To
The Shareholders,
Your directors have pleasure in presenting the 34th Annual Report along with
the Audited Financial statements of the Company for the financial year ended 31st March,
2023
FINANCIAL RESULTS:
Your Company's financial performance for the year ended 31st March, 2023 is summarized
below:
Particulars |
For the Year ended on 31.03.2023 |
For the Year ended on 31.03.2022 |
|
(Rs. In Thousands) |
(Rs. In Thousands) |
Total Income |
36,962.81 |
33,708.96 |
Total Expenditure |
34,217.31 |
32,143.59 |
Profit/(Loss) before taxation |
2,745.50 |
1,565.37 |
Provision for Tax |
689.04 |
406.97 |
Profit/(Loss) after Taxation |
2,056.47 |
1,158.40 |
Earning per equity share (Basic & Diluted) (Face |
|
|
|
0.80 |
0.65 |
Value of Rs. 10/- each) |
|
|
WORKING RESULTS AND STATE OF COMPANYS AFFAIRS ' :
The company is doing trading business in Dental products and food business. The company
has made significant process in the food business as well as online trading business of
dental goods. The company is planning to expand into quick service restaurants. During the
year the Company has a profit of Rs. 2056.47 thousand against a profit of Rs. 1,158.40
thousand in the previous year. There is no material change and commitment affecting the
financial position of the Company which has occurred during the F.Y. 2022-23, or from then
on till the date of this Report.
DIVIDEND:
With a view to conserve the resources of the Company, the Board of Directors does not
recommend any dividend for the year under review.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend
Distribution Policy are not applicable to the Company.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the
requirement for furnishing details of deposits which are not in compliance with the
Chapter V of the Act is not applicable.
RESERVE:
No amount as been transferred to the General Reserve during the year.
SHARE CAPITAL:
The Issued, subscribed and paid-up equity capital of your company as on March 31, 2022
stood at Rs. 2,58,45,720/- comprising of 25,84,572 Equity shares of Rs.10/-each during the
year under review.
DETAILS OF DIRECTORS AND:
As on 31st March, 2023, the Board comprised of 6(Six) directors including 3 (Three)
independent director. The Board has an appropriate mix of Executive, Non-Executive and
Independent Directors, which is in compliance with the requirements of the Companies Act,
2013. The details of the Board of Directors are as below:
1. |
Mr. Avinash D. Vora |
Chairman and Managing Director |
2. |
Mr. Vikram A. Vora |
Non- Executive Non Independent Director |
3. |
Mr. Pradeep Joshi |
Non- Executive Director |
4. |
Mr. Vimal Desai |
Independent Director |
5. |
Mr. Abhishek N. Vora |
Independent Director |
6. |
Ms. Daksha N. Vora |
Independent & Women Director |
I. RETIRE BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Vikram Vora, Non- Executive Non-Independent
Director, retires by rotation at the forthcoming Annual General Meeting and, being
eligible offers himself for re-appointment. The Board recommends his re-appointment for
the consideration of the Members of the Company at the ensuing Annual General Meeting.
Members are requested to refer to the Notice of the ensuing Annual General Meeting for
brief profile and other related information of Mr. Vikram Vora, Non- Executive
Non-Independent Director, retiring by rotation. II. CHANGE IN DIRECTORS Pursuant to the
provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Board of Directors of the Company appointed/
reappointed the following Directors and Key Managerial Personnel:
1. |
Mr. Vikram A Vora |
Non-Executive Director (Appointed w.e.f. 23.08.2022) |
2. |
Mr. Vimal Desai |
Independent Director (Appointed w.e.f. 23.08.2022) |
3. |
Mr. Abhishek Nilesh Vora |
Independent Director (Appointed w.e.f. 23.08.2022) |
4. |
Mr. Pradeep Kumar |
Independent Director (Resigned w.e.f. 23.08.2022) |
III. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, as on 31stMarch, 2022, the
following are the Key Managerial Personnel (KMP) of the Company:
1. |
Mr. Avinash D. Vora |
Chairman and Managing Director |
2. |
Ms. Bijal Yogesh Durgavale |
Company Secretary and Compliance Officer |
3. |
Ms. Hemali Patel |
Chief Financial Officer |
IV. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance
with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules, 2014, which mandated the inclusion of Independent Director's name in the data bank
of Indian Institute of Corporate Affairs ("IICA") till they continue to hold the
office of an independent director. None of the directors of your Company are disqualified
under the provisions of Section 164(2) of the Companies Act, 2013. Your directors have
made necessary disclosures as required under various provisions of the Companies Act,
2013. In the opinion of the Board, all the independent directors are persons of integrity
and possess relevant expertise and experience.
