The Members,
Aeonx Digital Technology Limited
(Formerly known as Ashok Alco-Chem Limited)
Your Directors are pleased to present their 32 Annual Report together
with the Audited Financial Statements of your Company for the year ended 31 March, 2024.
The section on the Management Discussion and Analysis (MD&A) forms a part of this
report.
FINANCIAL RESULTS
The following figures summaries the financial performance of your
Company during the year under review:
(Rs. in lakhs)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Income from Operations |
1,201.67 |
1,352.47 |
3,431.24 |
2,771.90 |
Other Income |
312.86 |
462.81 |
329.16 |
438.81 |
Total Income |
1,514.53 |
1,815.28 |
3,760.40 |
3,210.71 |
Less : Total Expenditure |
1,388.23 |
1,560.72 |
3,360.34 |
2,826.09 |
Profit/(Loss) before Interest, |
|
|
|
|
Depreciation and Tax |
126.30 |
254.57 |
400.06 |
384.62 |
Less : Finance Cost |
0.18 |
0.01 |
51.89 |
16.25 |
Profit/(Loss) before Depreciation and Tax |
126.12 |
254.56 |
348.17 |
368.37 |
Less : Depreciation |
2.19 |
3.53 |
94.53 |
84.22 |
Profit/(Loss)before Tax |
123.93 |
251.03 |
253.62 |
284.15 |
Less: Exceptional Items |
(113.21) |
- |
(113.21) |
- |
Profit/(Loss)before Tax after |
237.14 |
251.03 |
366.84 |
284.15 |
Exceptional Items |
|
|
|
|
Less : Tax Expenses |
|
|
|
|
Current Tax |
53.01 |
32.18 |
95.01 |
56.22 |
Deferred Tax |
0.52 |
28.09 |
(4.80) |
0.10 |
Tax adjustment earlier year |
4.32 |
(0.27) |
3.66 |
2.42 |
Profit/(Loss)for the year |
179.28 |
191.03 |
272.96 |
225.42 |
Add: Other Comprehensive Income |
|
|
|
|
i. Re-measurement gain/(loss) on the Defined
Benefit Plans |
1.01 |
0.01 |
(4.52) |
(3.27) |
ii. Income tax on (i) above |
(0.25) |
- |
1.14 |
0.82 |
Total Comprehensive Income for |
180.04 |
191.04 |
269.58 |
222.97 |
the year |
|
|
|
|
OVERVIEW OF THE FINANCIAL PERFORMANCE
Standalone Financial Performance: For the fiscal year 2023-24, the
income from operations at the standalone level stood at Rs. 1,505.04 Lakhs, a slight
decrease from Rs. 1,755.80 Lakhs in the previous financial year. Other income for the year
was Rs. 531.72 Lakhs, up from Rs. 501.45 Lakhs last year. The company reported a net
profit after tax of Rs. 272.95 Lakhs, a substantial improvement from the previous year's
net profit of Rs. 225.42 Lakhs.
Consolidated Financial Performance: At the consolidated level, the
total income from operations for the fiscal year 2023-24 was Rs. 3,431.24 Lakhs, up from
Rs. 2,771.90 Lakhs in the previous financial year. Total expenses amounted to Rs. 3,506.77
Lakhs, resulting in a profit of Rs. 458.30 Lakhs before exceptional items and tax. After
accounting for exceptional items and taxes, the net profit stood at Rs. 366.83 Lakhs,
compared to Rs. 284.15 Lakhs in the previous year.
The company continued to optimize the use of its resources in its
existing line of business while making efforts to expand the operations of its
subsidiaries.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO
OVERALL PERFORMANCE OF THE COMPANY
Aeonx Digital Solutions Pvt. Ltd.: Aeonx Digital Solutions Pvt.
