Dear Members,
The Directors of Aurionpro Solutions Limited ("your company"
or "the Company" or Aurionpro) are pleased to present this Twenty Seventh Annual
Report of the Company, together with its Audited Financial statements for the year ended
31st March, 2024 ("financial year").
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The highlights of the Consolidated and Standalone Financial Statements
are detailed hereunder.
The Company's financial performance for the financial year ended
31 st March, 2024 as compared to the previous financial year ended 31st March,
2023 is summarized below:
Particulars |
Consolidated |
Standalone |
|
31-03-2024 |
31-03-2023 |
31-03-2024 |
31-03-2023 |
Revenue from operations |
88,747.15 |
65,933.16 |
58,249.48 |
42,010.08 |
Profit before Share of Profit of Associates, |
16,877.52 |
12,275.68 |
5,131.79 |
4,957.35 |
Exceptional Items and Tax |
|
|
|
|
Profit Before Tax |
16,877.52 |
12,232.20 |
5,131.79 |
4,957.35 |
Income Tax Expense: |
|
|
|
|
Current Tax |
2,285.76 |
2269.66 |
1,288.31 |
1,033.29 |
Deferred tax charge/ (credit) |
299.09 |
(226.03) |
(46.43) |
62.89 |
Profit After Tax |
14,292.67 |
10,188.57 |
3,889.91 |
3,861.17 |
Earnings Per Equity Share |
|
|
|
|
Basic (In `) |
60.48 |
42.69 |
16.69 |
16.93 |
Diluted (In `) |
58.26 |
42.69 |
16.08 |
16.93 |
Key Highlights of the Consolidated Performance of the Company
Strong performance with accelerated growth momentum across
businesses
Consolidated Revenue: ` 88,747.15 lakhs (grew 35% year on
year)
EBITDA & PAT for FY24 was higher by 33% & 40%
respectively on a YoY basis
Basic EPS for Q4 FY24 stood at ` 60.48 and for FY23 it stood at
` 42.69, which was an increase of 42% on a YoY basis
2. MATERIAL CHANGES & COMMITMENTS
There were no material changes or commitments affecting the financial
position of the Company between the end of the financial financial year
company's nature of business during the 2023-24.
3. DIVIDEND AND RESERVES/ RETURN OF SURPLUS FUNDS TO
SHAREHOLDERS
The profit after tax based on standalone financials statement for the
year ended 31st March, 2024, was ` 3,889.91 lakhs and the same was transferred
to the Retained Earnings.
The Board of Directors of your company is pleased to recommend a
dividend of ` 2.5 per equity share of the face value of ` 10 each (@25%), payable to those
shareholders whose name appear in the Register of Members as on the Book Closure/ Record
Date.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is uploaded on the Company's
website. The web link of the Dividend Distribution Policy is https://www.
aurionpro.com/wp-content/uploads/2024/06/Dividend_ year and this date of the report. There
was no change
Distribution_Policy.pdf
4. STATE OF COMPANY'S AFFAIRS
For the third consecutive year, our business has achieved over 30%
growth a remarkable milestone that reflects the dedication and resilience of our team, as
well as the increasing effectiveness of our strategic game plan. This sustained growth has
been driven by a secular upswing across the majority of our operations, highlighting the
strength and diversity of traction was witnessed across ourportfolio.Thesignificant our
offerings in the banking and fintech successfully transitioned from rebuilding our
portfolio, we are now moving aggressively to capitalize on the strong demand for our
solutions. The notable growth in this segment is a direct outcome of our strategic
investments in developing new products, expanding sales channels, and forging key
partnerships within the broader ecosystem. Aurionpro
Payments, our subsidiary has received final authorization from the
Reserve Bank of India (RBI) to conduct online payment aggregator business. This approval
will greatly enhance our capabilities and strengthen the business economics in our
targeted payment segments.
The growth in the TIG segment remains robust, with the Transit Payment
division showing particularly promising trends. Our strategic partnerships are expected to
significantly order book and pipeline, further validating the uniqueness and success of
our partnership strategy.
