The Board of Directors are pleased to present the Company's Thirtieth Annual Report and the Company's audited financial statements (standalone and consolidated) for the financial year ended March 31,2024.
FINANCIAL PERFORMANCE:
The financial highlights of the Company for the year ended on 31st March, 2024 are summarized as below:
(Rs. In Millions Except Otherwise Stated)
|
Particulars
|
Standalone
|
Consolidated
|
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Revenue from Operations
|
790.08
|
748.60
|
932.76
|
929.61
|
|
Other Income
|
12.33
|
11.35
|
12.46
|
11.35
|
|
Total Expenses
|
752.13
|
711.03
|
934.40
|
911.00
|
|
Operating Profit (PBIDT)
|
50.28
|
48.92
|
10.82
|
29.96
|
|
Interest
|
5.70
|
3.36
|
10.18
|
5.46
|
|
Depreciation & Amortization expense
|
15.95
|
7.47
|
17.07
|
8.20
|
|
Profit before Tax
|
28.63
|
38.09
|
(16.43)
|
16.30
|
|
Current Tax
|
7.80
|
12.42
|
7.94
|
12.56
|
|
Taxes of Earlier Years
|
(1.16)
|
-
|
(1.16)
|
-
|
|
Deferred Tax
|
(1.40)
|
(0.82)
|
(1.40)
|
(0.82)
|
|
Profit for the year
|
23.39
|
26.49
|
(21.81)
|
4.56
|
|
Other Comprehensive IncomeRe-measurement of gains on defined benefit plan
|
0.24
|
1.56
|
(0.68)
|
5.61
|
|
Income tax effect
|
(0.07)
|
(0.43)
|
(0.07)
|
(0.43)
|
|
Total Comprehensive Income for the Year
|
23.56
|
27.62
|
(22.56)
|
15.81
|
|
Equity Share Capital (3,45,82,066 Shares of Rs 10/- each)
|
345.82
|
345.82
|
345.82
|
345.82
|
|
E.P.S (After Prior Period Items) (Rupees)
|
0.68
|
0.77
|
(0.63)
|
0.13
|
|
Net Worth
|
599.78
|
576.23
|
670.73
|
691.01
|
|
Book Value in Rs. (Face Value of Rs. 10/- each )
|
17.34
|
16.66
|
19.40
|
19.98
|
STATE OF AFFAIRS/GENERAL REVIEW OF OPERATIONS:
Standalone:
During the year under review, your Company has reached Standalone turnover of Rs.790.08 million as against a turnover of Rs. 748.60 million during the previous year. The Standalone Net Profit is Rs. 23.39 million during the year in comparison to Net Profit of Rs. 26.49 million during the previous year.
Consolidated:
During the year under review, your Company has reached a consolidated turnover of Rs. 932.76 million as compared to Rs. 929.61 million for the previous financial year. The Consolidated Net Loss for the year 2023-24 is Rs. 21.81 million in comparison to Net Profit Rs. 4.56 million during the previous year.
TRANSFER TO GENERAL RESERVES:
No amount has been transferred to General Reserves during the year.
DIVIDEND:
During the year the Company does not have adequate profits and hence, your Board has not recommended any dividend for the financial year 2023-24.
SHARE CAPITAL:
During the year under review there were no changes in authorized capital and the paid-up share capital of the Company. The Authorised Share Capital of the company is Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided in to 5,00,00,000 (Five Crores Only) equity shares of Rs. 10/- each and the Paid-up capital of the company is Rs. 34,58,20,660/-(Rupees Thirty Four Crores, Fifty Eight Lakhs, Twenty Thousand, Six Hundred and Sixty Only) divided in to 3,45,82,066 (Three Crores Forty Five Lakhs Eighty Two Thousand Sixty Six) equity shares of Rs 10/- each
As on March 31, 2024, except Mr. Paul Sashikumar Lam having 757 shares none of the other Directors of the Company hold shares or convertible instruments of the Company.
EMPLOYEE STOCK OPTION PLAN (ESOP):
The management is of the view that Equity based compensation is considered to be integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives. Management believes that equity-based compensation schemes are an effective tool to reward the employees of the Company in the growth of the Company, to create an employee ownership in the Company, to attract new talents, to retain the key resources in the organization and for the benefit of the present and future employees of the Company. With this objective, management intends to implement the Employee Stock Option Plan 2022 for the employees of the Company.