Ltd., a Wholly Owned Subsidiary, played a crucial role in the company's growth during the
fiscal year 2023-24. The subsidiary leveraged its expertise in digital technology to
enhance customer experiences and optimize internal operations, contributing significantly
to the overall results. Aeonx Digital Solutions reported a total revenue of Rs. 2,000.65
Lakhs, marking a substantial increase from Rs. 1,063.82 Lakhs in the previous financial
year. The subsidiary's net profit for the year was Rs. 92.57 Lakhs.
Sale of Aeon Procare Pvt. Ltd.: In a strategic move to realign and
re-segment the company into a fully software technology and cloud company, the business of
Aeon Procare Pvt. Ltd. was sold to Ashapura International Limited. This decision
underscores the company's commitment to focusing on digital technology services, cloud
computing, and niche product services, particularly in supply chain and expense
management.
DIVIDEND
Considering the performance of the Company and to appropriately reward
the Members of the Company, your Directors are pleased to recommend a dividend of Rs.
1.00/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended 31 March,
2024. This dividend is subject to the approval of the Members at the ensuing Annual
General Meeting and if declared, Members whose names appear on the Register of Members on
record date i.e. Thursday, 12 September, 2024 will be entitled to dividend.
In the previous year the Company paid a dividend of Rs. 1..00/- per
equity share (i.e. 10%) of Rs. 10/- each of the Company.
TRANSFER TO GENERAL RESERVES
Your Directors do not propose transfer of any sum to the general
reserves.
SHARE CAPITAL
During the financial year 2023-24, there is no change in the
authorized, issued, subscribed and paid-up share capital of the Company. As on 31 March,
2024, the Company is having authorized share capital of Rs.7,00,00,000/- comprising of
50,00,000 equity shares of Rs 10/- each and 20,00,000 11% preference shares of Rs 10/-
each.
The issued, subscribed and paid-up equity share capital of the Company
as on 31 March, 2024 is Rs. 4,60,03,430/- comprising of 46,00,343 equity shares of Rs.
10/- each.
During the year under review, the Company has not issued shares with
differential rights as to dividend, voting or otherwise or bought back any of its
securities. The Company has not issued any sweat equity/bonus shares/employee stock option
plan, under any scheme.
HOLDING COMPANY
Aura Alkalies and Chemicals Private Limited continues to be Holding
Company of the Company by holding 25,18,632 Equity Shares of the Company i.e. 54.75%, at
the end of the financial year 31 March, 2024.
SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
As on date, your Company is a holding company of Aeonx Digital
Solutions Private Limited. In a strategic move to realign and re-segment the company into
a fully software technology and cloud company, the business of Aeon Procare Pvt. Ltd. was
sold to Ashapura International Limited.
Your Company does not have any Associate or Joint Venture Companies
within the meaning of Section 2(6) of the Act.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the Company's subsidiary in
Form AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
audited standalone and consolidated financial statements and other relevant documents and
audited accounts of the said subsidiary company, is available on the website of the
Company at http://www.aeonx.digital.
SIGNIFICANT EVENTS DURING THE FY 2023-24 AND TILL THE DATE OF REPORT
Change in Object Clause of the Company
The company was engaged in the business of chemicals and trading of
minerals and related activities. As part of its diversification strategy, the company had
already invested in an IT company called Aeonx Digital Solutions Private Limited, which is
its wholly owned subsidiary. In a strategic move to realign and re-segment the company
into a fully software technology and cloud company, its object clause has been changed to
include business activities related to Information Technology.
Change in name of the Company
The Company has changed its object clause by adding business activity
Information Technology and related activities alongside its existing business activities.
Consequently, the name of the Company has been changed from Ashok Alco-Chem Limited to
Aeonx Digital Technology Limited effective from 29 December, 2023. Furthermore, BSE Ltd.
approved the application for the change of name on 19 March, 2024, and accordingly, a new
script ID AEONXDIGI has been provided for the BOLT Plus System.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of your Company, Mr. Manan Shah (DIN : 06378095),
retires by rotation at the ensuing Annual General Meeting and being eligible has offered
himself for re-appointment.