Alongside our organic growth initiatives, we have strategically pursued
key acquisitions to enhance our offerings and address specific gaps in our strategic
blueprint. Our recent acquisition in the AI space enables us to integrate Aurionpro's
industry-leading enterprise software with one of the most mature
Enterprise AI platforms designed specifically for banks and insurers.
This strategic move positions us to play a pivotal role in driving AI adoption within the
global banking and insurance sectors, both directly and through our ecosystem
partnerships.
We successfully raised additional capital, and it was especially
gratifying to welcome prominent global and Indian institutions to join us in our mission
to build a global products and platforms leader rooted in India. We anticipate maintaining
our growth momentum in FY25, with plans to achieve robust revenue growth while sustaining
EBITDA and PAT margins at comparable levels.
5. SHARE CAPITAL
In Last one year, the following changes made in share Capital of
Company:
1. Preferential Issue:
In June 2023, the Board of Directors approved the issuance of
300,000 equity shares and 500,000 convertible warrants at a price of ` 880 per share
through a preferential issue to Malabar Midcap Fund and Malabar India Fund Ltd. The
allotment of said Equity Share and Warrants were completed on 28th July, 2023
wherein the trading approval for equity shares were received on September 20,2023. The
warrants for which allotment was completed on 28th July, 2023 were approved for
conversion into Equity Shares on 25th October, 2023 for which trading approval
was received on 15th December, 2023.
In October, 2023, the Board of Directors approved the issuance
of 2,15,000 Equity shares at price of ` 1,250 per share through a preferential issue to
Abhijit Mittra. These were allotted on 22nd November, 2023, and received
listing and trading approval on 03rd January, 2024.
In February, 2024, the board of directors approved the issuance
of 9,02,935 equity shares at price of ` 2,215 per share through preferential issue to the
identified persons. These were allotted on 28th March, 2024, and received
listing and trading approval on 19th April, 2024.
2. Qualified Institutional Placement:
In April 2024, the board of directors approved thebolster the
initiation of a Qualified Institutional Placement (QIP). Following the receipt of
subscription funds from Qualified Institutional Buyers, the company allotted 18,88,665
equity shares at a price of ` 2,000 per share on 8th April, 2024.
Subsequently, the company received listing and trading approval on 19th April,
2024.
3. Bonus:
In May, 2024, the Board of directors approved the issuance of Bonus
shares in the ratio of 1:1 shares to the existing shareholders of the Company, post
obtaining shareholders' approval in the Extra General Meeting held on 14th
June, 2024. The Company had fixed the record date on 27th June, 2024.
On 28th June, 2024, the Company had allotted total
2,76,06,765 Bonus shares to the shareholders and received listing and trading approval
from Stock Exchanges on 12th July, 2024.
4. Employee Stock Purchase Scheme 2022
Further, the Company had launched the Employee Stock Purchase
Scheme 2022 (ASL ESPS 2022) and established the Aurionpro Solutions Limited-
Employee Benefit Trust (ASL ESPS Trust). The company had allocated
10,00,000 equity shares to the ASL ESPS Trust to manage the ESPS Scheme and hold shares on
behalf of employees.
Subsequently, the first tranche of equity shares were transferred from
the ASL ESPS Trust to these eligible employees during the quarter ended June 2024 pursuant
to vesting schedule of the Scheme
Monitory Agency Report/Utilization of Issue Proceeds
Pursuant to regulations 162A of Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, the Company had appointed
CRISIL Ratings Limited as Monitoring Agency for issuance of Monitoring Agency Report on
utilization of proceeds raised through
Preferential issue and Qualified Institutional Placement and the same
place was placed before Audit committee for their review and was approved by the Board of
Directors in every quarter and was published on Stock exchanges.
Monitoring Agency Report is also uploaded on the Company's website
at www.aurionpro.com.
6. SUBSIDIARIES/ JOINT VENTURES
As on 31st March, 2024, the Company had 08 (Eight) Indian
Subsidiaries and 23 (Twenty-Three) Foreign Subsidiaries (including step down
Subsidiaries).