Further the management is keen on implementing the equity based compesation to its' employees in this regard the Board again in their meeting held on 11th February, 2022 has discussed on implementation of the 'Goldstone Technologies Limited Employee Stock Option Plan-2022' ('GTLESOP 2022') and in view of the same and in pursuance of the Section 62 of the Companies Act, 2013 and rules thereof, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (LODR) Regulations, 2015 and other relevant provisions, the Board of Directors of the Company at their meeting held on 11th February, 2022 has approved the 'Goldstone Technologies Limited Employee Stock Option Plan-2022' ('GTLESOP 2022'), and the same was also approved by the shareholders vide special resolution passed through postal ballot notice dated 28th March, 2022 the resolution was deemed to approved by the members as on 15th May, 2022 (Last date of E-Voting for Postal Ballot). The management is taking further steps to implement 'Goldstone Technologies Limited Employee Stock Option Plan-2022' ('GTLESOP
2022') in the best interest of the Company as well as its' Employees. The Company has also received In-principal Approval for listing of upto maximum of 17,29,000 Equity Shares of Rs. 10/- each to be allotted pursuant to the Goldstone Technologies Employees Stock Option Scheme, 2022 from the Stock Exchanges namely BSE Ltd and National Stock Exchange of India Limited on 15th December, 2023.The company has not made any allotment during the year under review under the Scheme. Any further updates on the same will be disseminated to the members through announcements to the stock exchanges.
ACCOUNTING TREATMENT
There is no change in accounting treatment in the year under review, as compared to previous Financial Year.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under the review the following changes were made.
Appointments:
• Based on the recommendations of the Nomination and Remuneration Committee and approval of the Board Mr. Srinivas Chilukuri was appointed as the Chief Executive Officer (CEO) and Whole Time Key Managerial Personnel (KMP) of the Company with effect from 29th May, 2023, for a term of Three years i.e. upto 28th May, 2026, subject to approval of members. However, the Board of Directors of the Company (Based on the recommendations of the Nomination and Remuneration Committee), has approved Change in role of Mr. Srinivas Chilukuri from the position of CEO to enable him to focus on building new product development in the field of emerging Technologies like Artificial Intelligence etc. Accordingly, Mr. Srinivas Chilukuri ceased to be the Chief Executive
Officer (CEO) and Whole Time Key Managerial Personnel (KMP) of the Company with effect from 10.08.2023.
• Mr. Bernd Michael Perschke (DIN: 10194539) was appointed as an Additional Director of the Company with effect from 10th August, 2023, in the Board meeting held on 10th August, 2023 and his appointment was approved and regularized by the members in the 29th Annual General meeting of the company held on 28th September, 2023.
• Mr. Seetepalli Venkat Raghunand (DIN: 1 0267020) was appointed as an Additional Director and Executive Director of the Company with effect from 10th August, 2023, in the Board meeting held on 10th August, 2023 and his appointment was approved and regularized by the members in the 29th Annual General meeting of the company held on 28th September, 2023.
• Mr. Paul Sashikumar Lam, Non-Executive Non-Independent Director, was first appointed on the Board of the Company on October 30, 2007 in terms of Companies Act, 1956. Mr Paul Sashikumar Lam, belongs to promoter group of the Company. The Securities and Exchange Board of India (SEBI) has amended the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 vide circular dated May 9, 2018, which requires continuance of any Non-Executive Director who has attained the age of 75 years after seeking the prior approval of shareholders by way of a Special Resolution. Mr. Paul Sashikumar Lam shall attain the age of 75 years on October 25, 2024, hence approval by way of Special Resolution is placed before the shareholders at the 30th Annual General Meeting in order to comply with the aforesaid circular.
Resignations:
• None of the Directors of the Company have resigned during the financial year 202324.
• After the closure of the financial year 2023-24, Mrs. Niralee Rasesh Kotdawala, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company, has submitted her resignation to pursue an alternate career opportunity outside the Organization. The Board acknowledged her resignation during its meeting held on July 19, 2024, and Mrs. Niralee Rasesh Kotdawala will be relieved from her duties with effect from the close of business hours on September 5, 2024.
