Your directors have pleasure in presenting the 35th Annual Report along with the Audited Financial statementsof the Company for the financial year ended 31st March, 2024
Your Company's financial performance for the year ended 31st March, 2024 is summarized below:
Particulars
(Amount in Thousands)
For the Year ended on31.03.2024
For the Year ended on31.03.2023
Total Income
50,585.32
36,962.81
Total Expenditure
47,323.45
34,217.31
Profit/(Loss) before taxation
3,261.67
2,745.50
Provision for Tax
711.99
689.04
Profit/(Loss) after Taxation
2,549.89
2,056.47
Earning per equity share (Basic & Diluted)
0.87
0.80
The company is doing trading business in trading of dental products and equipments. The company is planningto set up healthcare centres across India in Tier 1 & 2 cities. The company will work with established brands invarious treatment areas of healthcare. During the year the Company has a profit of Rs. 2549.89 thousand againsta profit of Rs. 2056.47 thousand in the previous year.
The company is in the process of setting up to healthcare centres across India in Tier 1 and Tier 2 cities and havealready reached an agreement with an established brand which is a leading player in dental services business.
There is no material change and commitment affecting the financial position of the Company which has occurredduring the F.Y. 2023-24, or from then on till the date of this Report.
With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividendfor the year under the review.
Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy arenot applicable to the Company.
During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76 of theCompanies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no detailsto disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014
The Company has not transferred any amount to the reserves during the financial year under review. Forcomplete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, pleaserefer to the Note No. 12 of the Standalone Financial Statement of the Company.
• During the year under review, there was no change in the Authorized Share Capital of the Company
• The Issued, Subscribed and paid-up equity capital as March 31, 2024 stood at Rs. 3,30,68,020/-. Duringthe year under review, the company has issued the following -
• The Company had allotted 7,22,230 Equity Shares of the Company on preferential basis as on 29thSeptember 2023.
• The Company has not issued any equity shares with differential rights as to dividend, voting orotherwise, during the period under review.
• The Company has not issued any sweat equity shares to its directors or employees, during the periodunder review.
The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of theCompanies (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 responsiblecorporate citizen, makes conscious efforts to reduce its energy consumption. The Company has notcarried our any business activities during the year.
(ii) Steps taken by the Company for utilizing alternate source of energy.
Apart from above no other steps were taken as the Company has not carried our any businessactivities during the year.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during the year under review.
B. Technology Absorption
(i) The Company has not imported any technology during last three years from the beginning of thefinancial year. The Company has not incurred any expenditure on Research and Development duringthe year under review.
C. Foreign Exchange Earnings and Out-go:
During the period under review there was no foreign exchange earnings or out flow.
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.
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report.
During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ AssociateCompany of your Company.
During FY 2023-2024, all related party transactions that were entered into during the financial year were on arm'slength 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 provisionsof Section 188(1) of the Act, in Form AOC-2 is annexed herewith and marked as "Annexure I" to this Report.
There are no materially significant related party transactions made by the Company with Promoters, KeyManagerial Personnel or other designated persons which may have potential conflict with interest of thecompany at large Suitable disclosures as required under AS-18 have been made in the Notes to the financialstatements.
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 theremuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policyframed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of theCompanies Act, 2013 and Rules made thereunder are as follows:
The committee shall ensure that the level and composition of remuneration is reasonable and sufficient toattract, retain and motivate directors of the quality required to run the Company successfully;
a) The committee shall also ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and
b) The committee shall also ensure that the remuneration to directors, key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.
a) To guide the Board in relation to appointment and removal of directors, key managerial personnel andsenior management.
b) To evaluate the performance of the members of the Board and provide necessary report to the Board forfurther evaluation.
c) To recommend to the Board on remuneration payable to the directors, key managerial personnel andsenior management.
The Nomination and Remuneration Policy is posted on website of the Company and may be viewed athttps://aviphoto.in/wp-content/uploads/cc/Nomination-and-Remuneration-Committee-Charter.pdf
During this period under the review the provisions of Section 135 of the Companies Act, 2013, related toCorporate Social Responsibility is not applicable to the Company. Hence, your directors have not constituted theCorporate Social Responsibility (CSR) Committee.
As on 31st March, 2024, the Board comprised of 6 (Six) directors including 3 (Three) independent directors. TheBoard has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliancewith 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
None of the Directors of the Company have been debarred or disqualified from being appointed or continuingas Director of company by the Ministry of Corporate Affairs (MCA) or any such other Statutory Authority
In terms of Section 203 of the Companies Act, 2013, as on 31st March, 2024, the following are the Key ManagerialPersonnel (KMP) of the Company:
2. Ms. Bijal Yogesh Durgavale : Company Secretary and Compliance Officer
3. Ms. Hemali Rathod : Chief Financial Officer
In terms of Section 152 of the Companies Act, 2013, Mr. Vikram Vora (DIN: 02454043) Director, being Directorliable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re¬appointment, offers himself for re-appointment.
