alfavision overseas ltd share price Directors report

To the Members,

Your Directors are pleased to present the 29th Annual Report on the business and operations of Alfavision Overseas (India) Limited together with the audited financial statements for the financial year ended 31 March, 2023.

F FINANCIAL HIGHLIGHTS:

The Boards Report is prepared based on the Standalone and Consolidated Financial Statements of the Company. The Companys financial performance for the year under review along with previous years figures are given hereunder:

(*Figures in Lakhs)

	STANDALONE		CONSOLIDATED
PARTICULARS	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Income	3,081.13	8,467.37	5,858.86	18,280.34
Total Expenses	3,011.80	8,276.57	6,074.17	18,072.48
Profit Before Tax	69.33	190.80	(215.31)	207.85
Less : Tax Expenses
(I) Current Tax	-	5.1	-	6.85
(ii) Deferred Tax	1.16	(0.14)	1.16	(0.21)
Profit for the year	68.17	185.84	(216.47)	201.21
Earnings per share
(I) Basic	0.22	5.89	(6.87)	6.38
(ii) Diluted	0.22	5.89	(6.87)	6.38

F REVIEW OF OPERATIONS

During the year under review, the company has posted total income of 3081.13 Lakhs (previous year 8467.37 Lakhs) on a Standalone basis and a net profit after tax, for the year 2021-22, of 68.17 Lakhs compared to 185.84 Lakhs in the previous year. On a Consolidated basis during the year under review, the company has posted total income of 5858.86 Lakhs (previous year 18,280.34 Lakhs ). The consolidated Net Profit/Net Loss during the same period stands at (216.47) Lakhs as compared to profit of 201.21Lakhs in the previous year.

A Brief note on the Companys operational and financial performance is given in Management Discussion and

Analysis (MDA) Report which is annexed to the Directors Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015.

F CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

F TRANSFER TO GENERAL RESERVES:

The Company proposes to transfer 68.18 Lakhs to the general reserves out of the amount available for appropriations.

F SHARE CAPITAL :

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

F PUBLIC DEPOSITS:

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

F SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

During the year under review,*Alfavision Fibres Pvt. Ltd. is subsidiary company. There was no joint venture and associate company of our company.

*Alfavision Fibres Pvt. Ltd ceased to be the Companys subsidiary w.ef31st May,2023.

F BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review , the Composition of Board of Directors of the Company is duly constituted and Company is having total 4 directors in the Board, out of that 2 are Independent since the Chairman of the Company is Executive director, the Company must comprise 50% of its board as Independent directors as per the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

F COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING

THE PERIOD UNDER REVIEW:

S. NO. Name Of Director	Date Of Appointment	Meetings
1. Vishnu Prasad Goyal (MD)	21/08/2009	12 /12
2. Vijai Singh Bharaktiya	10/01/2013	12/12
3. Ravi Goyal	28/09/2017	12/12
4. Nidhi Saitwal*	31/10/2022	4/4
5. Priya Chhabra*	29/09/2017	4/4

*Miss Priya Chhabra resigned from the office of the Board w.e.f August 01,2022 & Mrs. Nidhi Saitwal has been appointed as an Independent Director w.e.f October 31,2022.

F INDEPENDENT DIRECTORS DURING THE PERIOD UNDER REVIEW:

The Company has received the necessary declaration from Independent Directors of the Companies Act, 2013, that they meets the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and the Board of directors are satisfied that all the independent directors of the Company fulfil the criteria of the Companies Act, 2013 and the

F SEBI (LODR) Regulations, 2015.

RETIREMENT BY ROTATION :

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ravi Goyal (Director) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

F NUMBER OF MEETINGS OF THE BOARD :

The details of all the Board Meetings are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

F DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, your directors hereby confirm:

(I) That in the preparation of the Annual Accounts for the financial year ended 31st March 2023; the applicable Accounting Standards have been followed;

(II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

(III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities;

(IV) The Directors has laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively;

(V) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

F PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, guarantees or investments covered under Section 186 of company act, 2013 form part of notes to the financial statements provided in this annual report.

F POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

F CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

The provision of Section 135 of the Companies Act, 2013 is not applicable to the Company, so the Company is not required to create Corporate Social Responsibility (CSR) Policy and to form CSR Committee during the financial year ended 31st March, 2023.

F RISK MANAGEMENT:

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time.

F CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. No specific investment has been made in reduction in energy consumption equipments. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately. No steps have been taken by the company for utilizing alternate sources of energy.

