To
The Members,
AVSL Industries Limited
Your Directors have pleasure in presenting this 20th Annual Report on the
affairs of the Companys together with the audited statement of account for the financial
year ended March 31, 2023.
FINANCIAL RESULTS:
The financial performance of the Company for the financial year ended March 31, 2023 is
summarized below:
PARTICULARS |
2022-2023 |
2021-2022 |
| Total Revenue |
10,243.34 |
10,153.26 |
| Total Expense |
10166.63 |
9337.12 |
PROFIT BEFORE TAXATION |
56.39 |
802.55 |
| Less: Provision for Taxation |
17.95 |
207.51 |
| Income Tax for Earlier Years |
(5.60) |
3.86 |
| Less: Deferred Tax |
(7.08) |
(2.20) |
PROFIT AFTER TAX |
51.12 |
588.99 |
PERFORMANCE REVIEW
During the Financial Year 2022-23, the Company has achieved the highest ever Revenue
from operations of Rs 10130.48 (in lakhs) as compared to Rs 10021.76 (in lakhs) in
Financial Year 2021-22. The Profit before tax for the Financial Year 2022-23 stood at Rs
56.39 (in lakhs) as compared to Rs 802.56 (in lakhs) achieved in Financial Year 2021-22.
The Profit after tax stood at Rs 51.12 (in lakhs) for Financial Year 2022-23 as compared
to Rs 588.99 (in lakhs) for the Previous Year.
DIVIDEND:
The Directors have retained the reserves and surplus as they have plans for expansion
and diversification of Business. The Company is in the growth stage and so it is better to
retain its Reserves and Surplus and reinvest to support the expansion and diversification
plans.
TRANSFER TO RESERVES
The Company has transfer Rs 51.12 (in lakhs) from Surplus in Profit and Loss Account.
INVESTOR EDUCATION AND PROTECTION FUND
There were no amounts, required to be transferred to the Investor Education and
protection fund by the Company during this year.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there were no material changes in the nature of business
of the company.
CAPITAL STRUCTURE
During the year under review, the Company has not altered/modified its Authorized Share
Capital and the paid up capital. The details are mentioned below:
A. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES:
The Company has not issued any Bonus Shares during the year under review.
D. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
E. FRESH ISSUE OF SHARES:
The Company has not issued any shares in the financial year 2022-2023.
The Paid-up Equity Share Capital of the Company as on March 31, 2023, was Rs
5,33,11,200 divided into 53,31,120 Equity Shares of Rs 10/- each fully paid up.
DEPOSITORY SYSTEM:
The Companys equity shares are in demat through National Securities Depository Limited
and Central Depository Services India Limited.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence it is not applicable.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company that have occurred between the end of the financial year to which the
financial statement relate and the date of this report.
SHARE RECONCILIATION AUDIT
As stipulated by SEBI, Mr. Akshit Gupta, Qualified Practicing Company Secretary from
Delhi carries out Reconciliation of Share Capital Audit to reconcile the total admitted
capital with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) and the total issued and listed capital. This audit is carried out
every quarter and the report thereon is submitted to the NSE (India).
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related party transactions that were entered during the financial year were on an arms
length basis and were in the ordinary course of business. Transactions with related
parties entered by the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars of contracts
entered during the year as per Form AOC-2 is enclosed. The Board of Directors of
the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules there under and the Listing
Regulations. This Policy was considered and approved by the Board has been uploaded on the
website of the Company at www.avsl.co.in under investors info.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor accepted any Public
Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014.
NAME OF THE COMPANY, WHICH HAVE BEEN BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANIES DURING THE YEAR
The Company does not have any subsidiaries, joint ventures or associate companies
during the financial year 2022-2023.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
There is no inter se relationship between Directors of the company except Mr. Sanjay
Bansal, Chairman & Managing Director of the Company and his wife Mrs Priti Bansal,
Director of the Company.
NUMBER OF MEETINGS OF THE BOARD:
As per Section 173 of the Companies Act 2013, read with the rules made thereunder dates
for Board Meetings are well decided in advance and communicated to the Board and the
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes
are sent to the Board in advance. The Board periodically reviews compliance reports of all
laws applicable to the Company. The Board meet fifteen (15) times in a year during the
year i.e April 08, 2022, May 04, 2022, May 28, 2022, July 01, 2022, August 12, 2022,
September 04, 2022, September 27, 2022, November 14, 2022, November 29, 2022, December 21,
2022, January 05, 2023, January 28, 2023, February 06, 2023, March 23, 2023 and March 31,
2023.
