Equity Analysis

Directors Report

    Yash Optics & Lens Ltd
    Industry :  Personal Care - Indian
    BSE Code
    ISIN Demat
    Book Value()
    92842
    INE0TO601017
    33.5078738
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    YASHOPTICS
    23.65
    213.23
    EPS(TTM)
    Face Value()
    Div & Yield %:
    3.64
    10
    0
     

To Members,

Yash Optics & Lens Limited

(Formerly known as Yash Optics & Lens Private Limited)

Your directors have pleasure in presenting the 14th Annual Report and the Company's Audited Financial Statements for the financial year ended on 31st March, 2024.

1. FINANCIAL RESULTS OF THE COMPANY:

The Company's financial performance for the year ended 31st March, 2024 is summarized below:

(Amount in Lakhs)

Particulars 31/03/2024 31/03/2023
Revenue from operations and Other Incomes 4120.38 3978.94
Profit/Loss before Interest, Depreciation and Tax 1469.75 1256.33
Less: Finance Cost 170.45 101.65
Net Profit/Loss before Depreciation and Tax 1299.3 1154.68
Less: Depreciation and amortization for the year 87.39 69.57
Net Profit/Loss before exceptional and extraordinary items and tax 1211.91 1085.11
Less: Exceptional Items 0.00 0.00
Profit before extraordinary items and tax 1211.91 1085.11
Less: Extraordinary Items 0.00 0.00
Profit before tax 1,211.91 1085.11
Less: Tax Expenses - -
Current tax expense 292.33 274.64
Deferred tax expense 17.31 7.67
Profit/Loss for the period from continuing operations 902.27 802.80
Tax expense of discontinuing operations 0.00 0.00
Profit/Loss from discontinuing operations (after tax) 0.00 0.00
Profit/Loss transferred/adjusted to General Reserve 902.27 802.80
Basic earnings per equity share 18.76 8028.0268
Diluted earnings per equity share 18.76 8028.0268

2. STATE OF COMPANY'S AFFAIRS, RESULT OF OPERATION AND FUTURE

OUTLOOK:

COMPANY'S AFFAIRS AND RESULT OF OPERATION: (Amt in Lakhs)

During the year under review, your Company's Gross Revenue is INR 4,120.38/- {Previous Year: INR 3,978.94/-}. The Company made a Net Profit (after Tax) of INR 902.27/- {Previous Year: INR 802.80/-}.

FUTURE OUTLOOK:

Yash Optics and Lens is set for robust growth, driven by advancements in precision optics and smart lens technology. We will expand into emerging markets and form strategic alliances to enhance our global footprint. Yash Optics and Lens is poised for a successful future, delivering cutting-edge products and superior customer experiences.

Furthermore, the management endeavors to offer all Indians the latest and the best in vision healthcare solutions, tailor-made for each individual's work, leisure and lifestyle, to create happy eyes that enable healthy living.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors:

The Composition of Board of Directors as on 31st March, 2024 is as follows;

Sr. No Name

DIN Designation
1. Tarun Manharlal Doshi 03067691 Managing Director
2. Chirag Manharlal Doshi 07935498 Whole Time Director
3. Dharmendra Manharlal Doshi 07935540 Whole Time Director
4. Kalpesh Narendra Vora 08673243 Independent Director
5. Ardip Valji Bhai Rathod 09333105 Independent Director
6. Darshini Nimish Shah 10464436 Independent Director

b. Key Managerial Personnel:

The following persons are the Key Managerial Personnel of Company as on 31st March 2024;

Sr. No Name

DIN/PAN Designation
1. Tarun Manharlal Doshi 03067691 Managing Director
2. Yash Tarun Doshi CQLPD3630C Chief Financial Officer
3. Gaurav Ramesh Khandelwal CDGPK8234H Company Secretary