The details as required under the provisions of the Companies Act and
Listing Regulations are provided in the Notice convening the ensuing Annual General
Meeting.
Appointment/Re-Appointment of Director
The Board of Directors, on the recommendation of Nomination and
Remuneration Committee, at its meeting held on 14 August, 2024, appointed Mr. Viraj Mehta
(DIN: 09226350) as an Additional Director in the capacity of Independent Director for a
term of five consecutive years, subject to the approval of the Shareholders of the
Company.
An ordinary resolution seeking approval of the shareholders for his
appointment as Non-Executive, Independent Director on the Board of Directors of the
Company forms part of Notice convening 32 Annual General Meeting.
The relevant details of Mr. Viraj Mehta as required pursuant to
the provisions of the Companies Act, 2013 and the Listing Regulations are furnished in the
Notice of the 32 Annual General Meeting.
The Board is of the opinion that the Independent Directors appointed
during the year under review are person(s) of integrity and possess core
skills/expertise/competencies (including the proficiency) as identified by the Board of
Directors as required in the context of Company's business(es) and sector(s) for the
Company to function effectively.
Independent Directors
The following Non-Executive Directors are Independent Directors in
terms of the provisions of section 149(6) of the Act read with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as "Listing Regulations").
a) Mr. Manoj Ganatra b) Mr. Shekhaar Shetty c) Mrs. Hina Shah d) Mr.
Ketan Shrimankar e) Mr. Viraj Mehta (Appointed w.e.f 14.08.2024)
The said Independent Directors are not liable to retire by rotation.
The Company has received declarations from all the Independent Directors confirming that:-
l they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent
from the management and there has been no change in the circumstances which may affect
their status as independent director during the year. l they have registered their names
in the Independent Directors' Databank.
Non-Executive Directors
The Non-Executive Directors were not paid any remuneration other than
the sitting fees and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Company.
Key Managerial Personnel (KMP)
In terms of the provisions of Section 2(51) and Section 203 of the
Companies Act, the following are the KMP of the Company:
a) Mr. Deepak Bhardwaj - Chief Executive Officer b) Mr. Jitendra Kumar
Jain - Chief Financial Officer c) Mr. Krupal Upadhyay - Company Secretary & Compliance
Officer d) Mr. Mahendra Rane - Chief Financial Officer Mr. Jitendra Kumar Jain, Chief
Financial Officer of the Company had resigned from his office w.e.f 17 May, 2024, citing
pursuance of better prospects. The Board takes this opportunity to acknowledge his service
and places on record its appreciation for the contribution made by him during his tenure.
Mr. Mahendra Rane appointed as Chief Financial Officer of the Company w.e.f 14 August,
2024.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met four times during the
financial year 2023-24 viz. on 19 May, 2023, 4 August, 2023, 7 th November, 2023, and 13
February, 2024. The details of attendance of respective directors are given in the
Corporate Governance Report. The intervening gap between the two meetings was within the
period prescribed under the Companies Act and Regulation 17 of the Listing Regulations.
BOARD COMMITTEES
As per the applicable provisions of the Act and the Listing
Regulations, the Company has formed the following statutory committees.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee.
Detailed information of all the Committees and relevant information for
the year under review are set out in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of the Act and the Part D of Schedule II of
Listing Regulations, the Company has formed and implemented Nomination and Remuneration
Policy and the same is available on the Company's website at www.aeonx.digital.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme seeks to update the Directors on the
roles, responsibilities, rights and duties under the Act and other statutes.
The Company's familiarization programme for Independent Directors is
posted on the Company's website at www.aeonx.digital.
BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations,
annual performance evaluation of the Board, its Committee and of individual Directors has
been made.