Sr.no |
Name of the Director |
Category/Status of Directorship |
No. of Directorship in other public limited companies |
No. of positions other public limited companies Chairman |
Committee held in Member |
No. Equity of Shares held in the Company as on March 31,
2023 |
1. |
Sanjay Bansal |
Managing Director |
Nil |
Nil |
Nil |
17,82,500 |
| 2. |
Priti Bansal |
Director |
Nil |
Nil |
Nil |
1,38,400 |
3. |
Ashish Garg |
Non-Executive Director |
Nil |
Nil |
Nil |
Nil |
4. |
Dhirendra Sangal |
Non- Executive Independent Director |
Nil |
Nil |
Nil |
Nil |
5. |
Sugreev Singh |
Non- Executive Independent Director |
Nil |
Nil |
Nil |
Nil |
COMMITTEES OF THE BOARD:
I. The Board has constituted various committees in accordance with the provisions of
the Companies Act, 2013, the details of which are given as under:
1. Audit Committee
2. Stakeholder Relationship Committee 3. Nomination and Remuneration Committee 4.
Corporate Social Responsibility Committee
AUDIT COMMITTEE: The Audit Committee of the Board met Seven (06) times
during the financial year. The maximum time gap between two consecutive meetings was not
more than 120 days. All members of the Audit Committee possess strong knowledge of
accounting and financial management. Composition of Audit Committee are mentioned below:
Sr.no |
Name of the Director |
Designation |
Position in Committee |
No. of meeting held in the year |
No. of meeting attende d during the year |
| 1. |
Dhirendra Sangal |
NEID |
Chairman |
6 |
6 |
| 2. |
Sanjay Bansal |
Managing Director |
Member |
6 |
6 |
| 3. |
Sugreev Singh |
NEID |
Member |
6 |
6 |
The terms of reference of the Audit Committee are in line with the provisions of
Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide
oversight over the accounting systems, financial reporting and internal controls of the
Company. The powers and role of the Audit Committee are as set out in the SEBI (LODR) and
Section 177 of the Companies Act, 2013. The primary objective of the Audit Committee is to
monitor and provide an effective supervision of the Managements financial reporting
process.
Further, the Audit Committee is also functional as per the provision of Section 177 of
Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of
the Company met three times during the F.Y. 2022-23. The Composition of Committee in
Committee meeting are mentioned below:
Sr.no |
Name of the Director |
Designation |
Position in Committee |
No. of meeting held in the year |
No. of meeting attende d during the year |
| 1. |
Dhirendra Sangal |
NEID |
Chairman |
3 |
3 |
| 2. |
Ashish Garg |
NED |
Member |
3 |
3 |
| 3. |
Sugreev Singh |
NEID |
Member |
3 |
3 |
The Nomination & Remuneration committee has been assigned to approve and settle the
remuneration package with optimum blending of monetary and non- monetary outlay.
STAKEHOLDERS RELATIONSHIP COMMITTEE: The Committee met four (04) times at the
registered office of the Company and the composition of the committee are mentioned below:
Sr.no |
Name of the Director |
Designatio n |
Position in Committee |
No. of meeting held in the year |
No. of meeting attended during the year |
| 1. |
Dhirendra Sangal |
NEID |
Chairman |
4 |
4 |
| 2. |
Ashish Garg |
NED |
Member |
4 |
4 |
| 3. |
Sugreev Singh |
NEID |
Member |
4 |
4 |
Investors grievance status report as appearing on SCORES and as reported by the RTA
during the year under review is as follows:
Category of Complaints |
No. of Complaint (S) Received |
No. of Complaint (S) Resolved |
No. of Complaints pending |
| Nil |
Nil |
Nil |
Nil |
| Nil |
Nil |
Nil |
Nil |
| Nil |
Nil |
Nil |
Nil |
CORPORATE SOCIAL RESPONSIBILITY: The Committee were formed on October 31, 2020
under the leadership of Mr. Sanjay Bansal, Promoter & Managing Director of the
Company. The terms of reference are in line with Section 135 of the Companies Act, 2013.
The Company spend the average 2% of net profit on the CSR expenditure. During the
financial year 2022-23, Two (02) meeting of a Corporate Social Responsibility Committee
was held during the year. A detailed Annual report of the CSR Committee indicating the
activities to be undertaken by the Company. The Composition of the Committee are mentioned
below:
sr no |
Name of the Director |
Designation |
Position in Committee |
No. of meeting held in the year |
No. of meeting s attende d |
| 1. |
Sanjay Bansal |
Managing Director |
Chairman |
2 |
2 |
| 2. |
Priti Bansal |
Director |
Member |
2 |
2 |
3. |
Dhirendra Sangal |
NEID |
Member |
2 |
2 |
II. The Board constitutes additional functional committees, from time to time,
depending upon the business needs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
RETIRE BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr.