The provisions of Regulations 24 and 24A of SEBI Listing Regulations,
with reference to Subsidiaries were duly complied with, to the extent applicable.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("the Act"), a statement containing the salient features of financial statements
of the Company's subsidiaries in Form No. AOC-1 is attached as Annexure 4.
In Last one year, the major changes with respect to the Subsidiaries
and Associate(s) of the Company were as under:
During the second quarter, the Company acquired Interactive
Communication Business (Interact DX) from Trejhara Solutions Limited (Trejhara) at all
cash composite consideration of not exceeding ` 140 crores post obtaining
shareholders' approval and execution of the Business Transfer Agreement (BTA).
The Company had completed the acquisition of business consisting of
comprehensive loan management system
("Omnifin") from A S Software Services Private Limited
(AS Software). This acquisition was approved by the Board of Directors
at their meeting on 11th October, 2023, for an all-cash consideration of `
81.87 Crores.
The Company has acquired majority stake (67.35%) in Arya.ai
operated under legal entity Lithasa Technologies Private Ltd through the acquisition of
secondary shares, held by the existing shareholders and the subscription of new equity
capital in the company in all cash deal. The aggregate transaction Price is ` 135.20
Crores.
The Company's subsidiary Aurionpro Payment Solutions Pvt Ltd.
(Aurionpro Payments) received the
Bank of India (RBI) on 12th June, 2024 to operate as an
Online Payment Aggregator under the Payment and Settlement Act, 2007.
7. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Act, the
Annual Return in Form MGT-7 of the Company for the financial year
2023-24 will be available on the Company's website at www.aurionpro.com
8. CORPORATE GOVERNANCE
The Report on corporate governance as per the requirements of
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the LODR"), forms part of this
Annual Report. Further, from M/s. Milind Nirkhe & Associates, therequisitecertificate
Practicing Company Secretaries, confirming the compliance with the
conditions of corporate governance has been included in the said Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Management Discussion and Analysis for the year under review, as
required under Regulation 34 (2) (e) of the LODR has been covered in a separate section
forming part of this Annual Report.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes that the Corporate social responsibility is
more than just a commitment to contribute to sustainable economic development of local
community and society at large, but rather an unsaid commitment to take ahead the society
with us to improve their lives in ways that are good for business and for development.
The Corporate Social Responsibility("CSR") Activities are
governed and managed through the Corporate Social Responsibility Policy ("CSR
Policy") approved by the Board. The CSR Committee of the board oversees the
implementation of CSR Projects in line with CSR Policy. The CSR Policy of the Company is
available on the website of the Company at www. aurionpro.com
The Company has a Board-level CSR Committee which recommends the budget
for funding various charitable activities and contributions to be made to various
initiatives. During FY 2023-24, our total CSR expenditure amounted to ` 68.22
lakhs. In accordance with the provisions of Section 135 of Companies act 2013, we have
adopted a CSR Policy outlining various CSR activities to be undertaken. The policy strives
for contribution towards sustainable economic development that positively impacts the
society at large through strategic CSR application, to build a sustainable and profitable
future for all.
Our CSR Policy is available on the website at www.aurionpro. com.
At Aurionpro, we would promote various charitable and social
initiatives by way of donations to the charitable organizations as well as by supporting
various social programs undertaken by the NGOs. However, in order to undertake, promote
and fund various social initiatives in an organised manner, we have formed Aurionpro
Foundation, a section 8 Company under the Companies Act, 2013. Aurionpro Foundation
selects projects under Aurocare' forum which are funded by the Foundation and
executed directly or through selected NGOs.
Some of the projects which are being supported through Aurocare are as
under:
a) Support for Performing 200 Free Cataract Surgeries & Procuring
Medical Equipment for Indigent Rural People in Bihar (Through Yugrishi Shriram Sharma
Acharya Charitable Trust).
