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AVI Products India Ltd.

BSE: 523896 Sector: Others
NSE: N.A. ISIN Code: INE316O01021
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OPEN 22.20
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VOLUME 200
52-Week high 22.45
52-Week low 17.45
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.20
Sell Qty 420.00

AVI Products India Ltd. (AVIPRODUCTS) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the 28thAnnual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch2017.

2.1 FINANCIAL RESULTS:

Particulars For the Year ended on For the Year ended on
31.03.2017 31.03.2016
Total Income 22071997 18697699
Total Expenditure 26100329 14684854
Profit/(Loss) before taxation (4028331) 4012845
Provision for Tax -- (1292161)
Profit/(Loss) after Taxation (4028331) 2720684
Earning per equity share (Basic & Diluted) (3.86) 2.61
(Face Value of Rs. 10/- each)

2.2 WORKING RESULTS AND STATE OF COMPANY'S AFFAIRS:

The Company is doing trading business in chemicals and ecommerce. The Company isexploring the overseas market for its business expansion. Also the Company has enteredinto the Food and Beverages business. Due to new business activity the Company hasincurred losses. During the year total losses stood at Rs.4028331/-as against theprofit of Rs. 2720684/- in the previous year).

2.3 DIVIDEND:

With a view to conserve the resources of the Company the Board of Directors does notrecommend any dividend for the year under the review.

2.4 DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015 the regulations related to DividendDistribution Policy is not applicable to the Company.

2.5 DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

2.6 RESERVE:

No amounthas been transferred to the General Reserve during the year.

2.7 SHARE CAPITAL:

The paid-upequity capital as on March 31 2017 was Rs. 10440220/- during the yearunder review.

2.8 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Avinash D. Vora Managing Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting. Members are requested torefer the Notice of ensuing Annual General Meeting for breif profile and other relatedinformation of Mr. Avinash D Vora Director retiring by rotation.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and underregulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

During the year under review there were no changes in the Board of Directors of theCompany.

In terms of Section 203 of the Companies Act 2013 as on 31st March 2017the following are the Key Managerial Personnel (KMP) of the Company:

1. Mr. Avinash D. Vora : Chairman and Managing Director
2. Ms. Dimple P. Vyas : Chief Financial officer
3. Ms. Bhavna K. Patel : Company Secretary
4. Mr. Vikram Vora : Whole- Time Director

2.9 BOARD MEETINGS:

During the year under review 5 (Five) meetings were held. The dates of the meetingsare 7thApril 2016 30th May 2016 12th August 2016 14thNovember 2016 and 10th February 2017. The maximum interval between any two consecutiveBoard Meetings did not exceed 120 days.

Attendance of Directors at the Board Meeting is as under:

Sr. No. Name of Director No. of Board Meetings attended
1 Mr. Avinash D. Vora 5 of 5
2 Mr. Vikram A. Vora 5 of 5
3 Mr. Pradeep H. Joshi 5 of 5
4 Mr. Pradeep Kumar 5 of 5
5 Mrs. Daksha N. Vora 5 of 5

2.10 COMMITTEES OF THE BOARD:

I. Audit Committee

The Composition of Audit Committee is as under:

i. Mr. Pradeep Kumar - Chairman Non-Executive and Independent Director
ii. Mr. Pradeep H. Joshi - Non-Executive and Independent Director
iii. Mr. Avinash D. Vora - Executive Director

In the financial year 2016-2017 the Audit Committee met four times. The Meetings wereheld on 30thMay 2016 12th August 2016 14th November2016 and 10th February 2017.

Attendance of Audit Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 4/4
2 Mr. Pradeep H. Joshi 4/4
3 Mr. Avinash D. Vora 4/4

II. Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee is as under:

i. Mr. Pradeep Kumar - Chairman Non-Executive and Independent Director
ii. Mr. Pradeep H. Joshi - Non-Executive and Independent Director
iii. Mrs. Daksha N. Vora - Non- Executive Director

In the financial year 2016-2017 the Nomination and Remuneration Committee met onetime. The Meetings was held on 12thAugust 2016.

Attendance of Nomination and Remuneration Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting
1 Mr. Pradeep Kumar 1 /1
2 Mr. Pradeep H. Joshi 1/1
3 Mrs. Daksha N. Vora 1/1

III. Stakeholders Relationship Committee

The Composition of Stakeholders Relationship Committee is as under:

i. Mr. Pradeep Kumar - Chairman Non-Executive and Independent Director
ii. Mr. Pradeep H. Joshi - Non-Executive and Independent Director
iii. Mr. Avinash D. Vora - Executive Director

In the financial year 2016-2017 the Stakeholders Relationship Committee met Fourtimes. The Meetings wereheld on 24thJune 2016 24thSeptember 201614thJanuary 2017 and 31stMarch 2017.

