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Aviva Industries Ltd.

BSE: 512109 Sector: Others
NSE: N.A. ISIN Code: INE461H01011
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VOLUME 110
52-Week high 19.75
52-Week low 15.15
P/E 30.92
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.15
Sell Qty 390.00
OPEN 15.15
CLOSE 15.45
VOLUME 110
52-Week high 19.75
52-Week low 15.15
P/E 30.92
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.15
Sell Qty 390.00

Aviva Industries Ltd. (AVIVAINDUSTRIES) - Director Report

Company director report

DIRECTORS' REPORT

Your Directors take pleasure in presenting their report on the business and operationsof your Company along with audited financial statement for the year ended on 31st March2017.

Financial Performance: (Amount in Lakh)

Particulars F.Y. 2016-17 F.Y. 2015-16
Profit before Interest Depreciation and Taxation 0.71 (3.69)
Interest 0.02 0.01
Depreciation 0.00 0.00
Profit / (Loss) before Tax 0.69 (3.70)
Less: Provision for Taxation 0.00 0.00
Deferred Tax 0.00 0.00
Profit / (Loss) after Tax 0.69 (3.70)

Review of Performance

The Company has not carried out any business activities during the year. The Companyhas earned profit of Rs. 0.69 Lakh from the commission income as compared to the Loss ofRs. 3.70 Lakh for the previous year. At present the company is in idle situation andpromoters are trying to revive the company. The Board of Directors is planning to startoperations of the Company in the current financial year. Further the Company has alreadyaltered the Main object clause of the Memorandum of Association of the Company with theapproval of Shareholders. Now the Board has started working on the different division ofBusiness and is continuously making efforts to begin with the operations of the Companywhich can benefit to the Company and its stakeholders as well.

Dividend & Reserves

In view of the inappropriate profit made during the year your Directors regret torecommend any dividend for the year 2016-2017 (previous year Nil). Further no amount hasbeen transferred to any reserves. All the amount of profit incurred is transferred to thecarry forward balance of Profit and Loss Account.

Change in Nature of Business

During the year your Company has changed its business or object by altering the Mainobject clause of Memorandum of Associationof the Company by taking member s approvalthrough Postal Ballot. The new object clause of the Company has been duly registered bythe Registrar of Companies Mumbai. With the new Object clause Company is now engagedinto the business of manufacturing and trading of Glass Mosaic and Glass mosaic productsand constructions chemicals and products related thereto.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at Rs. 1800 Lakh and thepaid up capital stands at Rs. 149.9 Lakh. There has been no change in the share capitalduring the period ended 31st March 2017.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on 31st March 2017.

Board of Directors and Key Managerial Personnel Constitution of Board

During the beginning of the Financial Year 2016-17 the Board of the Company comprisedof Six Directors out of which three were Promoter Directors and three were non-promoterIndependent Directors. While at the end of the Financial Year 2017 and as on the date ofthis report the Board comprises following Directors;

No. of Committee^

Name of Director Category Cum Designation Date of Appointme nt at current designation Total Director ship in which Director is Members in which Director is Chairman No. of Shares held as on 30th June 2017
929376
Mr. Bharvin Patel Chairman and Managing Director (Promoter) 1st October 2014 5 2 - Equity Share
Mrs. Shetna Patel Non-Executive Director (Promoter) 31st March 2015 3 1 - -
Mr. Saurin Shah Independent Director 31st March 2015 1 - 2 -
Mr. Chetan Gandhi Additional (Non- Executive 31st January 2017
Independent) Director 1 1 - -

^ Committee includes Audit Committee and Stakeholders Relationship Committee across allPublic Companies and details as on 31st March 2017.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

("Listing Regulations") the Company is exempted from requirement of havingcomposition of Board as per

Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Board Meeting

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened todiscuss and decide on various business policies strategies and other businesses. TheBoard meetings are generally held at corporate office of the Company. During the yearunder review Board of Directors of the Company met 6 (Six) times viz; 28th May 2016 4thJune 2016 12th August 2016 28th October 2016 31st January 2017 and 31st March2017.

