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Aeonx Digital Technology Ltd

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BSE Code : 524594 | NSE Symbol : ASHOKALCO | ISIN : INE994D01010 | Industry : IT - Software |


Directors Reports

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)

   


Capital Market Publishers India Pvt. Ltd

401, Swastik Chambers, Sion Trombay Road, Chembur, Mumbai - 400 071, India.

Formed in 1986, Capital Market Publishers India Pvt Ltd pioneered corporate databases and stock market magazine in India. Today Capitaline corporate database cover more than 35,000 listed and unlisted Indian companies. Latest technologies and standards are constantly being adopted to keep the database user-friendly, comprehensive and up-to-date.

Over the years the scope of the databases has enlarged to cover economy, sectors, mutual funds, commodities and news. Many innovative online and offline applications of these databases have been developed to meet various common as well as customized requirements.

While all the leading institutional investors use Capitaline databases, Capital Market magazine gives access to the databases to individual investors through Corporate Scoreboard. Besides stock market and company-related articles, the magazine’s independent and insightful coverage includes mutual funds, taxation, commodities and personal finance.

The power of the database is harnessed by our fired-up reporters to generate interesting ideas. The reader-friendly presentation of the idea, supplemented by relevant data and information, can be accessed online through Capita Telefolio and Telefolio Gold. These ideas are used by individual investors as well as institutional investors to do further research and stay ahead.

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