V. ANNUAL PERFORMANCE EVALUATION:
The Board of Directors of the Company is committed to assess its own performance as a
Board in order to identify its strengths and areas in which it may improve its
functioning. To that end, the Nomination and Remuneration Committee has established the
process for evaluation of performance of all the Directors and the Board including
Committees. The Company has devised a Policy for performance evaluation of all the
Directors, the Board and the Committees which includes criteria and factors for
performance evaluation. The appointment/re-appointment /continuation of Directors on the
Board shall be based on the outcome of evaluation process. The Directors expressed their
satisfaction with the evaluation process.
BOARD MEETINGS:
During the year under review, 5(Five) meetings were held. The dates of the meetings are
30th May 2022, 8thAugust 2022, 23rd August 2022, 14th
November, 2022 and 14th February, 2023. Attendance of Directors at the
Board Meeting is as under:
Sr. No. Name of Director |
No. of Board Meetings attended |
1 Mr. Avinash D. Vora |
5 of 5 |
2 Mr. Vikram A. Vora |
3 of 5 |
3 Mr.Pradeep H. Joshi |
5 of 5 |
4 *Mr. Pradeep Kumar |
3 of 5 |
5 Mrs. Daksha N. Vora |
5 of 5 |
6 Mr. Vimal Desai |
2 of 5 |
7 Mr. Abhishek N. Vora |
2 of 5 |
*Mr. Pradeep Kumar has resigned from post of Director of the Company with effect
from August 23, 2022.
COMMITTEES OF THE BOARD
I.Audit Committee
The Composition of Audit Committee is as under:
*Mr. Pradeep Kumar |
Chairman, Non-Executive and Independent Director |
**Mr. Vimal Desai |
Chairman, Non-Executive and Independent Director |
Mr. Pradeep H. Joshi |
Non-Executive and Independent Director |
Mr. Avinash D. Vora |
Executive Director |
*Mr. Pradeep Kumar has resigned from the post of Director of the Company with
effect from August 23, 2022. **Mr. Vimal Desai has appointed from the post of Non-Executive
and Independent Director of the Company with effect from August 23, 2022.
In the financial year 2022-2023, the Audit Committee met four times. The Meetings were
held are 30th May 2022, 8th August 2022, 14th November,
2022 and 14th February, 2023. Attendance of Audit Committee Members is as
under:
Sr. No. Name of Director |
No. of Board Meetings/ Meeting attended |
1 Mr. Pradeep Kumar |
2/4 |
2 Mr. Vimal Desai |
2/4 |
3 Mr. Pradeep H. Joshi |
4/4 |
4 Mr. Avinash D. Vora |
4/4 |
II.Nomination and Remuneration Committee:
The Composition of Nomination and Remuneration Committee is as under:
**Mr. Vimal Desai |
Chairman, Non-Executive and Independent Director |
Mr. Pradeep H. Joshi |
Non-Executive and Independent Director |
Mrs. Daksha N. Vora |
Independent Women Director |
**Mr. Vimal Desai has appointed from the post of Non-Executive and Independent
Director of the Company with effect from August 23, 2022.
In the financial year 2022-2023 the Nomination and Remuneration Committee met one time.
The Meetings was held on 14h February 2023. Attendance of Nomination and Remuneration
Committee Members is as under:
Sr. No. |
Name of Director |
No. of Board Meetings/ Meeting attended |
1 |
Mr. Vimal Desai |
1/1 |
2 |
Mr. Pradeep H. Joshi |
1/1 |
3 |
Mrs. Daksha N. Vora |
1/1 |
III.Stakeholders Relationship Committee
The Composition of Stakeholders Relationship Committee is as under:
** Mr. Pradeep Kumar |
Chairman, and Independent Director |
Mr. Pradeep H. Joshi |
Non-Executive and Independent Director |
Mr. Avinash D. Vora |
Executive Director |
In the financial year 2022-2023 the Stakeholders Relationship Committee met one time.