Retire by Rotation:
• Based on the terms of appointment, executive directors and the non-executive and non-Independent chairman are subject to retirement by rotation. Accordingly, Mr. Clinton Travis Caddell (DIN: 01416681), retires by rotation at the 30th Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of Mr. Clinton Travis Caddell has been given in the Notice convening the Annual General Meeting. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his re-appointment.
End of the second term of Mr. K S Sarma as an Independent Director:
Mr. K S Sarma, was appointed as the Independent Director on the Board of the Company w.e.f. 31.07.2008. During the year 2014, in order to implement the newly established provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement as amended by the Securities and Exchange Board of India (SEBI), with the approval of the members in the Annual General meeting held on 27th September, 2014, Mr. K S Sarma was
appointed as the Independent Director of the Company for the first term of five year i.e. w.e.f. 27th September, 2014 till 26th September, 2019. The members of the Company in their meeting held on 26th September, 2019 once again appointed Mr. K S Sarma as an Independent Director of the Company for the Second term of five year i.e. w.e.f. 27th September, 2019 till 26th September, 2024. Hence, the second term of Mr. K S Sarma as an Independent Director of the Company is expiring on 26th September, 2024. As per the provisions of Section 149 (11) of the Companies Act, 2013 “no independent director shall hold office for more than two consecutive terms”. Accordingly, Mr. K S Sarma who shall be completing two terms of 5 years each as an Independent Director of the Company on 26th September, 2024, cannot continue as the Independent Director of the Company. Hence, his term as an Independent Director shall end on 26th September, 2024.
Key Managerial Personnel
• In accordance with the provisions of Section(s) 2(51), and 203 of the Companies Act, 2013 read with the Com p a n ies ( App oin tm ent a n d Remuneration of Managerial Personnel) Rules, 2014.The following are the Key Managerial Personnel as on the Board's Report date:
• Mr. Pavan Chavali - Managing Director
• Mr. Vithal VSSNK Popuri - Chief Financial Officer
• Ms. Niralee Rasesh Kotdawala - Company Secretary & Compliance Officer (Ms. Niralee Rasesh Kotdawala has resigned from her position as Company Secretary & Compliance Officer vide resignation dated 19th July, 2024 and will be relieved from her duty with effect from the close of business hours on September 5, 2024.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs ('IICA'). All Independent Directors of your Company are registered with IICA.
In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration. The Nomination and Remuneration Policy is placed on website of the Company at https://www.aiontech.ai/investor-corner/other-polices.
The Nomination and Remuneration Policy and
other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.
MEETINGS:
During the year under review, 8 (Eight) Board Meetings, 6 (Six) Audit Committee Meetings, 5 (Five) Nomination and Remuneration Committee Meeting, 6 (Six) Stakeholder Relationship Committee Meetings and 1 (One) Independent Directors Meeting were convened and held. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings were within the period prescribed under the Companies Act, 2013 and Listing Regulations.
COMMITTEES OF THE BOARD:
There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance of these Committees during the year have been enumerated in the Corporate Governance Report.
AUDIT COMMITTEE RECOMMENDATIONS:
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details on the familiarization program for Independent Directors are reported in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
a) in the preparation of the annual accounts,
the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had 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 of the profit and loss of the company for that period;
c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;
e) the directors had 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SUBSIDIARIES AND ASSOCIATES:
As on 31st March 2024, we are having two wholly owned subsidiary Companies;
a) Staytop Systems Inc., having its Registered Office situated at 9660 Falls of Neuse Rd., Ste. 138 Unit 161, Raleigh, North Carolina, 27615 and
b) Wowtruck Technologies Private Limited (formerly known as Equitas Technologies Private Limited) having its Registered Office situated at 601, 6* Floor, Phase I, Spencer Plaza, 769, Anna
Salai, Mount Road, Chennai — 600002, Tamil Nadu.
During the year under review, no further investments were made in the subsidiaries. Other than the above no other company is Associate or Joint Venture during the year under review.
Both the company's subsidiaries i.e. M/s. Staytop Systems Inc and M/s. Wowtruck Technologies Private Limited (formerly known as M/s. Equitas Technologies Private Limited, are material subsidiaries of the Company as per the thresholds laid down under the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Company has framed a policy on Material Subsidiaries as approved by the Board and the same has been uploaded on the Company's website https://www.aiontech.ai/investor-corner/other-polices.