Changes in Directors Appointment:

During the year under review the Board of Directors has appointed Mr. Chetan Gandhi asan Additional (Non-Executive Independent) Director of the Company w.e.f. 31st January2017. In terms of provisions of Section 161 of the act he holds office up to the date ofensuing Annual General Meeting of the Company. A Notice under Section 160 of the act hasbeen received from himself proposing his candidature for appointment as an IndependentDirector of the Company. The Board of Directors recommend his appointment on the Board asan Independent Director of the Company to hold office for a term of five consecutive yeari.e. up to 30th January 2022 as per Section 149 of the act and resolution to that effecthas been proposed for approval of Members of the company at the ensuing Annual GeneralMeeting.

Re-appointment:

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Bharvin Patel Chairman and Managing Director of the Companyretires by rotation at the ensuring Annual General Meeting. He being eligible offershimself for re-appointment as such. The Board of

Directors recommends his appointment on the Board. Also Mr. Bharvin Patel s terms ofAppointment as a

Chairman and Managing Director of the Company expires on September 30 2017 and seeksre-appointment as a Chairman and Managing Director in the ensuing Annual General Meeting.

Resignation:

During the year under review Mr. Mahesh Patel Director and Mr. Maulik ShahIndependent Director of the Company have resigned from the Board w.e.f 15th June 2016 andMr. Keyur Mehta Independent Director of the Company has resigned w.e.f 26th September2016. The Board of Directors has placed its appreciation to Mr. Mahesh Patel Mr. MaulikShah and Mr. Keyur Mehta for rendering their services as Directors of the Company. Therelevant details as required under Regulation 36 (3) of SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015 ("SEBI Listing Regulations") of Mr. ChetanGandhi and Mr. Bharvin Patel seeking appointment and re-appointment as Director are alsoprovided in note 1 of the notice convening the annual general meeting. None of theDirector of the Company is serving as a Whole-Time Director in any Listed Company and isholding position of Independent Director in more than 3 Listed Company and none of theDirector of the Company is holding position as Independent Director in more than 7 ListedCompany. Further none of the Directors of the Company is disqualified for being appointedas Director as specified in Section 164 (2) of the Companies Act 2013.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under as ondate of this report the Company has two Non-Promoter Independent Directors in line withthe Companies Act 2013. A separate meeting of Independent Directors was held on March 312017 to review the performance of Non-Independent Directors and Board as whole and of thechairman and assess the quality quantity and timeliness of flow of information betweenCompany Management and Board. The terms and conditions of appointment of IndependentDirectors and Code for Independent Director are incorporated on the website of the Companyat www.avivaindustries.com. The Company has received necessary declaration from eachindependent director under Section 149 (7) of the Companies Act 2013 that they meet thecriteria of independence laid down in Section 149 (6) of the Companies Act 2013.

Details of Key Managerial Personnel

During the year under review the Board has appointed Mr. Hitesh Lachhwani as a CompanySecretary and Compliance Officer of the Company and Mr. Jignesh Rathod as the ChiefFinancial Officer of the Company w.e.f. 2nd May 2016. Mr. Jignesh Rathod who was actingas a Chief Financial Officer of the Company has resigned from the Company w.e.f. 24thNovember 2016.

In accordance with Section 203 of the Companies Act 2013 the Company has followingKey Managerial Personnel at the end of the financial year and as on date of the BoardReport.

1. Mr. Bharvin Patel Chairman and Managing Director

2. Mr. Hitesh Lachhwani Company Secretary and Compliance Officer

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In preparation of annual accountsfor the year ended 31st March 2017 the applicable accounting standards have beenfollowed and that no material departures have been made from the same; b) The Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended 31st March 2017 on going concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Committees of Board

Your Company has constituted several Committees in compliance with the requirements ofthe relevant provisions of applicable laws and statutes details of which are givenhereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose ofrecommending the quarterly/half yearly/ yearly financial results and the gap between twomeetings did not exceed one hundred and twenty days. Additional meeting is held for thepurpose of reviewing the specific item included in terms of reference of the Committee.The Audit Committee met four times during the financial year 2016-17 viz; 28th May 201612th August 2016 28th October 2016 and 31st January 2017. The composition of theCommittee and the details of meetings attended by its members are given below:

Number of meetings during the financial
Name of Director Liable to attend no. of meetings Held year 2016 -17 Attended
1 Mr. Keyur Mehta(1) 2 4 2
2 Mr. Maulik Shah(2) 1 4 1
3 Mr. Mahesh Patel(2) 1 4 0
4 Mr. Saurin Shah(3) 3 4 3
5 Mr. Bharvin Patel(3) 3 4 3
6 Mrs. Shetna Patel(4) 2 4 1
7 Mr. Chetan Gandhi(5) - 4 -

(1) up to 25th September 2016; (2) up to 3rd June 2016; (3) w.e.f. 4th June 2016;(4) w.e.f. 29th September 2016 to 31st January 2017; (5) w.e.f. 1st February 2017.