The information as required to be disclosed in relation to the aforesaid re-appointment under Regulation 36 ofListing Regulations and Secretarial Standard on General Meetings("SS-2") will be provided in the notice of nextGeneral Meeting
Mr. Vimal P. Desai (DIN: 09707509), Independent Director of the Company resigned from Board and variouscommittee wherein he is Chairman and/or member, w.e.f closure of business hours of August 21, 2024.
Mr. Kamlesh Bhagwandas Mehta (DIN: 10748358) appointed as an additional independent director w.e.f. August21, 2024
The term of appointment of Shri Avinash D. Vora (DIN: 02454059) as a Managing Director, expired on March 31,2024. Therefore, the Board of Directors of the Company has approved their re-appointment for a further periodof 3 (Three) years with effect from 1st April, 2024 to 31st March, 2027, subject to shareholders approval atensuing annual general meeting.
All the Independent Directors have given their declaration to the Company stating their independence pursuantto Section 149(7) -. They have further declared that they are not debarred or disqualified from being appointedor continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise andexperience including the proficiency.
The Company has also received requisite declarations from Independent Directors of the Company as prescribedunder rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.
All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors asprescribed in Schedule IV to the Companies Act, 2013.
The Independent Directors are provided with all necessary documents/reports and internal policies to enablethem to familiarise with the Companies procedures and practices.
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize themwith the Company, their roles, rights, responsibilities in the Company, nature of the industry in which theCompany operates, business model etc.
All new independent directors inducted into the Board attend an orientation program.. Further, at the time ofthe appointment of an independent director, the Company issues a formal letter of appointment outlining his /her role, function, duties and responsibilities.
The Board evaluation framework has been designed in compliance with the requirements under the CompaniesAct, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued bySEBI on January 05, 2017.
The Board of Directors of the Company is committed to assess its own performance as a Board in order to identifyits strengths and areas in which it may improve its functioning. To that end, the Nomination and RemunerationCommittee has established the process for evaluation of performance of all the Directors and the Board includingCommittees. The Company has devised a Policy for performance evaluation of all the Directors, the Board andthe 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.
The Board of Directors met 8 (Eight) times on 30th May 2023, 06th July, 2023, 26th July 2023, 11thAugust 2023, 29thSeptember 2023, 8th November, 2023 14th February, 2024 and 23rd February 2024 during the Financial Year 2023¬24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.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
6 of 6
2
Mr. Vikram A. Vora
3
Mr. Pradeep Kumar
4
Mrs. Daksha N. Vora
5
*Mr. Vimal Desai
6
Mr. Abhishek N. Vora
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, 2024, the applicable accountingstandards 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 judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year 31st March, 2024and 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 inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand 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 suchinternal 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 lawsand that such systems are adequate and operating effectively.
The Company has not given any loans, advances or guarantees or made investments covered under theprovisions of section 186 of the Companies Act, 2013 during the year.
There were no material changes and commitments affecting the financial position of the Company which haveoccurred between ends of the financial year.
M/s. N.K Jalan & Co, Chartered Accountants (Firm Registration No.104019W), Mumbai, were appointed asstatutory auditor of the company in the 31st Annual General Meeting of the company held in the year 2020, theyare holding office of the auditor upto the conclusion of the 36th Annual General Meeting.
M/s N.K Jalan & Co, Chartered Accountants (Firm Registration No.104019W) have confirmed that they are notdisqualified to continue as the statutory auditor of the Company for the financial year 31.03.2024 in terms of theprovisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of theCompanies (Audit and Auditors) Rules, 2014 and their firm is also peer reviewed.
The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 andrules framed thereunder either to the Company.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment andRemuneration 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 financialyear 31.03.2024. 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 31.03.2024 is annexed herewith as"Annexure II" to this report.
The Company has made further Issue of 843200 Equity Shares on Preferential Basis for which Form MGT-14 hasbeen filed with additional fees for delay Due to MCA V3 version technical issue for the filing.
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts)Rules, 2014, the Company had appointed M/s. F.P. Vora & Co, Chartered Accountants to undertake Internal Auditfor financial year ended March 31, 2024.
LISTING REGULATIONS, 2015
The Equity Shares of the Company are listed on BSE Limited (BSE)
INTERNAL FINANCIAL CONTROL SYSTEMS THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use ordisposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintaining the books of accountsand reporting financial statements.
The internal auditor of the Company checks and verifies the internal control and monitors them in accordancewith policy adopted by the Company. Even through this non-production period the Company continues to ensureproper and adequate systems and procedures commensurate with its size and nature of its business.