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is in the prescribed format AOC-1 are appended as “ANNEXURE - 1 ” to the Board's report.
We would like to bring to the notice of the member that, after the closure of the financial year the Board in its meeting held on 8th August, 2024 has decided to Divest/sell the entire 100% Equity Investment stake in its wholly owned subsidiary namely M/s. Wowtruck Technologies Private Limited (“WTPL”) in favour of M/s. TRENTAR PRIVATE LIMITED (herein after referred to as “TRENTAR” / “Identified Buyer”), a company incorporated under the provisions of the Companies Act, 2013, CIN: U40100MH2021PTC360196 and having its registered office at First Floor, Fobeoz Tower, Ramchandra Lane, Malad West, Mumbai, Maharashtra, India, 400064 for a consideration of not less than INR 10,00,00,000/- (Rupees Ten Crores Only) and in accordance with the terms
and conditions as may be agreed in writing by and amongst AION-TECH Solutions Limited and TRENTAR Private Limited. Consequently, considering the provisions of Regulation 24, 37A and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, 2015 as amended from time to time and Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the company has issued a Postal Ballot Notice dated 8th August, 2024 seeking approval of the members for the divestment / sell of 100% stake in M/s. Wowtruck Technologies Private Limited. The copies of Postal Ballot Notice ('Notice') along with the Explanatory Statement has been sent on Friday, 9th August, 2024 to those Members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 2nd August, 2024 (the 'Cut-off date') and whose e-mail IDs are registered with the Company/Depositories. The e-voting period has commenced from 9.00 a.m. (IST) on Monday, the 12th August, 2024 and shall end at 5:00 p.m. (IST) on Tuesday, the 10th September, 2024. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
CONSOLIDATED FINANCIAL STATEMENTS:
The Board of Directors ('the Board') reviewed the affairs of the Subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013 and applicable Accounting Standards we have prepared consolidated financial statements of the Company and its subsidiaries which will form part of the Annual Report.
In accordance with Section 136 of the Companies Act, 2013 the Audited financial statements including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries are available on website of the Company https://www.aiontech.ai/investor-corner/result-reports. These documents will also be available for inspection during the business hours at the registered office of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
At AION-TECH, we maintain a system of well-established policies and procedures for internal control of operations and activities. We constantly strive to integrate the entire organization, strategic support functions, such as finance, human resources, and regulatory affairs into core operations, such as Analytics segment, consulting services and license reselling, technical, support, and the supply chain. The internal audit function is further strengthened in conjunction with the statutory auditors to monitor statutory and operational matters. Adherence to statutory compliance is a key focus area for the entire leadership team of the Company.
The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. Internal Audit system brings significant issues to the attention of the Audit Committee for periodic review. However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.
DEPOSITS:
The deposits covered under Chapter V of the Companies Act, 2013 were neither accepted during the year nor remained unpaid or unclaimed as at the end of the financial year
2023- 24. As such, there has been no default in repayment of deposits or payment of interest thereon at the beginning or at the end of the year.
COST RECORDS:
Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable on the Company. Accordingly, such records are not made and maintained.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135 of Companies Act, 2013, every company having net worth of rupees five hundred crore or more or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more, during immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board. As your company doesn't fall under the provisions of section 135 of Companies Act, 2013, hence it is not applicable to company.
INSURANCE:
All the properties of your Company including its building, systems, servers & Machinery has been covered by adequate Insurance Coverage. The Company has in place a D&O Policy which is renewed every year. It covers directors (including independent directors) and officers of the Company and its subsidiaries. The Board is of the opinion that the quantum and risks presently covered are adequate.
AUDITORS:
Statutory Auditors:
M/s. P. Murali & Co., Chartered Accountants, Hyderabad were appointed as the statutory auditors of the Company by the Board of Directors of the Company in their meeting held on 27th May, 2022 for a term of 5 (Five) consecutive years commencing from the conclusion of the 28th Annual General Meeting until the conclusion of the 33 d Annual General
Meeting. The appointment was also approved by the members of the Company by way Ordinary Resolution in the 28th Annual General Meeting of the Company held on 28th September, 2022.