The Meetings was held on 30th May 2022. Attendance of Stakeholders Relationship
Committee Members is as under:
Sr. No. |
Name of Director |
No. of Board Meetings/ Meeting attended |
1 |
Mr. Pradeep Kumar |
1/1 |
2 |
Mr. Pradeep H. Joshi |
1/1 |
3 |
Mr. Avinash D. Vora |
1/1 |
**Mr. Pradeep Kumar has resigned from the post of Director of the Company with
effect from August 23, 2022.
RISK MANAGEMENT POLICY:
In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the
Board of Directors has formulated and adopted the Risk Management Policy. The Board of
Directors has delegated the Audit Committee authority to monitor the Risk Management
Policy including (a) Overseeing and approving the Company's enterprise wide risk
management framework; and (b) Overseeing that all the risks that the organization faces
such as strategic, financial, credit, market, liquidity, security, property, IT, legal,
regulatory, reputational and other risks have been identified and assessed and there is an
adequate risk management infrastructure in place capable of addressing those risks. We
affirm that all risk managements are monitored and resolved as per the process laid out in
the policy.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of directors and recommends to the
Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel
and other employees. The brief terms of the policy framed by the Nomination and
Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies
Act, 2013 and Rules made thereunder are as follows:
a) The committee shall ensure that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate directors of the quality
required to run the Company successfully. b) The committee shall also ensure that the
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and c) The committee shall also ensure that the remuneration to directors, key
managerial personnel and senior management involves a balance between fixed and incentive
pay reflecting short- and long-term performance objectives appropriate to the working of
the Company and its goals.
The Key Objectives of the Committee are: a) To guide the Board in relation to the
appointment and removal of directors, key managerial personnel and senior management. b)
To evaluate the performance of the members of the Board and provide a necessary report to
the Board for further evaluation. c) To recommend to the board on remuneration payable to
the directors, key managerial personnel and senior management.
VIGIL MECHANISM:
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate
safeguards against victimization of persons who use the Vigil Mechanism; and (b)
direct access to the Chairperson of the Audit Committee of the Board of Directors of
the Company in appropriator exceptional cases. Details of the Vigil Mechanism
policy are made available on the Company's website www.aviphoto.in.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, the Directors state that: a) in the
preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; b) the directors have selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company at the
end of the financial year and of the loss of the company for that period; c) the directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial
controls are adequate and were operating effectively; and f) the directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year under review, such controls were operating
effectively and no reportable material weakness in the design or operations were observed.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under review the provisions of Section 135 of the Companies Act,
2013, related to Corporate Social Responsibility is not applicable to the Company. Hence,
your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.
AUDITORS:
M/s. N.K Jalan & Co, Chartered Accountants (Firm Registration No.104019W), Mumbai,
were appointed as statutory auditor of the company in the 31st Annual General
Meeting of the company held in the year 2020, they are holding office of the auditor upto
the conclusion of the 36thAnnual General Meeting.
M/s .N.K Jalan & Co, Chartered Accountants (Firm Registration No.104019W) have
confirmed that they are not disqualified to continue as the statutory auditor of the
Company for the financial year 31.03.2023 in terms of the provisions of the proviso to
Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the
Companies (Audit and Auditors) Rules, 2014 and their firm is also peer reviewed.
STATUTORY AUDITORS' OBSERVATIONS:
The notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had
re-appointed M/s VKMG & Associates, Company Secretaries, as Secretarial Auditor for
conducting Secretarial Audit of your Company for the financial year 31.03.2023. The
Secretarial Audit Report issued by the Secretarial Auditor Mr. Anish Gupta, Partner of
M/s. VKMG & Associates LLP, Company Secretaries, for the financial year 31.03.2023 is
annexed herewith as "Annexure A" to this report.
SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARDS: -
1. The Company has not filed e-Form MGT-14 in respect of Appointment of Internal
Auditor as required under Section 117 read with 179(3) of the Companies Act, 2013. Comment
by the Board: Due to MCA V3 version technical issue same could not be filed however
the Company is the process of filing of the same and same will be get filed as soon as
possible.