Mr. Gaurav Ramesh Khandelwal resigned from the office with effect from 31st May,2024 and Miss. Adrata Anil Srivastav appointed as the company secretary cum compliance officer with effect from 05th June,2024. c. Change in Director and KMP:

During the financial year, following changes have been occurred;

Sr No Name

DIN/PAN Designation Appointment / Cessation/ Change in Designation Date of Appointment/ Cessation/Ch ange in Designation

1. Kalpesh Narendra Vora

08673243 Independent Director Appointment 31/01/2024

2. Ardip Valji Bhai Rathod

09333105 Independent Director Appointment 31/01/2024

3. Darshini Nimish Shah

10464436 Independent Director Appointment 31/01/2024

4. Gaurav Ramesh Khandelwal

CDGPK8234H Company Secretary Appointment 30/01/2024

5. Yash Tarun Doshi

CQLPD3630C CFO Appointment 30/01/2024

6. Tarun Manharlal Doshi

03067691 Managing Director Change in Designation 31/01/2024

7. Chirag Manharlal Doshi

07935498 Whole Time Director Change in Designation 31/01/2024

8. Dharmendra Manharlal Doshi

07935540 Whole Time Director Change in Designation 31/01/2024

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Tarun Manharlal Doshi, Managing Director (DIN: 03067691) of the Company, retires by rotation and offers himself for re- appointment.

e. Independent Directors:

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 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

5. CODE OF CONDUCT:

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report but during the period under review the Company was converted into a public company and got listed on NSE Emerge Segment of NSE Limited on 8th April, 2024.

7. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any subsidiary, joint venture or associate company. Hence it is not required to prepare any Consolidated Financial Statement.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company does not have any Subsidiary, Associate or Joint Venture.

9. DIVIDEND:

In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31st March, 2024.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees, the detailed terms of reference of the Committee are available on the website of the Company at https://yashopticsandlens.com/committee-board/

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, the Audit Committee of the Board as at 31st March, 2024, The Audit Committee comprises of

Name of the Directors Nature of Directorship Designation in Committee

Mr. Kalpesh Narendra Vora

Non-Executive Independent Director Chairman

Mr. Ardipkumar Valjibhai Rathod

Non-Executive Independent Director Member
Mr. Tarun Manharlal Doshi Chairman & Managing Director Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee of the Board as at 31st March, 2024. The details of the Committee are available on the website of the Company at https://yashopticsandlens.com/committee-board/ and it comprises of:

Name of the Directors

Nature of Directorship Designation in Committee

Ms. Darshini Nimish Shah

Non-Executive Independent Director Chairman

Mr. Ardipkumar Valjibhai Rathod

Non-Executive Independent Director Member
Mr. Kalpesh Narendra Vora Non-Executive Director Member

C. Stakeholder Relationship Committee:

The Stakeholder's Relationship Committee had duly formed mainly to focus on the redressal of Shareholders'/Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of

Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee are available on the website of the Company at https://yashopticsandlens.com/committee-board/ and it comprises of:

Name of the Directors

Nature of Directorship Designation in Committee
Mr. Ardipkumar Valjibhai Rathod Non-Executive Independent Director Chairman
Mr. Kalpesh Narendra Vora Non-Executive Director Member
Mr. Dharmendra M Doshi Whole Time Director Member

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee comprises of

Name of the Directors

Nature of Directorship Designation in Committee
Mr. Tarun Manharlal Doshi Managing Director Chairman

Mr. Dharmendra Manharlal Doshi

Whole-time director Member

Ms. Darshini Nimish Shah

Non-Executive Independent Director Member

The Committee met two times during the year. The brief outline of the corporate social responsibility (CSR) policy of the Company is available on the website of the Company at https://yashopticsandlens.com/committee-board/.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2023-24 is available on Company's website at URL https://yashopticsandlens.com/annual-report/

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at https://yashopticsandlens.com/corporate-policies/ .

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2023-24 with related parties were on an arm's length basis and in the ordinary course of business. There were no material

Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders' approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-I.