Pursuant to the amendments made to Section 139 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the members for appointment of Statutory Auditors has been withdrawn. In view of the same, the ratification of members for continuance of appointed M/s. P. Murali & Co., Chartered Accountants, as the Statutory Auditors of the Company, will not be sought in the ensuing Annual General Meetings.
The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.
The Report of the Auditors for the year ended 31st March, 2024 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.
Internal Auditors:
M/s. CKS & Associates, Chartered Accountants, Hyderabad were appointed as internal Auditors for conducting the internal audit of the company for the financial year 2023-24. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit
Committee on a periodical basis and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.
Secretarial Auditor:
The company had appointed M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2023-24 pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report for the financial year 2023-24 is annexed herewith as “ANNEXURE - 3” to the Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.
Annual Secretarial Compliance Report:
M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad had undertaken an audit for the financial year ended March 31,2024 and accordingly issued the Annual Secretarial Compliance Report for the year ended 31st March, 2024, with all applicable compliances as per SEBI's Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Prathap Satla & Associates, Practising Company Secretaries, Hyderabad had been submitted to the Stock Exchanges.
Reporting of frauds by auditors:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud committed against the Company by its officers or employees to the audit committee, under Section 143 (12) of the Companies Act, 2013.
SECRETARIAL STANDARDS:
The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in Note no. 31 of Standalone Financial Statements and to Note no. 30 of Consolidated Financial Statements.
RELATED PARTY DISCLOSURES:
There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or with entities where promoter/KMPs /Directors are interested and other related parties who may have potential conflict of interest with the Company. All the related party transactions which were entered into by the Company during the year under review, were on arms' length basis and in the ordinary course of business. The related party transactions are disclosed in the notes to the accounts, as per the relevant accounting standards.
The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as ANNEXURE - 2, which forms part of this Annual Report.
During the year, pursuant to Regulation 23 of the SEBI Listing Regulations, all related party transactions were placed before the Audit Committee for approval and also disclosed to the stock exchanges on half yearly basis. The
same are also available on the website of the Company.
A Policy on materiality of RPTs stipulating the threshold limits and also on dealing with, pursuant to SEBI Listing Regulations has been placed on the Company's website https://www.aiontech.ai/investor-corner/.
RISK MANAGEMENT:
Pursuant to Section 134 (3) (n) and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with relevant provisions of the Companies Act 2013, the Company is implementing all measures to mitigate and manage the risk including identification therein of elements of risk if any which in the opinion of the Board may threaten the existence of the company.
At present the company has not identified any element of risk which may threaten the existence of the company.
PREVENTION OF INSIDER TRADING:
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on company's website at https://www.aiontech.ai/investor-corner.
POLICIES UNDER SEBI (LODR) REGULATIONS 2015:
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The Board has formulated and adopted the following policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
V Archival Policy
V Policy on Material Subsidiary
V Determination of Materiality of Events
V Preservation of Documents Policy
All the policies adopted are hosted on the w e b s i t e o f t h e C o m p a n y https://www.aiontech.ai/investor-corner. The policies are reviewed periodically by the Board and updated as needed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of the Section 177 (9) & (10) of the Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a Vigil Mechanism called 'Whistle Blower Policy' for directors and employees to report the management /Audit Committee instances of unethical behavior, actual or suspected, fraud or violation of company's code of conduct or ethics policy. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company.
The Vigil Mechanism also provided adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit committee in exceptional cases further it has also been uploaded in the Company's web site; https://www.aiontech.ai/investor-corner/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The policy aims to provide protection to Employees at the workplace.
An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. To build awareness in this area, the Company has been conducting awareness sessions during induction. During the year under review, no complaints pertaining to sexual harassment of women employees were reported.
EXTRACT OF ANNUAL RETURN:
In pursuant to the provisions of Section 134 (3)(a) of the Companies Act, 2013, extract of Annual Return in form MGT-9 is placed on the website of the Company. Pursuant to provisions of section 92(3) of the Act, Form MGT-9 is available on the website of the company at www.aiontech.ai/investor-corner/.
