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Aviva Industries Ltd.

BSE: 512109 Sector: Others
NSE: N.A. ISIN Code: INE461H01011
BSE LIVE 14:34 | 02 Dec 20.15 -0.40
(-1.95%)
OPEN

20.15

HIGH

20.15

LOW

20.15

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 20.15
PREVIOUS CLOSE 20.55
VOLUME 100
52-Week high 28.00
52-Week low 17.75
P/E
Mkt Cap.(Rs cr) 3.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.15
Sell Qty 100.00
OPEN 20.15
CLOSE 20.55
VOLUME 100
52-Week high 28.00
52-Week low 17.75
P/E
Mkt Cap.(Rs cr) 3.02
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.15
Sell Qty 100.00

Aviva Industries Ltd. (AVIVAINDUSTRIES) - Director Report

Company director report

Your Directors take pleasure in presenting herewith Thirty First Annual Report andAudited Accounts for the year ended on 31st March 2015.

State of Affairs of the Company

(Amt. in Lacs)

Year ended March 31 2015 Year ended March 31 2014
Profit before Interest Depreciation and Taxation (2.84) (0.42)
Interest 0.00 0.00
Depreciation 0.00 0.02
Profit / (Loss) before Tax (2.84) (0.44)
Provision for Taxation 0.00 0.00
Deferred Tax 0.00 0.00
Profit / (Loss) after Tax (2.84) (0.44)

Review of Performance

Company has not carried on any business activities during the year. Company hasincurred Loss of Rs. 2.84 Lacs as compared to the Loss of Rs. 0.44 Lacs for the previousyear. At present the company is in idle situation and promotes are trying to revive thecompany.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at Rs. 180000000 andthe paid up capital stand at Rs. 14990000. There has been no change in the sharecapital during the period ended 31st March 2015.

Particulars of Loans Guarantees and Investments

During the year ended 31st March 2015 company has not given any LoansGuarantees and/or made any Investments covered under the provisions of Section 186 of theCompanies Act 2013.

Contracts and Arrangements with Related Parties

During the year ended 31st March 2015 company has not entered into anyContracts and/or arrangements with related parties covered under section 188 of theCompanies Act 2013.

Dividend

In the absence of profit your directors are unable to declare any dividend for theperiod 2014-2015.

Fixed Deposits

Your Company has not accepted any fixed deposits from the public and the provisions ofSection 73 of the Companies Act 2013 are not applicable.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Risk Management Policy

The Company has developed and implemented Risk Management Policy. In the opinion of theBoard there is no any risk which may threaten the existence of the company.

Policy on Prevention of Sexual Harassment

The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.

Corporate Social Responsibility

Company was not required to formulate policy on Corporate Social Responsibility as yourcompany is not falling with the provisions of Section 135 of Companies Act 2013.

Number of Meetings of the Board

The Board met six times during the financial year the details of which are given inthe Corporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

Disclosures Under Section 134(3)(l) of the Companies Act 2013

There were no any material changes and commitments occurred between the end of theperiod of the Company and date of this report which can affect the financial position ofthe Company.

Directors

In accordance with the Articles of Association of the Company Mr. Maheshbhai Patel isliable to retire by rotation at the ensuing Annual General meeting and being eligibleoffer himself for reappointment.

During the period the Board of Directors had appointed Mr. Saurin Shah as an AdditionalDirector (Independent) of the Company w.e.f. 31st March 2015. The Company has received anotice from a member proposing appointment of Mr. Sauirn Shah as an Independent Director.The Board recommends passing of the resolution appointing Mr. Saurin Shah as anIndependent Director of the Company for a period up to March 30 2020 not liable toretire by rotation

To comply with the requirements of Section 149(1) of the Companies Act 2013 read withamended Listing Agreement Mrs. Shetna Patel was appointed as an Additional Non ExecutiveWoman Director on the board of the Company with effect from 31st March 2015. The Companyhas received a notice from a member proposing appointment of Mrs. Shetna Patel. The Boardrecommends passing of the resolution appointing Mrs. Shetna Patel as regular Director ofthe company liable to retire by rotation.

The Company has received declarations from all the independent directors confirmingthat they meet with the criteria of independence as prescribed both under sub-section (6)of section 149 of Companies Act 2013 and under Clause 49 of the Listing Agreement withthe Stock Exchanges.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Risk management and Stakeholder Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the period ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Note: 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2015 and of the profit of the Company for theperiod ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2014-15. A separate declaration to this effect is made out inthe Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement theBoard of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policyinter-alia provides a direct access to the Chairman of the Audit Committee. Your Companyhereby affirms that no Director/ employee has been denied access to the Chairman of theAudit Committee and that no complaints were received during the year.

Details of Subsidiary / Joint Ventures / Associates

Company has not any subsidiary company / Joint Ventures / Associates.

Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo

Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in the "Annexure-A"attached hereto and forms part of this Report.

Statutory Auditors

At the Annual General Meeting held on September 30 2014 M/s Vishves A. Shah &Co.Chartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s Vishves A. Shah & Co. Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Shah & Santoki Associates Practicing Company Secretaries Ahmedabad toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "Annexure B".

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE). TheCompany has paid the annual listing fees for the year 2014-15.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of thecompany regarding compliance of conditions of Corporate Governance as stipulated underclause 49 of the Listing Agreement together with the Management Discussion and Analysis ofthe financial position of the company forms part of the Annual Report.

Particulars of the employees

In terms of provisions of Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed as per "Annexure C".

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 are annexedherewith as "Annexure D".

Explanation to the Qualifications in Auditor's Report and Secretarial Audit Report

There are no qualifications or adverse remarks in the Auditor's Report.

Acknowledgment

Your company & Directors wish to place on record their appreciation of theassistance and cooperation extended by Investors Bankers Customers Business AssociatesSuppliers and Government. We are deeply grateful to shareholders for their continuedfaith confidence and support to the company. The Directors wishes to place on record itsappreciation of sincere and dedicated work of employees at all levels which has largelycontributed to the present growth of the Company.

For and on behalf of the Board
Place : Ahmedabad Bharvin Patel (DIN: 01962391)
Date : August 11 2015 Managing Director

Annexure ‘A' to the Directors' Report

Conservation of energy technology absorption and Foreign exchange earnings and outgo [Section134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies (Accounts)Rules 2014]

(A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy : It mainly includesselection and installation of energy efficient equipments and energy saving devices.

(ii) the steps taken by the company for utilising alternate sources of energy : None

(iii) the capital investment on energy conservation equipments : Nil

(B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption : None

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution : N.A.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported : None

(b) the year of import : N.A.

(c) whether the technology been fully absorbed : N.A.

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

(iv) the expenditure incurred on Research and Development : Nil

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings : Rs. Nil

Foreign Exchange Outgoes : Rs. Nil

For and on behalf of the Board
Place : Ahmedabad Bharvin Patel (DIN: 01962391)
Date : August 11 2015 Managing Director

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