Further the Audit committee Comprises of the following directors as on the date of theBoard Report.

Sr. No. Name of Director Category Designation
1 Mr. Saurin Shah Non-Executive Independent Director Chairman
2 Mr. Chetan Gandhi Non-Executive Independent Director Member
3 Mr. Bharvin Patel Executive Non-Independent Director Member

Mr. Saurin Shah the Chairman of the Committee had attended last Annual General Meetingof the Company held on 23rd September 2016. Further Mr. Hitesh Lachhwani CompanySecretary is acting as a secretary of the committee. Recommendations of Audit Committeewherever and whenever given have been accepted by the Board.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company s Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.avivaindustries.com.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review three meetings were held on 28th May 201631st January 2017 and 31st March 2017 inter alia to recommend the appointment ofDirector and KMP s and to review the performance of Directors of the Company. Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Number of meetings during the financial year 2016 -17
Sr. No. Name of Director Liable to attend no. of meetings Held Attended
1 Mr. Keyur Mehta(1) 1 3 1
2 Mr. Maulik Shah(2) 1 3 1
3 Mr. Mahesh Patel(2) 1 3 0
4 Mr. Saurin Shah(3) 2 3 2
5 Mrs. Shetna Patel(4) 2 3 2
6 Mr. Bharvin Patel(4) 1 3 1
7 Mr. Chetan Gandhi(5) 1 3 1

(1) up to 25th September 2016; (2) up to 3rd June 2016; (3) w.e.f. 4th June 2016;(4) w.e.f. 29th September 2016 to 31st January 2017; (5) w.e.f. 1st February 2017.

Further the Nomination and Remuneration committee Comprises of the following directorsas on the date of the Board Report.

Sr. No. Name of Director Category Designation
1 Mr. Saurin Shah Non-Executive Independent Director Chairman
2 Mr. Chetan Gandhi Non-Executive Independent Director Member
3 Mrs. Shetna Patel Non-Executive Non-Independent Director Member

Nomination and Remuneration Policy

The Company has in order to attract motivated and retained manpower in competitivemarket and to harmonize the aspirations of human resources consistent with the goals ofthe Company and in terms of the provisions of the Companies Act 2013 devised a policy onNomination and Remuneration of Directors Key Managerial Personnel and Senior Management.Key points of the Policy are:

A. Policy on Appointment of Directors Key Managerial Personnel and Senior Management

Personnel

The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP and SeniorManagement personnel and recommend to the Board for his / her appointment.

A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

In case of appointment of Independent Director the Committee shall satisfy itself withregard to the independent nature of the Director vis--vis the Company so as to enablethe Board to discharge its function and duties effectively.

B. Policy on remuneration of Director key managerial personnel and senior managementpersonnel

The Company s remuneration policy is driven by the success and performance of theDirector KMP and Senior Management Personnel vis--vis the Company. The Company sphilosophy is to align them and provide adequate compensation with the Objective of theCompany so that the compensation is used as a strategic tool that helps us to attractretain and motivate highly talented individuals who are committed to the core value of theCompany.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.avivaindustries.com

3. Stakeholders Relationship Committee

The Company has constituted Stakeholder s Relationship Committee mainly to focus on theredressal of Shareholders / Investors Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review Stakeholders Relationship Committee met Fourtimes during the financial year 2016-17 on 28th May 2016 12th August 2016 28thOctober 2016 and31st January 2017.

The composition of the Committee and the details of meetings attended by its membersare given below:

Number of meetings during the financial year 2016 -17
Sr. No. Name of Director Liable to attend no. of meetings Held Attended
1. Mr. Keyur Mehta(1) 1 4 1
2. Mr. Bharvin Patel 4 4 4
3. Mr. Mahesh Patel(1) 1 4 0
4. Mr. Saurin Shah(2) 3 4 3
5 Mrs. Shetna Patel(2) 3 4 1

up to 3 June 2016; w.e.f. 4 June 2016.

Further the Stakeholder s Relationship Committee Comprises of the following directorsas on the date of the Board Report.