Ashish Garg, Director of the Company is liable to retire by rotation at the Annual General
Meeting and being eligible offered himself for re-appointment. Accordingly, the proposal
of his re-appointment has been included in the Notice conveying the Annual General Meeting
of the company. A brief resume of directors seeking re-appointment consisting nature of
expertise in specific functional areas and name of companies in which they hold
directorship, membership, chairmanship of committees of the respective Boards,
shareholding and relationship between directors as stipulated under Reg. 36(3) of the SEBI
(LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the
Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried the evaluation of its own performance, individual Directors, its
Committees, including the Chairman of the Board on the basis of attendance, contribution
and various criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and
expertise, performance of specific duties and obligations etc. were carried out. The
Directors expressed their satisfaction with the evaluation process and outcome. The
performance of each of the non-independent directors (including the Chairman) was also
evaluated by the Independent Directors at the separate meeting held of Independent
Directors of the Company.
AUDITORS:
(I) STATUTORY AUDITORS
The Members at the 15th Annual General Meeting of the Company had appointed M/s. Mamraj
& Co., Chartered Accountants (FRN: 006396N) as the Statutory Auditors of the Company
to hold office from the conclusion of the said Annual General Meeting till the conclusion
of 20th Annual General Meeting to be held in the year 2023. The Auditors have issued their
report on the Financial Statements for the Financial Year ended March 31, 2023, with an
unmodified opinion and do not contain any qualification, observation, or adverse remarks
or disclaimer that may call for any explanation from the Board of Directors The Auditors
have not reported any matter under Section 143
(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed
under Section 134
(3)(ca) of the Companies Act, 2013. As per section 143 of the Companies Act 2013,
Company wants to appoint with the consent of members of the Company "M/s Jalan Gupta
& Associates", Chartered Accountants (FRN: 003721N ) as the Statutory Auditors of
the Company to hold office from the conclusion of the said Annual General Meeting till the
conclusion of 25th Annual General Meeting to be held in the year 2023
. (II) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Company is required to annex the Secretarial Audit report with the Board report.
Accordingly, the appointment of M/s APMG & Associates, New Delhi has been made by the
Board in their meeting held on May 28, 2022 to conduct Secretarial Audit and report
thereon for F.Y 2022-23. Accordingly, the Secretarial Audit Report given by M/s APMG &
Associates, New Delhi for the F.Y. 2022-23 is annexed herewith. The Board has duly
reviewed the Secretarial Auditors Report and the observations and comments, appearing in
the report are self- explanatory and do not call for any further explanation/
clarification by the Board of Directors as provided under Section 134 of the Companies
Act, 2013.
(III) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with rules
made there under. The appointment of M/s RSAC & Co LLP,(FRN : 024475N) New Delhi has
been made by the Board in their meeting held on September 04, 2022 to conduct Internal
Audit and report thereon for F.Y 2022-23.
(IV) COST AUDITOR
The Company had appointed the Cost Auditor as pursuant to Section 148 of the Companies
Act, 2013, the Cost audit or maintenance of cost records are applicable to the Company.
The appointment of M/s V.K Gupta & Co. Chartered Accountant Firm (FRN No. 001039), New
Delhi has been made by the Board in their meeting held on September 27, 2022 to conduct
Cost Audit and report thereon for F.Y 2022-23.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has a familiarization program for Independent Directors with the objective
of making the Independent Directors of the Company accustomed to the business and
operations of the Company. The program also intends to update the Directors on a regular
basis on any significant changes therein to be in a position to make well-informed and
timely decisions. The policy on familiarization program for Independent Directors are
placed on WWW.AVSL.CO.IN
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from each Independent Director of the Company
under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) confirming
compliance with the criteria of independence as stipulated under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 (as amended) and there has
been no change in the circumstances which may affect their status as Independent Directors
during the Financial Year 2022-23.
All Independent Directors of the Company have affirmed compliance with Schedule IV of
the Companies Act, 2013 and the Companys Code of Conduct for Directors and
Employees for the Financial Year 2022-23.
The Independent Directors of the Company have registered themselves with the
Indian Institute of Corporate Affairs (‘IICA) towards the inclusion of their
names in the data bank maintained with it and they are exempted from the requirements of
the proficiency self-assessment test. All the Independent Directors have given their
declarations stating that they meets the criteria of Independence as prescribed under
Section 149(6) of the Companies Act, 2013 read with the rules made thereunder and in the
opinion of the Board, the Independent Directors made the said criteria.