Project Overview
This project aims to provide free cataract surgeries and essential
medical equipment to indigent rural population in Bihar. By addressing the critical issue
of cataract-induced blindness, we aim to improve the quality of life and economic
productivity of the affected individuals.
Objectives
Perform 200 Free Cataract Surgeries: To restore vision and improve
the quality of life for 200 individuals suffering from cataracts.
Procure Medical Equipment
To equip local healthcare facilities with necessary medical tools
and equipment to ensure sustainable healthcare services.
Target Beneficiaries
Indigent rural population in Bihar, with a focus on elderly
individuals and those with limited access to healthcare services.
b) Construction of Toilets for School Children at Vaitarana, Igatpuri,
Nasik District, Maharashtra. (Through Fandry Foundation).
Project Overview
This project aims to construct hygienic and safe toilet facilities for
school children in Vaitarana, a remote village near Igatpuri in Nasik District,
Maharashtra. By providing these essential facilities, we aim to improve the health,
hygiene, and overall well-being of the students, thereby enhancing their educational
experience.
Objectives
Construct Safe and Hygienic Toilets: To build modern, clean, and
gender-segregated toilet facilities for school children.
Promote Hygiene Education: To educate students about the importance of
hygiene and proper sanitation practices.
Target Beneficiaries
School children in Vaitarana village, with a focus on ensuring
gender equality and inclusivity.
Additionally, it includes an educational support initiative where some
of our employees taught English and Maths to the students through a virtual setup,
enhancing their learning experience. For this purpose, Aurocare has made available the TV
screen and internet connection to the school through which the volunteers of Aurocare can
connect with the students.
c) The company has generously donated its CSR fund to the Rotary Club
of Powai Charitable Trust and the Malad Kandivli Education Society. This contribution is
set to benefit the community in numerous ways, supporting vital initiatives and
educational programs.
Such donations is help to:
Enhance educational facilities: Providing better resources and
infrastructure for students.
Support community projects: Funding various local initiatives aimed at
improving the quality of life.
Promote health and wellness: Offering medical camps, health awareness
programs, and more.
It's inspiring to see the company taking active steps to give back
to the community and make a positive impact.
The aforesaid projects were undertaken in partnership with the other
registered NGOs, some are affiliated to Rotary Club of India and with Fandry Foundation.
While at Aurionpro Foundation, we have to build capacities to conduct impact assessment of
the various initiatives in house. Presently, we are working with the partner NGOs and they
provide to us the detailed report on the status and impact of various initiatives.
The disclosures, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure
1".
11. INTERNAL CONTROL SYSTEM & THEIR ADEQACY
The Company has an internal control system which commensurate with the
size, scale and nature of its operations.
The Internal Audit Team monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls maintained by the
Company, work performed by the various auditors and external consultant(s), including
audit of internal financial controls over financial reporting by the statutory auditors
and the reviews performed by the Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during FY 2023-24.
In terms of the provisions of Section 134(3)(c) of the Act, the Board
the Directors, to the best of their knowledge and ability, confirms that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; ii. 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 31st March, 2024 and of the profit and loss of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; iv.
they have prepared the annual accounts on a going concern basis; v. 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; vi. they have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
13. DIRECTOR'S/KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2024, the Company has eight Directors
comprising of Two Executive Directors and Six Non-Executive Directors, out of which four
are Independent Directors including a woman director.
Appointment
Mr. Ashish Rai was elevated as the ChiefExecutiveOfficer of the company
with effect from 25th October, 2023.
Re-appointment on account of retirement by rotation
In terms of Section 152 (6) of the Companies Act, 2013 and as per
Article 34 (l) of the Articles of Association of the Company, one third of the Directors
other than Independent Directors are liable to retire by rotation at the Annual General
Meeting of the Company. Mr. Ajay Sarupria, Non-Executive Non Independent Director, (DIN:
00233245), is liable to retire by rotation and offers himself for re-appointment.
The information as required to be disclosed under regulation 36 of the
LODR and briefprofileof director in case of re-appointment of director is incorporated in
explanatory statement of AGM Notice forming part of the Annual Report.