The manner, in which the evaluation has been carried out, forms part of
the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your
Company's Directors, based on the representations received from the management, confirm
that:
a. the applicable Accounting Standards have been followed in the
preparation of the annual accounts along with the proper explanation relating to material
departures, if any;
b. they have selected such accounting policies and applied them
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 at the end of the
financial year and the profit and loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Cautionary Statement
Statements made under this section describing the Company's
projections, estimates and expectations may be "forward-looking statements"
within the meaning of applicable securities laws and regulations. Important factors that
could make a difference to the Company operations include, among others, economic
conditions affecting demand/supply and price conditions in the domestic and overseas
markets in which the Company operates, changes in government regulations, tax laws and
other statutes and incidental factors. The information provided in Economy Outlook and
Industry Scenario Outlook section is based on our internal study, which is not prejudice.
Although the expectations are based on reasonable assumptions, the
actual results might differ.
Economy Outlook
The journey over the past few years has been eventful, starting with
supply-chain disruptions in the aftermath of the pandemic, the Russia-Ukraine war that
triggered a global energy and food crisis, and a considerable surge in inflation, followed
by a globally synchronized monetary policy tightening. The global GDP is estimated to have
grown at 3.2% in CY 2023, lower than 3.5% in CY 2022, led by fears of a hard recession.
Yet, despite many gloomy predictions, the world avoided a recession, the banking system
proved largely resilient and major emerging market economies did not suffer sudden stops.
Economic growth has been stronger than expected in the second half of 2023 in the United
States, and several major emerging market and developing economies. However, the rising
momentum was not felt everywhere, with notably subdued growth in the euro area, reflecting
weak consumer sentiment, the lingering effects of high energy prices, and weakness in
interest-rate-sensitive sectors.
India is now the world's fifth largest economy in terms of nominal GDP
and the third largest in terms of purchasing power parity (PPP). The Second Advance
Estimates of National Income released by the National Statistical Office (NSO) of the
Government of India in February 2024, estimates a GDP growth rate of 7.6% for FY 2023-24
as compared to a growth rate of 7.0% in FY 2022-23. Total consumption, comprising 56% of
GDP, grew by 3.0% in FY 2023-24. Exports grew marginally by 1.5% while imports grew by
10.9%.
India is also firmly on a digital transformation journey. With data
consumption on the rise, cloud adoption accelerating and technology demand soaring higher
than ever before, Indian corporations are investing in massive leaps forward to meet this
demand. It will also drive enterprises to adopt digitally enabled innovative business
models.
Industry Scenario Outlook
Digital Technology Services: The industry landscape for digital
technology services has experienced significant evolution during the fiscal year 2023-24.
The demand for cloud computing, artificial intelligence (AI), and niche product services,
especially in supply chain and expense management, has surged as businesses seek to
enhance operational efficiency and agility.
Cloud Computing: The cloud computing market continues to expand
rapidly, driven by the increasing adoption of cloud solutions across various industries.
Businesses are migrating to cloud platforms to leverage scalability, flexibility, and
cost-effectiveness. Our company is well-positioned to capitalize on this trend by offering
comprehensive cloud services, including cloud migration, infrastructure management, and
cloud-native application development.
Artificial Intelligence (AI): AI technologies are transforming
business operations by enabling automation, predictive analytics, and enhanced
decision-making. Our AI-powered solutions are designed to improve customer experiences,
streamline supply chain processes, and optimize expense management. By integrating AI into
our service offerings, we are helping clients achieve greater efficiency and innovation.
Niche Product Services: Our focus on niche product services in
supply chain and expense management has gained traction as businesses prioritize
specialized solutions to address unique challenges. Our expertise in these areas allows us
to provide tailored solutions that enhance transparency, efficiency, and cost control,
thereby driving value for our clients.
Segment-wise Performance
Segment wise Performance of the Company is provided above and included
in the performance of subsidiaries of the Company.
Opportunities, Threats, Risks and Concerns
Opportunities:
· The growing demand for cloud computing and AI solutions
presents significant opportunities for expanding our service offerings and client base.
