Alfavision Overseas (India) Ltd

To

The Members,

Alfavision Overseas (India) Limited

135, Old Gauri Nagar, Indore, Madhya Pradesh-452010

Your Directors are pleased to present the 30th Annual Report on the business and operations of Alfavision Overseas (India) Limited together with the audited financial statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS ( STANDALONE):

The Board's Report is prepared based on the Standalone Financial Statements of the Company. The Company's financial performance for the year under review along with previous year's figures are given hereunder^-

2. FINANCIAL PERFORMANCE OF THE COMPANY:

During the year under review, the company has posted total income of 318.10 Lakhs (previous year 3,081.13 Lakhs) on a Standalone basis and a net profit after tax, for the year 2023-24 of27.64 Lakhs compared to 68.17 Lakhs in the previous year.

A Brief note on the Company's operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Director's Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015.

3. CHANGE IN THE NATURE OF BUSINESS;

There was no change in the nature of the business of your Company during the financial year. Nature of Business remained the same.

4. TRANSFER TO GENERAL RESERVES;

The Company proposes to transfer 28.00 Lakhs (Profit amounted 27.64 Lakhs + Income Tax Refund) to the general reserves out ofthe amount available for appropriations.

5. SHARE CAPITAL OF THE COMPANY ;

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review i.e. the Authorized Share Capital of the Company is Rs.3, 50, 00,000/- (Rupees Three Crore and Fifty Lakhs Only) comprising of 3, 50, 00,000 (Three Crores and Fifty Lakhs) Equity shares of Rs.1/- (Rupees One each) at the end ofthe financial year under report.

Further, the issued, subscribed and paid-up Share Capital of the Company for the financial year under review was Rs.3,15,26,000 /- (Rupees Three Crore Fifteen Lakhs Twenty Six Thousand Only) divided into 3,15,26,000 (Three Crore Fifteen Lakhs Twenty Six Thousand) Equity shares of Rs. 1/- (Rupees One each).

6. PUBLIC DEPOSITS;

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 ofthe Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES;

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

*Alfavision Fibres Pvt. Ltd ceased to be the Company S subsidiary w. e.f31st May, 2023.

8. 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 ofthe Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

9. COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE PERIOD UNDER REVIEW;

During the year, there was a change in Composition of Director as mentioned below:

*Mr Vijai Singh Bharaktiya resignedfrom the office of the Board w.e.fSeptember 30, 2023 & Mr Sandeep Patel has been appointed as an Additional Director w. e.f 31st December, 2023.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

There were no material contracts/transactions entered into by the Company with its related parties pursuant to the provisions of section 188 read with section 2(76) of the Companies Act, 2013 during the year under report. Further, all other transactions are an arm's length and an ordinary course of business

11. 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 ofthe Company fulfil the criteria ofthe Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

12. 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. Vishnu Prasad Goyal (Chairman& 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.

13. 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.

14. DIRECTOR'S RESPONSIBILITIES STATEMENT;

Pursuant to the requirement under Section 134 (5) 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 31st March 2024; 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.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013;

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.

16. 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.

17. 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, 2024.

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY;

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and nonbusiness risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

19. 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.

20. 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.

21. FOREIGN EXCHANGE EARNINGS AND OUT-GO;

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

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY ;

The Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes ethical behaviour in all its business activities. Therefore, the Company has adopted 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.

23. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE;

During the year under review and as at 31st March, 2024, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016. However, a dispute has been registered with the Debt Recovery Tribunal (DRT) Jabalpur. A stay has been granted by the tribunal preventing any action by the bank and the next hearing is scheduled for February 2025.

24. 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.

25. 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.

26. LISTING WITH STOCK EXCHANGES;

The Company's 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.

27. AUDITORS;

S.N. Gadiya & Co., Chartered Accountants, Indore has been 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 i.e., till the Conclusion of 34th Annual General Meeting.

28. AUDITORS REPORT:

The Auditor's report to the shareholders on the Accounts of the company for the Financial Year ended 31st March, 2024 does not contain any qualification remark.

29. 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 had appointed M/s Rahul Goswami & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the Company on 31st March, 2024. The Secretarial Audit Report for the financial year ended 31 March, 2024 is annexed herewith as Annexure- III to this report.

The Secretarial auditor's report to the shareholders on the Accounts of the Company for the financial year 31st March 2024 does contain qualification remarks:-

1. The Company has not filed e-form MGT-14 for appointment of 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.

We hereby clarify that:-

1. Due to some technical reasons, we were unable to file MGT-14 but we will file it soon with late fees.

2. We are in process of updating the website and will update the data soon.

30. INTERNAL AUDITOR:

The Company has appointed Mr. Ayush Gupta as Internal Auditor for F.Y. 2023-24. He has given Internal Audit report for the F.Y. 2023-24

31. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review, there were no frauds reported by the Auditors of the Company to the Board of Directors. Hence, there is nothing to report under Section 134(3) (ca) of the Companies Act, 2013.

32. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

In order to comply with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to the sexual harassment of woman at workplace by Constitution of Internal Complaints Committee. All women employees, permanent, temporary or contractual are covered under the above policy. There was no case of sexual harassment reported during the year under review.

33. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records.

34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

a) The Directors hereby report that the Company has maintained adequate internal controls commensurate with its size and nature of operations. There are suitable monitoring procedures in place to provide reasonable assurance for accuracy and timely reporting of the financial information and compliance with the statutory requirements. There are proper policies, guidelines and delegation of power issued for the compliance ofthe same across the Company.

b) For ensuring accuracy in the preparation of the financials, your company has implemented various checks and balances like periodic reconciliation of major accounts, review of accounts, obtaining confirmation of various balances and proper approval mechanism. There is proper reconciliation of the transactions captured to ensure the accuracy and completeness of the transaction posted in financial accounting.

c) Your Company has documented all major processes in the area of expenses, bank transactions, payments, statutory compliances and period end financial accounting process. Your company is continuously putting its efforts to align the processes and controls with the best practices in the industry.

35. 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) ofthe Act in Form AOC-2 will form part of Directors' Report and the same has been shown in Annexure in Form AOC-2.

36. 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 of this annual report.

37. SECRETARIAL STANDARDS :

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

38. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S 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 NonExecutive Directors and Independent Directors. These Codes are available on the Company's website.

We confirm that the Company has in respect of the year ended March 31, 2024 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.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS :

During the year under review, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations.

40. AUDIT COMMITTEE :

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

41. DISCLOSURE REQUIREMENTS :

Corporate Governance Report and Management Discussion and Analysis Report form part of this Annual Report for the year ended 31st March, 2024. 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, 2024. 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.

42. NUMBER OF PEOPLE EMPLOYED:

As on March 31,2024, the total number of employees on the payrolls of the company was 9.

43. 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 ofthe company.

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