Independent Directors
Continuation of Dr. Mahendra Singh Mehta, Independent Director post
attaining the age of 75 years.
Asperregulation17(1A)ofSEBI(ListingObligations and Disclosure
Requirements) Regulations 2015,
No listed entity shall appoint a person or continue the directorship of
any person as a non-executive director who has attained the age of seventy five years
unless a special resolution is passed in General meeting.
Dr. Mahendra Mehta, Non-Executive & Independent director of the
company who was re-appointed as Independent director of the company on 30th
September, 2019 and attained the age of 75 on 18th May, 2024 during his second
tenure as an Non-executive Director & Independent Director which will expire on 29th
September, 2024, Therefore, in compliance with regulation of SEBI (LODR) as mentioned
above the board of Directors of company has approved the continuation of Dr. Mehta as
Independent Director on 5th February, 2024 and same approved by shareholders of
the company by sending notice through postal ballot and passed the resolutions on 12th
May, 2024.
Proposed re-appointment of Ms. Sudha Bhushan (DIN: 01749008) as an
Independent Director of the Company, not liable to retire by rotation, to hold office for
5 (Five) consecutive years i. term up to 19th September, 2029.
The Nomination and Remuneration committee ("NRC") of the
Board of Directors at its meeting held on 24th July, 2024 recommended the
re-appointment of Ms. Sudha Bhushan (DIN:
01749008) after completion of her first
19th September, 2024. The NRC evaluated the balance of
Skills, Knowledge, and experience on the board and recommended that Ms. Sudha Bhushan
shall be reappointed as an independent Director for a future term of 5 (Five) years from
20th September, 2024 to 19th September, 2029, at the ensuing AGM.The
Board has considered and approved her re-appointment in the Board meeting held on 24th
July, 2024,subject to the approval of the shareholders, further details will form part of
the 27th AGM notice.
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as independent directors of the Company.
None of the directors of the Company is disqualified under the
provisions of the Act or under the LODR. All Independent Directors have provided
confirmations as contemplated under section 149(7) of the Act.
Key Managerial Personnel Pursuant to the provisions of
Section 203 of the Act as on the date of this Report, the Key Managerial Personnel of the
Company comprised of Mr. Paresh Zaveri, Chairman and Managing Director, Mr. Ashish Rai,
Vice Chairman & Chief Executive Officer, Mr. Vipul Parmar, Chief
Financial Officer and Mr. Ninad
Kelkar, Company Secretary.
14. PERFORMANCE EVALUATION
The Company's policy relating to the appointment and remuneration
of Directors, KMPs and other employees including criteria for determining
qualifications,positive attributes and independence of Directors are covered under the
Corporate Governance Report which forms part of this Annual Report.
The performance of the board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, etc. The performance of the committees was
evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
The Board has formulated the Nomination and Remuneration Policy for
selection and appointment of Directors, senior management personnel and their
remunerations. This policy is available at the Company's website www.aurionpro.com
15. MEETINGS
During the year, the Board met nine times. For details of meetings of
the Board, please refer to the Corporate Governance Report, which is part of this report.
16. COMMITTEES
As on the date of this report, the Board has following committees
i) Audit Committee;
ii) Nomination and Remuneration/Compensation Committee;
iii) Stakeholder Relationship/Investor Grievance and Share Transfer
Committee; iv) Corporate Social Responsibility Committee; and
v) Risk Management Committee
The detailed information in relation to these committees, including
composition and the terms of reference and other details are provided in Corporate
Governance Report.
17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
According to the provisions of Section 125 and other applicable
provisions of Companies Act, 2013 (hereinafter "the Act"), dividend that remains
unpaid/ unclaimed for a period of seven years, are to be transferred to the account
administered by the Central Government viz: Investor Education and Protection Fund
("IEPF").
During last year under the report, Company has transferred the
unclaimed and unpaid dividend of ` 234,444 to the IEPF Authority. Further 953 shares on
which the dividend was unclaimed and unpaid for seven consecutive years have been
transferred as per the requirement of the IEPF Rules.