· Our strategic focus on niche product services in supply chain
and expense management positions us to address the specific needs of clients in these
critical areas.
· Continuous innovation and investment in emerging technologies
will enable us to stay ahead of industry trends and deliver cutting-edge solutions.
Threats:
· Rapid technological advancements and increased competition in
the digital technology sector pose a threat to market share and profitability.
· Regulatory changes and compliance requirements in different
markets can impact service delivery and operational efficiency.
Risks:
· The dynamic nature of the technology industry necessitates
constant adaptation and innovation. Failure to keep pace with technological advancements
may result in obsolescence.
· Cybersecurity threats and data breaches represent significant
risks, requiring robust security measures and continuous monitoring.
Concerns:
· Talent acquisition and retention in the highly competitive
technology sector remain a concern. Attracting and retaining skilled professionals is
critical to maintaining service quality and innovation.
· Managing operational costs and ensuring profitability,
especially during periods of economic uncertainty, is essential for sustained growth.
Financial Performance
Financial performance achieved by your Company, during the year under
review, is as disclosed in this Report under the head "Financial Results" and
"Overview of the Financial Performance".
Internal Control Systems and Adequacy
Your Company has a well-placed, suitable and adequate internal control
system, commensurate with the size, scale and complexity of its operations.
The Company is committed to good corporate governance practices and
facilitates timely detection of any irregularities and early remedial steps against
factors such as loss from unauthorized use and disposition. Company policies, guidelines
and procedures provide for adequate checks and balances which are meant to ensure that all
transactions are authorized, recorded and reported correctly. The internal controls are
continuously assessed and improved/modified to meet changes in business conditions,
statutory and accounting requirements.
On the recommendation of the Audit Committee, the Company appointed M/s
N. P. Patwa & Co. as the Internal Auditors of the Company for the financial year
2024-2025. Observations made in internal audit reports on business processes, systems,
procedures and internal controls and implementation status of recommended remedial
measures by the Internal Auditors, are presented quarterly to the Audit Committee.
The Company's internal control system is designed to ensure management
efficiency, measurability and verifiability, reliability of accounting and management
information, compliance with all applicable laws and regulations, and the protection of
the Company's assets. This is to timely identify and manage the Company's operational,
compliance-related, economic and financial risks.
Human Resource and Industrial Relations
As on 31 March, 2024, the Company had a total head count of 11. The
Directors wish to place on record their appreciation for the contributions made by the
employees to the Company during the year under review at all levels.
Details of Significant Changes in Key Financial Ratios:
Particulars |
FY 23-24 |
FY 22-23 |
Debtors Turnover Ratio (Number of Days)* (Avg Debtors/Sale ) |
362 |
335 |
Interest Coverage Ratio* (EBIT/Interest ) |
- |
- |
Current Ratio (CA/CL) |
6.81 |
3.45 |
Operating Profit Margin (in %)* (EBIT )/net revenue |
19.73 |
18.56 |
Net Profit Margin (in %)* Net Profit/ net revenue |
15% |
14% |
Return on Capital Employed ( in % )* EBIT/Capital Employed |
6% |
6% |
* Change in ratios is due to decrease in profitability and volume as
compared to previous years.
PARTICULARS OF EMPLOYEES
Information as per section 197 of the Act read with the Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time, forms part of this report as "Annexure A".
Further, none of the employees of the Company were in receipt of
remuneration in excess of the limits as set out under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time
to time.
AUDITORS
Statutory Auditors and Auditors Report
The Board, on the recommendation of the Audit Committee and subject to
the approval of the shareholders, approved appointment of M/s R. A. Kuvadia & Co.,
(Firm Registration Number: 105487W) as the Statutory Auditors of the Company for a period
of 5 (five) years from the conclusion of the 30 AGM till the conclusion of the 35 AGM to
be held in the year 2027 at such remuneration, as may be mutually agreed between the Board
of Directors of the Company and the Auditors.
