To the Members
Your Directors are pleased to present the 20th Annual Report of "Aditya VisionLimited" (the Company) along with the Company Audited Financial Statement for thefinancial year ended on March 31 2019.
1. FINANCIAL RESULTS:
| || ||(in crore) |
| ||2018-19 ||2017-18 |
|Revenue (Gross) ||690.96 ||536.31 |
|Less: Taxes ||127.30 ||92.37 |
|Revenue (Net) ||563.66 ||443.94 |
|Other Income ||0.39 ||0.64 |
|Total Income ||564.05 ||444.59 |
|Less: Expenditure ||546.64 ||436.9 |
|Earning before inancial charges depreciation & amortization and taxes (EBITDA) ||17.41 ||7.69 |
|Less: || || |
|Depreciation & Amortization ||1.55 ||1.35 |
|Financial Charges ||7.22 ||2.21 |
|Provision for taxes ||2.88 ||1.35 |
|Earnings/Pro it after taxes (PAT) ||5.76 ||2.78 |
2. REVIEW OF BUSINESS OPERATION:
During the year under review the Company has earned gross revenue of Rs. 691 crorethrough sale against 536 crore in the previous year and net revenue of Rs. 563 croreagainst 444 crore in the previous year registering a growth of 27% YOY on net sales basis.EBITDA also grew by 1.73% to 3.08% with a growth of 78% as compared to last year and inabsolute terms 126.39% to 17.41 crore in current year from 7.69 crore in previous year.Your Company's net pro it after tax jumped by 108% to Rs. 5.76 crore from Rs. 2.78 crorein the previous year. Same Store Sales growth had been a very healthy i.e. 19.50%.
Your Directors are pleasedto recommend for your approval a _inal dividend @5.1% (i.e.Rs. 0.51)per equity shares on face value of Rs. 10/- per shares for the year ended March31 2019.
4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Since your company is neither having any subsidiaries or associate companies nor hasentered into any joint ventures with any other company the provision is not applicable.
5. MEETING HELD:
The details pertaining to number of Board Meetings held during the inancial year underreview and set out in the Corporate Governance Report.
6. MEETING OF INDEPENDENT DIRECTORS:
The independent directors of company met one time (1) during the year under therequirement of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which set out in Corporate Governance Report.
7. CORPORATE GOVERNANCE REPORT
In terms of Regulation 34(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Corporate Governance Report the Management Discussion& Analysis Statement and the Auditors' Certi icate regarding Compliance to CorporateGovernance requirements are part of this Annual Report.
8. CLASSES OF SHARES:
As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.
During the financial year 2018-19 your Company has not accepted any _ixed depositswithin the meaning of section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
10. TRANSFER TO RESERVES:-
During the year under review this item is explained under the head "Reserve &surplus" forming part of the Balance Sheet as mentioned in the Note no. 4 of signiicant accounting policies and notes forming part of the inancial statements
11. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) is presented in aseparate section forming part of this Annual Report.
12. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexure B" to theBoard's report.
13. DIRECTORS' RESPONSIBILITY STATEMENT:-
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
a) in the preparation of the annual accounts for the year ended March 31 2019theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a airs of the Company as at March 31 2019 and of the proit/loss of the Company for the year ended on that date;
c) the Directors have taken proper and suf icient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operating theectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating the ectively.
14. REVIEW OF OPERATION:-
During the financial year 2018-19 Company opened showrooms at various towns such as inGaya (2nd Showroom in Gaya) Sasaram Sitamarhi Anisabad. Zip Ara. Zip Chapra SagunaMore (Patna) Gopalganj Munger Lakhisarai and in Muza arpur taking the number ofshowroom to 39 till date. Further Company proposes to open more showrooms in thisfinancial year and work is in progress at Boring Road. Zip Katihar Madhubani and Buxar.
15. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments a ecting the financial position of yourCompany which have occurred between the end of the financial year 2018-19 and the date ofthis Report.