REMUNERATION POLICY
The Board of Directors on their re-commendation of the Nomination & Remuneration
Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior
Managerial Personnel of the Company in accordance with the requirements of the provisions
of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
INTERNAL FINANCIAL CONTROL
The Company has put in place an adequate system of internal financial controls with
respect to the Financial Statement and commensurate with its size and nature of business,
which helps in ensuring, the orderly and efficient conduct of business. No reportable
material weakness in the operation was observed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year under review, there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
companys operations in future.
VIGIL MECHANISM/WHISTLE BOWLER POLICY
The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy, which
provides a robust a framework for dealing with genuine concerns and grievances, and the
policy is uploaded on the company website.
ANNUAL RETURN
The Annual Return referred to in sub-section (3) of Section 92 of the Companies Act,
2013 for the financial year 2022-2023 in Form MGT-9 will available on the website of the
company i.e WWW.AVSL.CO.IN.
MANAGING DIRECTOR AND CFO CERTIFICATION
Managing Director and Chief Financial Officer of the Company give annual certification
on financial reporting and internal controls to the Board in terms of Regulation 17 of
SEBI (LODR) Regulations, 2015. The Managing Director and the Chief Financial Officer also
give yearly certification on financial results while placing the financial results before
the Board in terms of Regulation 33(2) of the SEBI (LODR). The Annual Certificate given by
Managing Director and the Chief Financial Officer is attached.
ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act forms part of this
report.
STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report.
PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on
prevention of Insider Trading. The Company has a comprehensive Code of Conduct for
Regulating, monitoring and reporting of trading by Insiders along with policy on
legitimate purpose. The Company also has a Code of Practices and Procedures of fair
disclosures of unpublished price and these code(s) are in line with the PIT regulations.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134
(3)
(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement,
based on the knowledge and belief and the information and explanations obtained, directors
confirm 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; b) such accounting policies selected and applied
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 for the financial year
ended 31st March, 2023 and of the profit and loss of the company for that period; c)
proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; d)
Annual accounts for the financial year ended 31st March, 2023 have been prepared on a
going concern basis; e) Internal financial controls have been laid down and followed by
the company and that such internal financial controls are adequate and operating
effectively; and f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
Your Company has been complying with the principles of Good Corporate Governance over
the years and is committed to the highest standards of Compliance. Pursuant to regulation
15(2) of the SEBI (LODR) Regulations, 2015, the Compliances with Corporate Governance
provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of regulations and
Para C, D and E of Schedule V shall not apply to the listed entity which has specified
securities on the SME Exchange. Therefore, the Corporate Governance Report is not
applicable on the Company. Hence, the Corporate Governance Report does not form part of
this Board Report.
COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:
Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013,
applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of
Directors and General Meetings, respectively specified by the Institute of Company
Secretaries of India (ICSI) have been duly complied by the Company. The Directors have
devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is presented in a
separate section, forming part of the Annual Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under
review, the Company did not receive any complaint regarding sexual harassment.
RISK MANAGEMENT AND ANALYSIS
A key factor in determining a Companys capacity to create sustainable value is the
risks that the Company is willing to take strategic and operational levels and its ability
to manage them effectively. Many risks exist in a companys operating environment and they
emerge on a regular basis. The Companys Risk Management processes focuses on ensuring
that these risks are identified on a timely basis and addressed. In our company, audit
committee has an additional oversight in the area of financial risks and its controls. The
management of the Company from time to time is identifying other major operational risks.
However, constitution of Risk Management Committee is not applicable as it is applicable
to top 500 listed companies only.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER AN INSOLVENCY AND BANKRUPTCY
CODE 2016 During the year under review, there were no applications made or proceedings
pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of Loans taken from
Banks and Financial Institutions.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would also
like to express their sincere appreciation for the assistance and cooperation received
from the financial institutions, banks, government and regulatory authorities, stock
exchanges, customers, vendors, members, debenture holders and debenture trustee during the
year under review.
Finally yet importantly, your Directors wish to place on record their warm appreciation
to you for your continuous support and encouragement.
|
BY ORDER OF THE BOARD OF DIRECTORS |
DATE: 12.08.2023 |
SD/- |
PLACE: Delhi |
SANJAY BANSAL |
|
MANAGING DIRECTOR |
|
DIN: 01467290 |
|
ADD: KU-109, VISHAKHA ENCLAVE |
|
PITAMPURA, DELHI-110034 |
+91-9892691696
