspects ofhis 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.
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 Sahaj & Co. Chartered Accountants Indore be and is hereby appointed as theStatutory Auditor of the Company due to the resignation of M/s S.M. Tokarawat & Co.Chartered Accountants Surat.
M/s Sahaj & Co. Chartered Accountants Indore be and is hereby appointed as theStatutory Auditor of the Company to hold office for the term of 5(five) consecutive yearsfrom financial year 2021-2022 to 2026-2027. 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 32nd Annual General Meeting.
The auditor's report to the shareholders on the Accounts of the Company for thefinancial year 31st March 2021 does contain qualification remark.
As mentioned in notes no 11 trade receivables amounted Rs 304912916 and advancesgiven to various parties as mentioned in note no 13 amounted 92180821 being subject toconfirmation and reconciliation the said amount is not verified by us consequentnecessary adjustment either of a revenue nature or otherwise if any upon which we areunable to comment at this stage will be made in the period they are finally settled withthe Party.
The Board had appointed M/s Rahul Goswami Practicing Company Secretary to conductSecretarial Audit of the 31st March 2021 company. The Secretarial Audit Report for thefinancial year ended 31 March 2021 is annexed herewith as Annexure- III to this report.
The Secretarial auditor's report to the shareholders on the Accounts of the Company forthe financial year 31st March 2021 does contain qualification remarks:-
1. The Company has not filed Forms ADT-1 to Registrar of Companies (ROC) for theappointment of M/s S.M. Tokarawat & Co. as a Statutory Auditor of the Company.Explanation:-Due to the changes in staff the compliance was skipped but we have all therecords and resolution regarding the appointment and we are assuring that there was nointention of management to hide anything from our stakeholders and other regulatorybodies.
2. The Company has not appointed one Independent Director in its Subsidiary Company asper Regulation 24(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015. Explanation:- we are aware about such compliance requirement and we are in processof appointment of Independent Director in our subsidiary company.
3. The Company has not Provided any details and forms regarding appointment of InternalAuditor as per Section 138 of Companies Act 2013.
Explanation:-The Company has already appointed the Internal Auditor but not filedMGT-14 to ROC regarding such appointment and we will file such form with additional feesto registrar.
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 of the year ended March 31 2021 receivedfrom the Senior Management Team of the Company and the Members of the Board a declarationof compliance with the Code of Conduct as applicable 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 2021. The Company has a whistle blowerpolicy/vigil mechanism to report genuine concerns or grievances.
The Board has laid down a code of conduct for Board members & Senior ManagementPersonnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
All the Board members & Senior Management Personnel have affirmed compliance withthe said code of conduct for the year ended on 31st March 2021. 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 ||Chairman & Managing Director |
|Date: 08-09-2021 ||DIN: 00306034 |
ANNUAL CONFIRMATION PURSUANT TO REGULATION 17(8) OF SEBI (LISTINGOBLIGATION ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015)
The Board of Directors
Alfavision Overseas (India) Limited Indore (MP)
We hereby certify that:
We have reviewed the financial statement read with the cash flow statement of theCompany for the year ended March 31 2021 and that to the best of our knowledge andbelief we state that:
a) i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;
ii) these statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.
b) There are to the best to our knowledge and belief no transactions entered into bythe Company during the year ended March 31 2021 which are fraudulent illegal or inviolation of the Company's Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting. We have evaluated the effectiveness of internal control systemspertaining to financial reporting of the Company and there were no deficiencies in thedesign or operation of internal controls.
d) We have indicated to the auditors and the Audit Committee:
There are no significant changes in internal control over financial reportingduring the year ended March 31 2021.
There are no significant changes in accounting policies made during the yearended March 31 2021 and
There have been no instances of significant fraud of which we have become aware.
| ||For Alfavision Overseas (India) Limited |
| ||Ravi Goyal |
|Place: Indore ||Chief Financial Officer |
|Date: 04-09-2021 || |