Attendance of Stakeholders Relationship Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 4/4
2 Mr. Pradeep H. Joshi 4 /4
3 Mr. Avinash D. Vora 4 /4

2.11 ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as aBoard inorder to identify its strengths and areas in which it may improve its functioning.To that end theNomination and Remuneration Committee has established the process forevaluation ofperformance of all the Directors and the Board including Committees. TheCompany has deviseda Policy for performance evaluation of all the Directors the Board andthe Committees whichincludes criteria and factors for performance evaluation. Theappointment / re-appointment /continuation of Directors on the Board shall be based on theoutcome of evaluation process.

2.12 RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act 2013 theBoard of Directors has formulated and adopted the Risk Management Policy. The BoardofDirectors has delegated the Audit Committee authority to monitor the RiskManagementPolicy including (a) Overseeing and approving the Company's enterprise wideriskmanagement framework; and (b) Overseeing that all the risks that the organizationfaces suchas strategic financial credit market liquidity security property ITlegal regulatoryreputational and other risks have been identified and assessed and thereis an adequate riskmanagement infrastructure in place capable of addressing those risks.We affirm that all riskmanagements are monitored and resolved as per the process laid outin the policy.

2.13 NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of directors and recommends to theBoarda policy relating to the remuneration for the Directors Key Managerial Personneland other employees. The brief terms of the policy framed by the Nomination andRemuneration Committee in pursuant to the provisions of Section 178(4) of the CompaniesAct 2013 and Rules made thereunder are as follows:

a) The committee shall ensure that the level and composition of remunerationisreasonable and sufficient to attract retain and motivate directors of thequalityrequired to run the Company successfully;

b) The committee shall also ensure that the relationship of remuneration toperformanceis clear and meets appropriate performance benchmarks; and

c) The committee shall also ensure that the remuneration to directors keymanagerialpersonnel and senior management involves a balance between fixed and incentivepayreflecting short and long term performance objectives appropriate to the working oftheCompany and its goals.

The Key Objectives of the Committee are:

a) To guide the Board in relation to appointment and removal of directors keymanagerial personnel and senior management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation.

c) To recommend to the Board on remuneration payable to the directors keymanagerialpersonnel and senior management.

2.14 VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors andEmployeesto report genuine concerns. The Vigil Mechanism provides for (a)adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b)direct access to the Chairperson of the Audit Committee of the Board of Directors ofthe Company in appropriateor exceptional cases. Details of the Vigil Mechanismpolicy are made available on the Company's website www.aviphoto.in

2.15 DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors state that:

a. in the preparation of the annual accounts for the year ended 31 March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsofall applicable laws and that such systems are adequate and operating effectively.

2.16 INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference tofinancialstatements. During the year under review such controls were operatingeffectively and noreportable material weakness in the design or operation were observed.

2.17 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the review the provisions of Section 135 of the Companies Act2013 related to Corporate Social Responsibility is not applicable to the Company. Henceyour Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

2.18 AUDITORS:

S. Shah & Associates Chartered Accountants (Registration Number: 109771W) who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for ratification of re-appointment for the financial year 2018-19. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from S. Shah & Associates that their appointment ifmade would be in conformity with the limits specified in the said Section.

2.19 STATUTORY AUDITORS' OBSERVATIONS:

The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.

2.20 SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Anish Gupta a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as“Annexure A

2.21 SECRETARIAL AUDITORS' OBSERVATIONS:

The observations of the Secretarial Audit Report and reply of the management ismentioned below:

1. The Company has not yet filed forms for Increase and restructuring the authorisedcapital of the Company in the Annual General Meeting held on 30th September2016.

Explnation from Management: The expenditure involved in implementation of the saidresolution i.e. increased in authorised share capital is not viable considering thecurrent financial situation of the Company. The Company is not in position to makeexpenses and due to current losses the said resolution rescinded.

2.22 CORPORATE GOVERNANCE REPORT:

As per the requirement of SEBI Circular No. SECURITIES AND EXCHANGE BOARD OF INDIA(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 No.SEBI/LAD-NRO/GN/2015- 16/013 dated September 2 2015 the listed companies having paid upequity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25Crores as on the last day of the previous financial year is not required to comply withthe norms of the Corporate Governance Report.