The Audit Report for FY 2023-24 contains no qualifications,
reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit
Report. The Notes to the financial statements referred in the Auditors Report are self
explanatory and therefore do not call for any comments under Section 134 of the Companies
Act, 2013. The Auditors' Report is enclosed with the financial statements in the Annual
Report.
Cost Auditors and Cost Audit Report
The provision of the Section 148 read with Rule 4(2) of the Companies
(Cost Records and Audit) Rules, 2014, inter alia, states that the Company shall get
its cost records audited if the overall annual turnover of the company from all its
products and services during the immediately preceding financial year exceeds Rs. 100
Crores.
Since the Company's overall annual turnover, during the immediately
preceding financial year, does not exceeds Rs. 100 Crores, it is not required to appoint
the Cost Auditors.
Secretarial Auditors and Secretarial Audit Report
M/s. Jay Mehta & Associates, Company Secretaries were re-appointed
as secretarial auditors to conduct the secretarial audit of the Company, for the financial
year 2023-24.
The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure
B".
The Secretarial Audit Report for the financial year 2023-24, contains
no observations/qualifications.
Secretarial Audit Report of Material Subsidiaries
M/s. Jay Mehta & Associates, Company Secretaries were re-appointed
as secretarial auditors to conduct the secretarial audit of Aeonx Digital Solution Private
Limited (Material Subsidiary) for the Financial Year 2023-24.
The Secretarial Audit Report of Aeonx Digital Solutions Private Limited
in Form MR-3 is annexed to this report as "Annexure C".
Internal Auditors and Internal Audit Report
M/s. N.P. Patwa & Co, Chartered Accountants, were re-appointed as
an Internal Auditors of the Company for the Financial Year 2023-24. The Audit Committee
reviews the findings made by the Internal Auditors in their Report on quarterly basis and
makes necessary recommendations to the management.
REPORTING OF FRAUDS
During the year under review, the Statutory Auditors have not reported
any instances of frauds committed in the Company by its Officers or Employees, to the
Audit Committee / Central Government under Section 143(12) of the Act, read with Rule 13
of the
Companies (Audit and Auditors) Rules, 2014.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the provisions of Section 177(9) of the Act read
with Regulation 22 of Listing Regulations, the Company has formulated and adopted vigil
mechanism / Whistle Blower policy to enable the Directors and employees to report about
unethical behavior and instances of fraud or mismanagement, if any. The mechanism provides
for adequate safeguards against victimization of employees and Directors to avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.
The policy can be accessed at the website of the Company at
www.aeonx.digital.
During the year under review, no compliant has been received under the
Whistle Blower Policy (Vigil Mechanism).
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards on
Meetings of the Board of Directors (SS 1) and General Meetings (SS 2) read with the
relevant provisions of the Companies Act, 2013 and Circulars / Notification issued by the
Ministry of Corporate Affairs in this regard.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 forms part of the notes to the financial statements
provided in this annual report.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions for
the purpose of identification and monitoring of such transactions. The said policy on
Related Party Transactions as approved by the Board is uploaded on the Company's website
at www.aeonx.digital.
During the year under review, the Company has entered into a
transaction with related party which is not materially significant and does not have a
potential conflict with the interest of the Company at large. The disclosure in the
requisite Form AOC-2 is annexed with this report providing details of related party
transactions entered at arm's length basis. However, the details relating to Related Party
Transaction is provided in the Note No. 31 of Standalone Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The net worth and turnover for FY 2023-24 is under the criteria
provided under Section 135 of the companies act, 2013. Hence the provisions of Section 135
pertaining to Corporate Social Responsibility were not applicable to the Company for the
FY 2023-24. As a result, during the year under review, the Company was not obliged to
spend any amount towards / was not required to undertake any CSR activity and hence the
annual report on CSR is not furnished with this report.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner. In line with
corporate best practices, the Company assesses the risks in the internal and external
environment which will monitor, evaluate and execute all mitigation actions in this
regards and takes all measures necessary to effectively deal with incidences of risk.