2. The Company has not filed e-Form DPT-3 in respect of Particulars of transactions by
a company not considered as deposit as per rule 2(1)(c) of the Companies (Acceptance of
Deposit) Rules, 2014 for the year ended March 31, 2022 as required under rule 16 of
Companies (Acceptance of Deposits) Rules, 2014. Comment by the Board: Due to MCA V3
version technical issue same could not be filed however the Company is the process of
filing of the same and same will be get filed as soon as possible.
CORPORATE GOVERNANCE REPORT:
As per the requirement of SEBI Circular No.SECURITIES AND EXCHANGE BOARD OF INDIA
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 No.
SEBI/LAD-NRO/GN/2015- 16/013 dated September 2, 2015, the listed companies having paid up
equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25
Crores, as on the last day of the previous financial year is not required to comply with
the norms of the Corporate Governance Report. Since, the Paid-Up Equity Share Capital of
the Company is Rs. 2,58,45,720/- and Net Worth is of Rs. Rs.4,48,83,916/-as on Financial
Year ending 31st March, 2023, therefore, the provisions relating to Corporate
Governance Report are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and
Analysis forms a part of this annual report.
EXTRACT OF ANNUAL RETURN:
In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return is
available www.aviphoto.in
RELATED PARTIES TRANSACTIONS:
During FY 2022-2023, all related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the business
. The particulars of transactions entered into by the Company with related parties, which
falls under the provisions of Section 188(1) of the Act, in Form AOC-2 is annexed herewith
and marked as "Annexure B" to this Report. There are no materially
significant related party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
the company at large Suitable disclosures as required under AS-18 have been made in
the Notes to the financial statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans, advances or guarantees or made investments covered
under the provisions of section 186 of the Companies Act, 2013 during the year.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5 (1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key
Managerial Personnel and other related disclosures is given as "Annexure C"
to this report. Information required under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz Details of Top ten
employees of the company in terms of remuneration drawn during 2022-23 is not applicable
as none of the employee is drawing remuneration in excess of the limits specified in the
said Rule 5(2).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company which have occurred between ends of the financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant material orders passed by the Regulators / Courts / Tribunals
which would impact the going concern status of the Company and its future operations.
DISCLOSURES REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company is committed to
provide a safe & conducive work environment to its employees and has formulated
Policy for Prevention of Sexual Harassment ' to prohibit, prevent or deter any acts
of sexual harassment at workplace and to provide the procedure for the redressal of
complaints pertaining to sexual harassment, thereby providing a safe and healthy work
environment. Internal Committees have been set up to redress complaint(s) regarding sexual
harassment. During the year under review, no case of sexual harassment was reported.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy:
Though business operation of the Company is not energy-intensive, the Company, being a
responsible corporate citizen, makes conscious efforts to reduce its energy consumption.
The Company has not carried our any business activities during the year. (ii) Steps taken
by the Company for utilizing alternate sources of energy. Apart from above no other steps
were taken as the Company has not carried our any business activities during the year.
(iii) The capital investment on energy conservation equipment: There is no capital
investment in energy conservation equipment during the year under review.
(B) Technology Absorption
(i) The Company has not imported any technology during the last three years from the
beginning of the financial year. The Company has not incurred any expenditure on Research
and Development during the year under review.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:
During the year under review, no Company has become or ceased to be a Subsidiary/Joint
Venture/ Associate Company of your Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor have reported to the Audit Committee under Section 143(12) of the Companies Act,
2013 any instances of fraud committed against your Company by its officers and employees,
details of which would need to be mentioned in the Board's Report.
PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations,
2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has
formulated and adopted a new Code for the Prevention of Insider Trading. The Company has
adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for the implementation
of the Code.
All Directors and the designated employees have confirmed compliance with the Code.
OTHER DICLOSURES:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
Your Company has not issued any shares with differential voting.
Your Company has not issued any sweat equity shares.
There was no revision in the financial statements.
There has been no change in the nature of business of your Company.
APPRECIATIONS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous co-operation and assistance.
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