16. CHANGE IN NATURE OF BUSINESS:-
During the year under review there is no change in the nature of business of thecompany.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 152 of the Companies Act 2013 Mrs. Sunita Sinhawho retires by rotation and being eligible o ers himself for re-appointment.
Pursuant to the provisions of section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMPs) of the Company are Mr. Yashovardhan Sinha Managing Director;Mr. Nishant Prabhakar Whole-Time Director; Mr. Dhananjay Singh Chief Financial Of_icer(CFO) and Ms. Akanksha Arya Company Secretary.
18. PARTICULARS OF EMPLOYEES:-
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as"Annexure C".
19. COMMITTEES OF THE BOARD:
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Corporate Governance Report" a part ofthis Annual Report.
20. DECLARATION BY INDEPENDENT DIRECTORS:-
Your Company has received declarations from each independent director under Section149(7) of the Companies Act 2013 that he/she meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013. Pursuant to Clause VII (1) of ScheduleIV of the Companies Act 2013 the Independent Directors had a separate meeting held on28th March 2019.
21. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY :-
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy is explained in Corporate Governance Report.
22. BOARD EVALUATION:-
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
23. RELATED PARTY TRANSACTIONS:-
During the financial year 2018-19 there were no transactions with related partieswhich qualify as material transactions under the Listing Agreement and that the provisionsof section 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2is not required. Further there were not material related party transactions during theyear under review with the Promoters Directors of Key Managerial Personnel.
24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:-
There are no signi icant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
25. STATUTORY AUDITORS:
M/s O.P.Tulsyan & Co Chartered Accountants the statutory auditors of the companyhave been appointed at the 19th Annual General meeting held on September 20 2018 whoholds the of_ice till the conclusion of next Annual General Meeting of the Company to beheld in the Calender Year 2019. In this regard the Company has received a certi icatefrom the auditors to the the ect that if they are reappointed it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.
26. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s K E & Company Practicing Company Secretaries was appointed toundertake the Secretarial Audit of the Company.
A Secretarial Audit Report in Form MR-3 given by M/s K E & Company PracticingCompany Secretaries has been provided in an Annexure-"A" which forms part of theDirectors Report. There is no quali ication reservation or adverse remark made in theirSecretarial Audit Report submitted to the Company.
27. COST AUDITOR:-
As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby con irms that the provisions of this section is notapplicable hence your company needs not required to appoint cost auditor for the inancialyear 2018-19.
28. INTERNAL AUDIT AND CONTROLS:
Your Company has appointed M/s R. P. Sachan & Associates as its Internal Auditor ofthe Company. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational ef iciencythe ectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors _indings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
29. AUDITORS' REPORT:-
The observations made by the Auditors are self explanatory and have also been explainedin the notes forming part of the accounts wherever required
30. DETAILS. ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India.
31. LOANS GUARANTEES AND INVESTMENTS:-
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements.
32. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:-
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the financial year2018-19.
33. CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors of your company hereby con irms that the provisions of section135(1) of the Companies Act 2013 and Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our company for the financial year2018-2019.
34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act
2013. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the
Corporate Governance Report which forms part of this report.
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:-
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as under-
(A) Conservation of Energy:
The production and manufacturing activities are not carried on by the Company and dueto that no usage of energy. Hence no steps are taken by the Company for conservation ofenergy.
(B) Technology Absorption:
The company has not imported any technology during the year and as such there isnothing to report.
(C ) Foreign Exchange Earnings and Outgo:
| || ||(`In Lakhs) |
| ||31.03.2019 ||31.03.2018 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgoings ||NIL ||NIL |
The Board of Directors would like to express their sincere appreciation for thecooperation and assistance received from customers suppliers employees shareholdersbankers Government agencies financial institutions regulatory bodies and other businessconstituents during the year under review. The Board also appreciates and value thecontribution made by all executives of icers and sta resulting in the successfulperformance of the Company during the year.
| ||By Order of the Board of Directors |
| ||For Aditya Vision Limited |
|Place : Patna ||Yashovardhan Sinha |
|Date: 28th May 2019 ||Chairman& Managing Director |
| ||DIN: 01636599 |