LISTING ON STOCK EXCHANGES:
Presently, the Company's Shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company's securities are listed for the year 2024-25.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
As per the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are attached as “ANNEXURE - 4” and “ANNEXURE - 5” respectively, together with the Certificate from the auditors of the Company regarding
compliance with the requirements of Corporate Governance.
MANAGING DIRECTOR AND CFO CERTIFICATION:
As required under the SEBI (LODR) Regulations, 2015, the Managing Director and the CFO Certification is attached to Corporate Governance Report.
DECLARATION BY INDEPENDENT DI RECTOR S AN D STATE ME NT O N COMPLIANCE OF CODE OF CONDUCT
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/ she meets the criteria of independence as provided in clause (b) of subregulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The Directors possess integrity, expertise and experience in their respective fields.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year i.e. 31st March, 2024 to which the financial statements relate and the date of the Report except for the fact as per the decision taken in the board meeting dated 8th August, 2024, the Company has entered into a Share Purchase Agreement (“SPA”) with M/s. TRENTAR PRIVATE LIMITED (herein after referred to as “TRENTAR” / “Identified Buyer”), a company incorporated under the provisions of the Companies Act, 2013, CIN: U40100MH2021PTC360196 and having its registered office at First Floor, Fobeoz Tower, Ramchandra Lane, Malad West, Mumbai, Maharashtra, India, 400064 for sale of its entire 100% stake in its material Subsidiary ie. M/s. Wowtruck Technologies Limited for a total consideration of not less than INR 10,00,00,000/- (Rupees Ten Crore Only) and in accordance with the terms and conditions as may be agreed in writing by and amongst AION-TECH Solutions Limited and TRENTAR Private Limited. This transaction is Subject to obtaining the Shareholders approval and further satisfactory completion of the respective precedent by the parties in accordance with the terms and conditions as agreed to between the parties vide SPA, the transaction is expected to be completed in next 6 months. Accordingly, considering the provisions of Regulation 24, 37A and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, 2015
as amended from time to time and Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the company has issued a Postal Ballot Notice dated 8th August, 2024 seeking approval of the members for the divestment / sell of 100% stake in M/s. Wowtruck Technologies Private Limited. The copies of Postal Ballot Notice ('Notice') along with the Explanatory Statement has been sent on Friday, 9th August, 2024 to those Members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 2nd August, 2024 (the 'Cut-off date') and whose e-mail IDs are registered with the Company/Depositories. The e-voting period has commenced from 9.00 a.m. (IST) on Monday, the 12th August, 2024 and shall end at 5:00 p.m. (IST) on Tuesday, the 10th September, 2024. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
PARTICULARS OF CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
Information on conservation of energy, technology absorption, foreign exchange and outgo as required under sec 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Account) Rules, 2014 is annexed herewith as “ANNEXURE - 6”.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') are enclosed as “ANNEXURE - 7” to the Board's report.
During the year none of the employees is drawing a remuneration of Rs. 1,02,00,000/-and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Members who are interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working days of the Company upto the date of the 30th Annual General Meeting.
PERSONNEL:
Personnel relations have remained very cordial during the period.
GOING CONCERN STATUS:
There were no significant and material orders passed by Regulators or Courts or Tribunal impacting the Company's going concern status and / or its future operations.
EVENT BASED DISCLOSURES:
a) Change of Name of the Company:
In pursuance of the Companies Act, 2013 and all the applicable rules issued under the Companies Act, 2013, the Board of Directors of the Company in their meeting held on 29th May, 2023 decided to change the Name of the Company from “GOLDSTONE TECHNOLOGIES LIMITED” to “AION-TECH SOLUTIONS LIMITED”. Further as per the provisions of section 13
of the Companies Act, 2013, approval of the shareholders as required to be accorded for changing the name of the Company and subsequent alteration in the Memorandum of Association and Articles of Association was obtained vide passing Special Resolution in the 29th Annual General meeting of the Company held on 28th September, 2023. The Approval of the Registrar of Companies, Hyderabad was received vide issuance of Change of Name Certificate on 7th December, 2023. The Change of Name of the Company to AION-TECH Solutions Limited has been approved by BSE Ltd and The National Stock Exchange of India Limited w.e.f. 17th January, 2024.