MEETINGS OF COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rulesframed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with StockExchanges. The Committees of the Board held by company are Audit Committee, Stakeholders' RelationshipCommittee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:
Sr. No
No. of meetings held
Audit Committee
Nomination & Remuneration Committee
Stakeholder's Relationship Committee
I. Audit Committee
The Composition of Audit Committee is as under:
Chairman, Non-Executive Independent Director
Mrs. Daksha Vora
Independent Director
Mr. Pradeep H. Joshi
Non-Executive Director
* Mr. Vimal P. Desai (DIN: 09707509), resigned as an Independent Director of the Company w.e.f closure ofbusiness hours of August 21, 2024.
In the financial year 2023-2024, the Audit Committee met five times. The Meetings were held are 30th May2023,26th July. 2023, 11th August 2023, 8th November, 2023 and 14th February, 2024.
Attendance of Audit Committee Members is as under:
No. of Board Meetings/ Meeting attended
Mr. Vimal Desai
5/5
II. Nomination and Remuneration Committee:
The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section(1) of Section 178 of Companies Act, 2013. The Nomination and Remuneration Committee has formulated thecriteria for determining qualifications, positive attributes and independence of a director and recommended
to the Board the policy, relating to the remuneration of directors, key managerial personnel and otheremployees.
The Composition of Nomination and Remuneration Committee is as under:
Independent Women Director
In the financial year 2023-2024 the Nomination and Remuneration Committee met one time. The Meetingswas held on 14th February 2024 and 23rd February 2024.
Attendance of Nomination and Remuneration Committee Members is as under:
No. of Board Meetings/ Meetingattended
2/2
III. Stakeholders Relationship Committee
The Composition of Stakeholders Relationship Committee is as under:
Executive Director
In the financial year 2023-2024 the Stakeholders Relationship Committee met one time. The Meetings washeld on 30th May 2023.
Attendance of Stakeholders Relationship Committee Members is as under:
1/1
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 TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration ofDirectors, Key Managerial Personnel and other related disclosures is given as "Annexure III" to this report.
Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 viz Details of Top ten employees of the company in terms of remuneration drawn during2023-24 is not applicable as none of the employee is drawing remuneration in excess of the limits specified inthe said Rule 5(2).
As per the requirement of SEBI Circular No. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 No. SEBI/LAD-NRO/GN/2015- 16/013 dated September2, 2015, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth notexceeding Rs. 25 Crores, as on the last day of the previous financial year is not required to comply with the normsof the Corporate Governance Report.
Since, the Paid-Up Equity Share Capital of the Company is Rs. 3,30,68,020/- and Net Worth is of Rs. Rs.7,04,24,270/-as on Financial Year ending 31st March, 2024, therefore, the provisions relating to CorporateGovernance Report are not applicable to the Company.
The Company does not have any unpaid/unclaimed amount which is required to be transferred, under theprovisions of Companies Act, 2013 into the Investor Education and Protection Fund (IEPF) of the Government ofIndia.
During the year the Company has been in compliance with the applicable Secretarial Standards.
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 atworkplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, therebyproviding 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.
In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors hasformulated and adopted the Risk Management Policy. The Board of Directors has delegated the Audit Committeeauthority to monitor the Risk Management Policy including (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that the organization facessuch as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational andother risks have been identified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. We affirm that, all risk managements are monitored and resolved as per theprocess laid out in the policy.
The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuineconcerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who usethe Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriator exceptional cases. Details of the Vigil Mechanism policy is made available on theCompany's website www.aviphoto.in.
There was no significant material orders passed by the Regulators / Courts / Tribunals which would impact thegoing concern status of the Company and its future operations.
During the year under review, neither the statutory auditors nor the secretarial auditor have reported to theAudit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed againstyour Company by its officers and employees, details of which would need to be mentioned in the Board's Report.
In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effectfrom May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention ofInsider Trading. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate 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 theDirectors and the designated employees while in possession of unpublished price sensitive information in relationto the Company and during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Directors and the designated employees have confirmed compliance with the Code.
Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 ofthe Companies Act 2013 is not applicable to the Company.
During the year under review, the Company has not issued or offered any shares under any Employee StockOption / Purchase Scheme and also does not have any plans to introduce the same.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were notransactions for the same during the year under review:
• the Managing Director of the Company apart from receiving director remuneration does not receiveany commission from the Company,
• Issue of debentures/bonds/warrants/any other convertible securities.
• Scheme of provision of money for the purchase of its own shares by employees or by trustees for thebenefit of employees.
• Instance of one-time settlement with any Bank or Financial Institution.
• Application or proceedings under the Insolvency and Bankruptcy Code, 2016.
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 theircontinuous co-operation and assistance.
Registered Office: By order of the Board of Directors
110, Manish Ind Estate No.4, For AVI PRODUCTS INDIA LIMITED
Navghar Road Vasai (East), Dist;
Palghar - 410210, Maharashtra. Sd/-
Avinash VoraChairman
Place: Vasai (DIN:02454059)
Date: August 21, 2024