F TECHNOLOGYABSORPTION:

Companys operations are conducted by using in-house know how and no outside technology is being used for operating activities. Therefore no outside technology absorption in the company. The Company has not incurred expenditure on research and development activities during the year.

F FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

F VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. Audit committee shall oversee the vigil mechanism. The vigil mechanism ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

F BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

F PARTICULARS OF EMPLOYEES:

None of the Employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

F LISTING WITH STOCK EXCHANGES:

The Companys Shares are listed on BSE. The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 and confirms that it has paid the Annual Listing Fees to BSE.

F AUDITORS:

S.N. Gadiya & Co., Chartered Accountants, Indore be and is hereby appointed as the Statutory Auditor of the Company to hold office for the term of 5(five) consecutive years from financial year 2022-2023 to2027-2028. The Board recommends their appointment as statutory auditors of the Company to hold office from the conclusion of this Annual general Meeting till the Conclusion of 34th Annual General Meeting.

F AUDITORS REPORT:

The Auditors report to the shareholders on the Accounts of the company for the Financial Year ended 31st March,2023 does not contain any qualification remark.

F SECRETARIAL AUDITOR :

The Board had appointed M/s Rahul Goswami & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the company. The Secretarial Audit Report for the financial year ended 31 March, 20223 is annexed herewith as Annexure- III to this report

. The Secretarial auditors report to the shareholders on the Accounts of the Company for the financial year 31st March 2023 does contain qualification remarks:-

1. The Company has not appointed Internal Auditor as per Section 138 of Companies Act, 2013.

2. The Company has not updated its website as per regulation 46 of SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015 and other relevant provisions of the Companies Act, 2013.

3. The Board of the Company has made recommendation of the Dividend in the Board Meeting held on 5th September, 2022 and outcome of such meeting was made after 30 minutes.

4. The Company has fined by the Stock Exchange (BSE) under Regulation 33 of SEBI (LODR) Regulation, 2015 for the late filing of Standalone Financial Results for the Quarter and Year ended 31st March, 2023.

We hereby clarify that :-

1. We are in search of appropriate candidate for the same and will appoint the Internal Auditor as soon as possible.

2. Our Website Service Provider has been changed and hence we are in process of transferring the data to the new Website Service Provider.

3. Due to some technical error , we were unable to generate OTP from Stock Exchange and therefore there was delay in submitting the outcome of the Board Meeting.

4. Due to some technical error , the full PDF File was not uploaded on the Stock Exchanges website , and further we have uploaded the full PDF File on the next working day. So there was delay in filing of Standalone Financial Results for the Quarter and Year ended 31st March, 2023.

F INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

F RELATED PARTY TRANSACTIONS DISCLOSURE :

There have been no materially significant Related Party Transactions between the Company & the Directors, Management, Subsidiaries or relatives except for those disclosed in the Financial Statements.

Accordingly, particulars of Contracts or Arrangements with Related Party Transactions referred to in Section 188(1) of the Act in Form AOC-2 does not form part of Directors Report.

F CORPORATE GOVERNANCE :

As per SEBI Listing Regulations, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 34 of the SEBI Listing Regulations, a business responsibility report is attached and forms part ofthis annual report.

F SECRETARIAL STANDARDS :

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

F DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT :

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non- Executive Directors and Independent Directors. These Codes are available on the Companys website.

We confirm that the Company has in respect of the year ended March 31, 2023 received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

F DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS :

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations.

F AUDIT COMMITTEE :

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

F DISCLOSURE REQUIREMENTS :

Corporate Governance Report and Management Discussion and Analysis Report form part of this Annual Report for the year ended 31st March, 2023. The Company has a Whistle Blower Policy/Vigil Mechanism to report genuine concerns or grievances.

The Board has laid down a 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 with the said code of conduct for the year ended on 31st March, 2023. A declaration to this effect, signed by the CEO, forms part of this Annual Report. The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

All the Board members & KMPs have affirmed compliance.

F APPRECIATION :

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received from all the stakeholders including customers, promoters, shareholders, bankers, Suppliers, auditors, various departments, agencies of central/state government and other business associates of the company.

Your Board recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance in challenging environment.

	For and on behalf of the Board of Directors
	Sd/
	Vishnu Prasad Goyal
Date: 05 September, 2023	Chairman & Managing Director
Place: Indore	DIN:00306034