b) Joint venture with German e-mobility major - Quantron AG:
The Company has entered into a Joint Venture Agreement with a German e-mobility major, Quantron AG (“QAG”) on 10 November, 2023 to set up a Joint Venture Company. The main objective of the Joint Venture Company is to build a unique transaction platform with various digital solutions for meeting the needs of zero-emission fleets (Fleet Operating Companies, Logistics Companies, Automobile companies) in EV and Hydrogen mobility. The JV will develop Al-driven software solutions that can be used independently by the manufacturer (OEM), such as large fleet customers. On the other hand, the JV will also include services and sales functions for making third-party services available for Customers and any other Field as agreed by both JV partners mutually. Any further updates on the incorporation of the JV company shall be informed/disseminated to the members through announcements to stock exchanges.
c) Raising of funds through Rights Issue
The Board of Directors in their meeting held on 9th November, 2023 considered and
approved raising of funds vide Rights issue by way of issuance of Equity Shares of the face value of Rs. 10 each fully paid up alongwith Detachable Warrants ("Rights Securities") , to the eligible equity shareholders of the Company as on the record date(to be notified later) for a maximum amount of not exceeding Rs. 25 Crores ("the Rights " / "Issue") , subject to applicable laws. M/s Corporate Professionals Capital (P) Ltd, SEBI Registered Category I Merchant Bankers have been appointed to act as a “Lead further Manager to the Issue”. However, it may be noted that the Board of Directors in their meeting held on April 29, 2024 has decided to issue Partly paid-up Equity Shares, instead of Equity Shares coupled with Detachable Warrants and approved the following terms of Rights Issue:
i) Instrument: Partly paid-up Equity Shares.
ii) Rights Issue Size: Not exceeding Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only).
In this regards, the Board also Constituted 'Rights Issue Committee' to decide and finalize the issue price, no. of Rights shares to be issued and other terms and conditions of the Issue, including but not limiting to deciding the rights entitlement ratio, record date, timing, terms and schedule of payment, from time to time etc.
d) Postal Ballot Notice sent on 23rd February, 2024:
Based on the approval of the Board of Directors of the Company in their meetings held on 22nd February, 2024, the Postal Ballot notice dated 22nd February, 2024 was sent on Friday, 23th February, 2024 to those Members of the Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories
respectively as at close of business hours on Friday 16th February, 2024 (the 'Cut-off date') seeking their approval for Sale of Unused factory land admeasuring 20,455.13 sq. mts including factory structures thereon owned by the Company. The remote e-voting period for this postal ballot notice commenced on Monday, February 26, 2024 from 9.00 a.m. (IST) and ended on Tuesday, March 26, 2024 at 5.00 p.m. (IST) and the special resolution for approval of Sale of Unused factory land admeasuring 20,455.13 sq. mts including factory structures thereon owned by the Company was deemed to be approved on March 26, 2024. (the last date of E-Voting).
e) Postal Ballot Notice sent on 9th August, 2024:
Based on the approval of the Board of Directors of the Company in their meetings held on 8th August, 2024, the Postal Ballot notice dated 8th August, 2024 was sent on Friday, 9th August, 2024 to those Members of the Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday, 2nd August, 2024 (the 'Cut-off date') seeking their approval for Sale of 100% stake in the wholly owned subsidiary Wowtruck Technologies Private Limited. The remote e-voting period for this postal ballot notice has commenced on Monday, August 12, 2024 from 9.00 a.m. (IST) and shall end on Tuesday, September 10, 2024 at 5.00 p.m. (IST) and the special resolution for sale of 100% stake in the wholly owned subsidiary Wowtruck Technologies Private Limited. The
Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e., Tuesday, the 10th September, 2024. The results for the same shall be declared on or before 12th September, 2024.
ACKNOWLEDGEMENTS
Your Directors convey their sincere thanks to ICICI Bank and State Bank of India for their support, guidance and assistance.
Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company's achievements would not have been possible. Your Directors
also wish to thank its customers, dealers, agents, suppliers, consultants, investors for their continued support and faith reposed in the Company.
For and on behalf of the Board of AION-TECH SOLUTIONS LIMITED
Sd/- Sd/-
Paul Sashikumar Lam Pavan Chavali
Director Managing Director
(DIN: 00016679) (DIN: 08432078)
Place: Hyderabad Date: 29.08.2024
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