| Dear Members,
The Directors have immense pleasure in presenting the 21st Annual
Report of the Company and the Audited Accounts for the financial year
ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
(Amount in Rs. Lacs.)
PARTICULARS 31.03.2015 31.03.2014
Total Income 4743.14 3944.25
Total Expenses 4714.95 3916.97
Profit before and tax 28.19 27.27
Less : Provision for Taxation
Current tax 1.350 1.635
Deferred Tax 0 0.002
Profit for the Year 26.84 25.64
Earning per Share
Basic .85 0.81
Dilute ,85 0.81
DIVIDEND
To conserve the resources of profit, your Directors do not recommend
any dividend for year under review.
DIRECTORS
In accordance with the provision of section 149 and 152 of the
Companies Act, 2013, and as per Article of Association of the Company,
Mrs. Rekha Goyal Director of the Company, retire by rotation and being
eligible offer himself for reappointment in ensuing Annual General
Meeting.
DIRECTOR'S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to the Director's Responsibility Statement, your
directors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended 31 st March 2015; 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) That they have prepared the annual accounts on a going concern
basis.
(V) 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;
(VI) 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.
PUBLIC 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.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement. An
independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company.
COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD
OF DIRECTOR)
As the Company is not engaged in any manufacturing activities, hence
provisions of section 217 (1) (e) of the Companies Act, 1956 read with
the Companies Rules, 1988 are not applicable to the Company. Further
there was neither inflow nor outflow of foreign exchange during the
year.
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,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY/INTERNAL FINANCIAL
CONTROLS:
The directors has laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate
and operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of
financial statements. The Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Auditor is defined in the
Internal Audit Manual. To maintain its objectivity and independence,
the Internal Auditor reports to the Chairman of the Audit Committee of
the Board. The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of Internal Auditor, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
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.
TECHNOLOGY ABSORPTION:
Company's 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.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings
or out flow.
SUBSIDIARY COMPANY:
The Company has no subsidiary company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is given as Annexure-V. Performance and
financial position of the subsidiary included in the consolidated
financial statement. Further, the financial statements and related
documents of the subsidiary company shall be kept open for inspection
at the Registered & Corporate Office of the Company. The Company will
also make available copy thereof upon specific request by any Member of
the Company interested in obtaining the same.
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 and 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.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure-i".
LISTING WITH STOCK EXCHANGES:
The Company's Shares are listed on BSE. The Company confirms that it
has paid the Annual Listing Fees to BSE.
AUDITORS
M/s Abhishek Nahar & Associates, Chartered Accountant, Indore retire
and being eligible, offer themselves for re-appointment as statutory
auditors in forthcoming Annual General Meeting.
AUDITORS REPORT
The auditors report to the shareholders on the Accounts of the Company
for the financial year 31st March 2015 does not contain any
qualification or adverse remark. Audit report is self explanatory
hence no need any comments.
SECRETARIAL AUDITOR
The Board had appointed M/s. Harish Damani, Practicing Company
Secretary, to conduct Secretarial Audit of the 31st March, 2015
company. The Secretarial Audit Report for the financial year ended 31
March, 2015 is annexed herewith as Annexure- III to this report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer.
RELATED PARTY TRANSACTIONS DISCLOSURE
The disclosure required under sub section (1) of section 188 is
mentioned in Form AOC-2 which is annexed herewith as "Annexure ii".
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
For &Behalf of Board of Director
ALFAVISION OVERSEAS (INDIA) LIMITED
Place: Indore
Date : 05/09/2015 Vishnu Prasad Goyal Rekha Goyal
MD Director
Registered Office; Din- 00306034 Din- 00306072
405 RAJANI BHAWAN
569/2 M.G. ROAD,
Indore-452008(M.P.)
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