The details are provided in the shareholders communication section of
the Annual Report and are also available on the Website: www.aurionpro.com.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established the necessary vigil mechanism and has put
in place a Whistle Blower policy' in order to enable the employees and
Directors of the Company to report their concerns about the management, operations and
other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers
are provided an access to the Audit Committee to lodge their concerns. This policy is
available on the website of the Company at www.aurionpro.com
19. RISK MANAGEMENT POLICY
The Company has formulated a comprehensive Risk Management Policy to
identify, assess and mitigate various risks associated with the Company. The detailed
section on business risks and opportunities forms part of Management Discussion and
Analysis Report, which forms part of the
Annual Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE ACT
The details of loans, guarantees and investments, covered under the
provisions of Section 186 of the Act, are given under the note no. 40 to the standalone
financial statements forming part of this annual report.
21. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of business.
During the financial year, the
Company has entered into material related party transaction with
Trejhara Solutions Limited ("Seller") as there are common promoters in
Companies, post obtaining shareholders' approval in the last Annual General Meeting
held on 29th September, 2023 in accordance with the policy of the Company as to
related party transactions. The details of all related party transactions are placed
before the Audit Committee for approval. The policy as to Related Party Transactions, as
approved by the Board, is available on the Company's website at www.aurionpro.com
The details of transactions entered into with the related parties are
disclosed in the note No. 48 to the standalone financial statements forming part of this
Annual Report.
22. PUBLIC DEPOSITS
During the year, the Company has neither invited nor accepted any
public deposits.
23. AUDITORS AND THEIR REPORTING
M/s. C K S P & Co. LLP, Chartered Accountants (Firm Registration
No. 131228W/W100044) was appointed as Statutory Auditors of the Company for a period of
Five years at the Twenty Sixth Annual General Meeting ("AGM") held on 29th
September, 2023 to hold office till the conclusion of Thirty First AGM.
Further, in terms of the Regulation 33(1)(d) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations'), the Statutory Auditors of your Company are subjected to the Peer
Review Process of the Institute of Chartered Accountants of India (ICAI). M/S. CKSP
& Co., LLP, Chartered Accountants have confirmed that they issued
by the Peer Review Board' of hold avalidcertificate ICAI and have provided certificateto
your copyofthesaid
Company for reference and records.
The Statutory Auditors of the Company has stated in their report that,
during the course of Audit no fraud on or by the Company has been noticed or reported.
24. SECRETARIAL AUDIT
Pursuant to the requirements of Section 204(1) of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Milind Nirkhe & Associates, Company Secretary in
Practice to conduct the Secretarial Audit for the financial year under the review. The
Auditor in Form MR-3 is annexed herewith as "Annexure 2".
The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks.
25. HUMAN RESORUCE
The Company has always desired to be an organization and a workplace
which attracts, retains and provides a canvas for talent to operate. The Company believes
on the value that the employees are strength and are reason behind its rapid growth and
expansion. They are part of our larger family that cultivates respect and fosters
wellbeing of each other.
The company encourages the inclusive growth by having the highly
motivated and performance led workforce being a valued partner to the communities and
responding to customer needs ensures the success of our business.
Enabling Human Talent
We believe in caring, understanding and supporting the needs of our
employees. We focus on employee benefits and salaries, which helps enhance employees'
sense of identity and allows them to feel more engaged with the company. Your company has
been certified as Great Place to Work Certification in India.
Diversity and Inclusion
At Aurionpro, we have established a corporate culture of diversity and
inclusion. We ensure that no individual is treated differently or discriminated based on
gender, race, socioeconomic status, religion, physical and mental disability, or other
reasons. We also recognize the importance of gender friendly mechanisms and have adopted
measures to create an inclusive workplace. There is healthy representation of women at
leadership level.