Sr. No Name of Director Category Designation
1 Mr. Saurin Shah Non-Executive Independent Director Chairman
2 Mr. Bharvin Patel Executive Non-Independent Director Member
3 Mrs. Shetna Patel Non-Executive Non-Independent Director Member

Risk Management

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same. The Company has framed aRisk Management Framework for risk assessment and risk minimization which is periodicallyreviewed to ensure smooth operation and effective management control. The Audit Committeealso reviews the adequacy of the risk management framework of the Company the key risksassociated with the business and measure and steps in place to minimize the same.

Sexual Harassment of Women at Workplace

The Company has only one woman Director and there is no other woman working in theCompany. Further there were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management foryour company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as stipulated under Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is attached and forms part of this Directors Report.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

Contracts and Arrangements with Related Parties

During the year ended 31st March 2017 the Company has not entered into any of thecontracts and arrangements with a related parties covered under section 188 of theCompanies Act 2013.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year of the Company and the dateof this report.

Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at 31st March 2017 in Form MGT-9 forms part ofthis Annual Report as Annexure 1.

Conservation of energy technology absorption and foreign exchange earnings and outgo

Since the Company was Non-operational throughout financial year 2016-17 informationrelating to conservation of energy technology and foreign earning and outgo as requiredunder Section 134(3)(m) of the Companies Act 2013 does not applies to the Company.

Particulars of the employees

The Company has not employed any employee except the Chief Financial Officer andCompany Secretary. Further details of Remuneration paid to Chief Financial Officer andCompany Secretary is provided under the extract of Annual Return in Form MGT-9 along withthe details of remuneration paid to Managing Director. Hence the information requiredunder Section 197(12) of the Companies Act 2013 and rule 5(2) and 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not givenseparately.

Internal financial control

Your Company has laid down the set of standards processes and structure which enablesto implement internal financial control across the Organization and ensure that the sameare adequate and operating effectively. To maintain the objectivity and independence ofInternal Audit the Internal Auditor reports to the Chairman of the Audit Committee of theBoard. The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the Control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board. However during the year no significantaudit observation was found.

Internal Auditor

The Board has appointed M/s. Gopal C. Shah & Co. Chartered Accountants Ahmedabadas Internal Auditor of the Company. The Internal Auditor is appointed by the Board ofDirectors of the Company on a yearly basis based on the recommendation of the AuditCommittee. The Internal Auditor reports its findings on the internal audit of the Companyto the Audit Committee on a quarterly basis. The scope of internal audit is approved bythe Audit Committee.

Statutory Auditors

Under Section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and the Board ofDirectors of the Company has recommended the appointment of M/s Shridhar Shah & Co.Chartered Accountants (FRN: 134411W) as the statutory auditors of the Company. M/sShridhar Shah & Co.Chartered Accountantswill hold office for a period of threeconsecutive years from the conclusion of the 33rd Annual General Meeting of the Companyscheduled to be held on August 24 2017 till the conclusion of 36thAnnual General Meetingto be held in the year 2020 subject to the approval of shareholders of the Company. Thefirst year of audit will be of the financial statements for the year ending March 312018 which will include the audit of the quarterly financial statements for the year.

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 Mr. Anand Lavingia Practicing Company Secretary (COP No. 11410) Ahmedabad toundertake the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report is annexed herewith as Annexure 2.

The Secretary Audit Report contains few annotations regarding non-compliance of section203(4) for filling up the vacancy caused due to resignation of Chief Financial Officerreceipt of notice of Regional Director for initiating process of Inspections and fineimposed by the BSE Limited. Your Directors state that at present the Company isinoperative and therefore amount of transactions carried out by the Company is too smalland hence the Board of Directors has not appointed Chief Financial Officer and soon goingto appoint the Chief Financial Officer. Further in respect of Inspection Procedureinitiated by Regional Directors your Directors state that the Company has already repliedto Regional Directors along with necessary documents as demanded by the Regional Director.Moreover since the Company is inoperative; the Board of Director is not able to generateany revenue resulting in to failure to pay fine to BSE Limited. The Board of Directorsstate that the Company will pay the fine as soon as generate the revenue.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were no`transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company s operations in future;

(vii) Information on subsidiary associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of theassistance and co-operation extended by Investors Bankers Business Associates andGovernment. We are deeply grateful to shareholders for their continued faith confidenceand support to the company.

For Aviva Industries Limited
Bharvin Patel
Date: July 29 2017 Chairman and Managing Director
Place: Ahmedabad DIN: 01962391