Adequate risk management framework capable of addressing the risks is in place.
ANNUAL RETURN
In accordance with the provisions of section 92(3) of the Act, the copy
of Annual Return of the Company is available on its website http://www.aeonx.digital.
CORPORATE GOVERNANCE
Your Company observes high standards of corporate governance in all
areas of its functioning with strong emphasis on transparency, integrity and
accountability. As required under the Listing Regulations, a detailed report on corporate
governance along with the auditors' certificate thereon forms part of this report as "Annexure
D".
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE
DATE OF THE REPORT
There have been no material changes and commitments which have occurred
between the end of financial year till the date of this report affecting the financial
position of the Company.
PUBLIC DEPOSITS
The Company has not accepted any deposit, within the meaning of Section
73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during
the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant and material order passed by any regulators,
courts or tribunals during the FY 2023-24.
DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have Demat Suspense Account / Unclaimed Suspense
Account. Accordingly, the disclosure required to be made as per Schedule V (F) of Listing
Regulations is not applicable.
TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT
A) Transfer of shares
In accordance with the second proviso to sub-rule (1) to Rule 6 of the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended from time to time, read with the explanation to Rule 6(1) inserted
vide the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Second Amendment Rules, 2019 effective from 20th August 2019, the Company was
required to transfer the shares, in respect of which dividend has been transferred to
Investor Education and Protection Fund on or before the 7th September 2016, in the name of
Investor Education and Protection Fund.
In terms of the above provisions, the Company transferred the shares in
respect of which dividend has been transferred to
Investor Education and Protection Fund on or before the 7th September
2016.
The details of the concerned Members including their folio number or DP
ID - Client ID and the number of shares, transferred
to the Demat Account of IEPF are available on the Company's website at
www.aeonx.digital.
B) Claim from IEPF Authority
Members or their legal heir, as the case may be, can claim the
unclaimed dividend amount and / or shares transferred to IEPF by making an online
application to the IEPF Authority through Form IEPF-5 available on the website of the
Authority www.iepf.gov.in and in the manner specified under IEPF Rules.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in
place a Policy on Prevention of Sexual Harassment at Workplace, which provides for
protection against sexual harassment of women employees at workplace and for prevention
and redressal of such complaints.
The Company has constituted Internal Complaints Committee (ICC) and has
5 members in the ICC.
Disclosure for complaints received / disposed of by ICC for FY 2023-24:
a. number of complaints filed during the financial year : Nil b. number
of complaints disposed of during the financial year : Nil c. number of complaints pending
as on end of the financial year : Nil
PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCY AND BANKRUPTCY
CODE, 2016
There is no application made or proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year against the Company as at the end
of the financial year.
DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION
There is no one time settlement with the Banks or Financial
Institutions for the FY 2023-2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO -
Conservation of energy:
(i) The steps taken or impact on conservation of energy - Nil
(ii) The steps taken by the Company for utilizing alternate sources of
energy - Nil (iii) The capital investment on energy conservation equipment Nil Technology
absorption: Nil
(iv) The expenditure incurred on Research and Development NIL
Foreign exchange earnings and outgo
(Amount in Rs. )
Particulars |
2023-24 |
2022-2023 |
i. Foreign Exchange used |
4,32,84,617 |
6,13,93,307 |
ii. Foreign Exchange earned |
NIL |
NIL |
ACKNOWLEDGMENT
The Board take this opportunity to express and place on record their
appreciation for the continued support, cooperation, trust and assistance extended by
shareholders, employees, customers, principals, vendors, agents, bankers, financial
institutions, suppliers, distributors and other stakeholders of the Company.
For and on behalf of the Board
|
Sd/- |
Sd/- |
Place: Mumbai |
Manan Shah |
Manoj Ganatra |
Date: 16.08.2024 |
Director |
Director |
|
(DIN:06378095) |
(DIN: 00568914) |