Since the Paid-Up Equity Share Capital of the Company is Rs. 10440220 and Net Worthis of Rs. Rs.11903981/- as on Financial Year ending 31st March 2017 therefore theprovisions relating to Corporate Governance Report are not applicable to the Company.

2.23 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis forms a part of this annual report.

2.24 EXTRACT OF ANNUAL RETURN:

In pursuant to the provisions of Section 92 of the Companies Act 2013 and Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of Annual Return inform MGT-9 is annexed herewith as "Annexure B" which forms part of thisReport.

2.25 RELATED PARTIES TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.Suitable disclosures as required under AS-18 havebeen made in the Notes to the financial statements.

2.26 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans advances or guarantees or made investments coveredunder the provisions of section 186 of the Companies Act 2013 during the year.

2.27 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is given as "Annexure C" to this report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top ten employees of thecompany in terms of remuneration drawn during 2016-17 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

2.28 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of theCompany which have occurred between end of the financial year.

2.29 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.However during the period under review the National Company Law Board has approvedcompounding application of the Company for delay in filing returns under section 159 and220 of the Comapnies ACt 1956. The details of the penalty imposed by the NCLT ismentioned in the MGT-9 of the Directors Report.

2.30 DISCLOSUREAS REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The Company is committed to provide a safe & conducive work environment to itsemployees and has formulated ‘Policy for Prevention of Sexual Harassment' toprohibit prevent or deter any acts of sexual harassment at workplace and to provide theprocedure for the redressal of complaints pertaining to sexual harassment therebyproviding a safe and healthy work environment. During the year under review no case ofsexual harassment was reported.

2.31 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Your Company does not have any activity relating to conversion of energy or technologyabsorption.

2.32 FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

2.33 DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:

During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your Company.

2.34 PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015. Pursuant thereto the Company hasformulated and adopted a new Code for Prevention of Insider Trading. The Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation ofthe Code.

All Directors and the designated employees have confirmed compliance with the Code.

2.35 APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

By order of the Board of Directors
For AVI PRODUCTS INDIA LIMITED
(formerly known as AVI Photochem Limited)
Sd/-
Avinash Vora
Place: Vasai Chairman
Date:14th August2017 (DIN No. 02454059)

ANNEXURE C TO THE DIRECTORS' REPORT

DETAILS FOR BOARD REPORT

Information required under Section 197 of the Company's Act 2013 read with Company's(Appointment and Remuneration of

Management Personnel) Rules 2014

A. Ratio remuneration of each Director to the Median remuneration of all theemployees of your Company for the financial year 2016-2017 is as follow:

Name of the Director Total Remuneration (Rupees) Ratio of remuneration of Director to the median remuneration
Avinash D. Vora Rs. 600000/- 3.65

Notes:

1. The Information provided above us on standalone basis.

2. The aforesaid details are calculated on the basis of remuneration for the financialyear 2016-2017.

3. Median remuneration of the Company for all its employees is Rs. 164400/- for thefinancial year 2016-20017.

B. Details of percentage increase in remuneration of each Director and CFO &Company Secretary in the financial year 2016-2017.

Name Designation Remuneration (in Rupees) Increase
2016-2017 2015-2016
Avinash D. Vora Managing Director Rs. 600000/- Rs. 150000/- 300%
Bhavna K. Patel Company Secretary Rs. 660000/- Rs. 624000/- 5.77%
Dimple Vyas Chief Financial Officer Rs. 216000/- Rs. 180000/- 20%

Note: Remuneration to Director within the overall limits approved by theShareholders.

C. Percentage increase in the median remuneration of all employees in the financialyear 2016-2017:

Particulars 2016-2017 2015-2016 Increase %
(Rupees) (Rupees)
Median remuneration of all employees per annum Rs. 164400/- Rs. 138000/- 19.13%

D. Number of permanent employees on the rolls of the Company as on 31stMarch 2017:

Particular Number of Employees
Executive/Manager 2
Staff 5
Total 7

E. Comparison of average % increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

Particulars 2016-2017 2015-2017 Increase %
Average salary of all employees Rs. 152580/- Rs. 132180/- 15.43%
Key Managerial Personnel:
Salary of Managing Director Rs. 600000/- Rs. 150000/- 300%
Salary of CS and CFO Rs. 876000/- Rs. 804000/- 8.96%

F. Affirmation that the remuneration paid is as per the Nomination and Remunerationpolicy of the company:

Place: Vasai By order of the Board of Directors
Date:14th August2017 For AVI PRODUCTS INDIA LIMITED
(formerly known as AVI Photochem Limited)
Sd/-
Avinash Vora
Chairman
(DIN No. 02454059)