During F.Y. 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy has been revised in line with the amendment in

SEBI Listing Regulations and the same is available on the Company's website URL https://yashopticsandlens.com/corporate-policies/.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014. is annexed herewith as Annexure II.

17. AUDITORS:

a. Statutory Auditors:

M/s Chhogmal & Associates, Chartered Accountants, Mumbai (FRN.101826W), have successfully conducted the statutory audit of Company for the financial year end 31st March, 2024.

M/s Chhogmal & Associates., Chartered Accountants Mumbai (FRN.101826W) were appointed as Statutory Auditors of the Company at AGM held on 30th November, 2021 and they shall be holding their office till the conclusion of AGM relevant to Financial Year 2025-26.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors' Report are self explanatory and therefore, do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-III.

c. Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2023-24 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as Annexure-IV.

19. REMUNERATION POLICY:

The Company's policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company and the same is available on the Company's website URL https://yashopticsandlens.com/corporate-policies/

20. REPORTING OF FRAUD BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long term loan and advances and has not made any investment under Section 186 of the Companies Act, 2013.

22. DEPOSITS:

The company has not invited/accepted any deposits from the members as well as public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2023-24.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There was no comment on qualifications, reservations or adverse remarks or disclaimers made by the auditors and secretarial auditors in their reports.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 15 Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of the Board of Directors' has been duly followed by the Company.

Sr. No. Date of meeting

Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 13/04/2023 3 3 100

2 11/06/2023

3 3 100

3 05/09/2023

3 3 100

4 25/11/2023

3 3 100

5 26/12/2023

3 3 100

6 04/01/2024

3 3 100

7 10/01/2024

3 3 100

8 15/01/2024

3 3 100

9 30/01/2024

3 3 100

10 30/01/2024

3 3 100

11 31/01/2024

3 3 100

12 31/01/2024

3 3 100

13 01/02/2024

6 3 100

14 19/03/2024

6 6 100

15 26/03/2024

6 3 100

26. GENERAL MEETING:

The Company had 04 General meetings during the financial year under review.

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting', has been duly followed by the Company.

Sr. No. Type of Meeting Date of Meeting
1 Annual General Meeting 30th September, 2023
2 Extra-ordinary General Meeting 18th December,2023
3 Extra-ordinary General Meeting 16th January 2024
4 Extra-ordinary General Meeting 31st January 2024

27. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

28. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

29. SHARES:

i. Issue of shares or other convertible securities:

During the year, the company has issued equity shares the details of the same are as follows:

Particulars Allotment-1 Allotment-2
1. Date of issue and allotment 26/12/2023 15/01/2024

2. Method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential issue, private placement, conversion of securities, etc.)

Bonus Issue Right Issue
3. Issue price 10 61
4. Conversion price - -

5. Number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities

- 494000

6. Number of shares or securities allotted to the promoter group (including shares represented by depository receipts):

17700000 494000

7. In case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer.

- -

*Company has allotted 6561600 equity shares having nominal value of Rs. 10/- each at a premium of 71/- by way of Initial Public Offering on 8th April 2024.

ii. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

iii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iv. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

v. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not hold any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vii. Issue of Warrants:

The Company has not issued any warrants during the year under review.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2023-24.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.

32. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility ('CSR') Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies ('CSR Policy') Rules, 2014 are set out in Annexure V of this Report.

33. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-VI forming part of this report.

34. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on NSE Emerge Platform on NSE Limited as on 8th April,2024, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

35. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed with no material departures; b) the Directors 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual financial statements on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015 the Management's discussion and analysis report is annexed in Annexure- IV.

38. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://yashopticsandlens.com/.

39. DISCLOSURES:

The Company believes in providing safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
Name Tarun Manharlal Doshi Chirag Manharlal Doshi
Designation Managing Director Whole-Time Director
DIN 03067691 07935498

 

Date: 31/08/2024
Place: Mumbai