Employee Attraction and Retention
Our people are our most valued asset. In order to ensure that we are
positioned to execute and consistently achieve our strategic, business objectives, we
focus on acquiring the right talents, engaging and retaining our employees with on-going
initiatives and activities to create a positive and productive work culture. We have
established a Performance Management System to provide employees with a fair and
reasonable performance review, development, and improvement system.
Employee Training and Development
The Company continues to invest significantly in the training of our
workforce on a continuous basis. These trainings can provide learning opportunities to
employees and can help employees upskill, stay up to date on latest advancements and
become more effective in their roles. We believe that the personal growth of the employees
would elevate our organizational performance and help in achieving long-term business
growth and sustainability for our organization. of theSecretarial
Employee Health and Well-being
We adopt a holistic approach to workplace wellness encompassing the
physical, social and psychological wellbeing of our employees. Our workplace wellness
plans are supported by activities that encourage employee well-being and team bonding,
employee-led committees that organise a range of recreational and wellness activities, and
voluntary free annual health screenings for all employees.
26. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In accordance with Regulation 34(2)(f) of the Listing Regulations,
Business Responsibility and Sustainability Report ("BRSR") covering disclosures
in the prescribed format for FY 2023-24 forming part of this report, is provided elsewhere
in the Annual Report.
27. PARTICLUARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with the
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules is
provided in a separate annexure forming part of this Report. Having regard to the
provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the Members of the Company. In terms of Section
136, the said annexure is open for inspection. Any Member interested in obtaining a copy
of the same may write to the Company Secretary.
The disclosures pertaining to the remuneration and other details as
required under section 197(12) of the Act read with Rule 5(1) of the of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in
the Annual Report as "Annexure 3".
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In terms of section 134(3)(m) of the Act, read with rule 8 of the
Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the
required additional information:
Conservation of Energy:
Although the operations of the Company are not energy intensive, the
management is highly conscious of the criticality of the conservation of energy at all
operational levels. The requirement of disclosure of particulars with respect to
conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are
not provided.
Technology Absorption:
The Company continues to adopt latest technologies and innovations for
improving the productivity and quality of its products and service offerings. The Company
is also partnering with major technology providers in global markets.
Foreign Exchange Earnings and Outgo:
The details of foreign exchange earned and spent by the Company during
the year are given below:
Foreign Exchange Earnings and Outgo:
Particulars |
FY 2023-24 |
FY 2022-23 |
a) Foreign Exchange Earnings |
6,846.18 |
6,093.14 |
b) Foreign Exchange Outgo |
350.81 |
412.71 |
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place the necessary policy which is in line with the
requirements under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been
set up to redress complaints if any, received regarding sexual harassment. The Company has
complied with the provisions relating to the constitution of Internal Complaints
Committee(ICC) under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year under review, the Company has not
received any complaints under the policy.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS and
material Therearenosignificant orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
31. COST RECORDS
The Company is not required to maintain cost records specified by
Central Government under section 148(1) of the Act.
32. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review, the
Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2,
relating to Meetings of the Board of Directors' and General
Meetings' respectively
(including any modifications or amendments thereto) issued by the
Institute of Company Secretaries of India.
33. DISCLAIMER AND FORWARD-LOOKING STATEMENT
The statements in the Board's Report and the Management Discussion
& Analysis describing the Company's objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the
Company's operations include global and domestic demand and
supply, input costs, availability, changes in government regulations, tax laws, economic
developments within the country and other factors such as litigation and industrial
relations.
34. ACKNOWLEDGEMENTS
The Directors would like to place on record their sincere appreciation
for the continued co-operation, support and assistance provided by all the stakeholders
including
Company's employees, the financial institutions, banks, customers,
vendors, members and other government departments and authorities.
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For and on behalf of the Board of
Directors |
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Sd/- |
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Paresh Zaveri |
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Chairman & Managing Director |
Place : Navi Mumbai |
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Date : 24th July, 2024 |
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Registered Office: |
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Synergia IT Park, Plot No. R-270, |
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T.T.C. Industrial Estate, |
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Near Rabale Police Station, |
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Rabale, Navi Mumbai -400701. |
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