Aviva Industries Ltd.
|BSE: 512109||Sector: Others|
|NSE: N.A.||ISIN Code: INE461H01011|
|BSE LIVE 15:15 | 23 Feb||19.05||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Aviva Industries Ltd. (AVIVAINDUSTRIES) - Director Report
Company director 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 March2016.
Financial Performance: (Amount in Lakh)
Review of Performance
The Company has not carried out any business activities during the year. The Companyhas incurred Loss of Rs. 3.70 Lakh as compared to the Loss of Rs. 2.84 Lakh for theprevious year. At present the company is in idle situation and promoters are trying torevive the company.
The Board of Directors is planning to diversify the business of the Company and decidedto start operation of the Company in the current year. Further the Board has proposed thealteration of the Main object of the Company so that the Company can do the business whichcan benefit to the Company and its stakeholders as well.
Dividend & Reserves
In view of loss made during the year your Directors regret to recommend any dividendfor the year 2015-2016 (previous year Nil).
As there were no profits there was no amount transferred to any reserves. All theamount of loss incurred is adjusted against the carry forward balance of Profit and LossAccount.
Change in Nature of Business
During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company. However the Board ofDirectors of the Company has proposed the alteration of Main object of the Company formember's approval through Postal Ballot. The proposed new object if approved by theMembers will allow the company to diversify its business in new booming areas ofbusiness. 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 2016.
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 March 31 2016.
Board of Directors and Key Managerial Personnel Constitution of Board
The Board of the Company comprised Six Directors out of which three were PromoterDirectors and three were non-promoter Independent Directors as on 31st March 2016. As onthe date of this report the Board comprises following Directors;
A Committee includes Audit Committee and Shareholders' Relationship Committee acrossall Public Companies.
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 exemptedfrom requirement of having composition 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.
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 year under review Board of Directors of the Company met 6 (Six) times viz;30th May 2015 11th August 2015 14th August 2015 9th November 2015 13th February2016 and 31st March 2016.
Appointment Re-Appointment and Resignation of Directors
During the year under review there was no change in the constitution of Board.However after the closure of financial year Mr. Mahesh Patel Director and Mr. MaulikShah Independent Director of the Company have resigned from the Board w.e.f 15th June2016. The Board of Directors has placed its appreciation to Mr. Mahesh Patel and Mr.Maulik Shah for rendering their services as Directors of the Company.
In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Shetna Patel Director of the Company retires by rotation at theensuring Annual General Meeting. She being eligible seeks re-appointment as such. TheBoard of Directors recommends her appointment on the Board.
The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofMrs. Shetna Patel seeking re-appointment as Director are also provided in the Noticeconvening the annual general meeting.
None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.
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 312016 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 hasreceived necessary declaration from each independent director under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013.
Details of Key Managerial Personnel
In accordance with Section 203 of the Companies Act 2013 the Company has Mr. BharvinPatel who is acting as Managing Director of the Company. During the year under reviewthere was no appointment or resignation of Key Managerial Personnel in the Company. Afterthe closure of financial year 2015-16 the Board has appointed Mr. Hitesh Lachhwani as aCompany Secretary and Compliance Officer of the Company and Mr. Jignesh Rathod as theChief Financial Officer of the Company w.e.f. 2nd May 2016.
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.
o The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
o The board and the nomination and remuneration committee reviewed the performance ofthe 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 accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed and that no material departures havebeen made from the same;
b) The Directors had 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 profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts for the year ended 31st March 2016on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
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.
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 result 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 Five times during the financial year 2015-16 viz; 30th May 201514th August 2015 9th November 2015 13th February 2016 and 31st March 2016.
The composition of the Committee and the details of meetings attended by its membersare given below:
Further the Board of Directors in their Meeting held on 4th June 2016 hasre-constituted the Audit Committee. Accordingly the revised constitution of the Committeew.e.f. 4th June 2016 is as follows;
The Statutory Auditors and Internal Auditors of the Company are invited in the meetingof the Committee wherever requires.
Mr. Keyur Mehta the Chairman of the Committee had attended last Annual General Meetingof the Company held on 25th September 2015.
Recommendations of Audit Committee wherever and whenever given have been accepted bythe Board.
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 one meeting was held on 31st March 2016 interalia to review the performance of Director of the Company.
The composition of the Committee and the details of meetings attended by its membersare given below:
Further the Board of Directors in their Meeting held on 4th June 2016 hasreconstituted the Nomination and Remuneration Committee. Accordingly the revisedconstitution of the Committee w.e.f. 4th June 2016 is as follows;
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 ManagementPersonnel
> 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 itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the 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-a-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 attract retainand 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 2015-16 on 30th May 2015 14th August 2015 9thNovember 2015 and 13th February 2016.
The composition of the Committee and the details of meetings attended by its membersare given below:
Further the Board of Directors in their Meeting held on 4th June 2016 hasreconstituted the Stakeholder's Relationship Committee. Accordingly the revisedconstitution of the Committee w.e.f. 4th June 2016 is as follows;
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 2016 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 2016 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 2015-16 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 paid any remuneration to Managing Director or other Directors ofthe Company. Further since the Company was non-operational during the financial year2015-16 there was no employee employed throughout the financial year 2015-16 andtherefore the disclosure pertaining to provisions of Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company.
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.
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.
At the Annual General Meeting held on September 30 2014 M/s Vishves A Shah & Co.Chartered Accountants (Firm Registration No. 121356W) Ahmedabad were appointed asstatutory auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2017. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s VishvesA Shah & Co. Chartered Accountants (Firm Registration No. 121356W) Ahmedabad asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to that effect if theyare reappointed; it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
The Auditors' Report on the accounts of the Company for the accounting year ended 31stMarch 2016 is self - explanatory and do not call for further explanations or commentsthat may be treated as adequate compliance of Section 134 of the Companies Act 2013.
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. The Secretarial Audit Report for F.Y2015-16 by Mr. Anand Lavingia Practicing Company Secretary is annexed herewith asAnnexure-2.
The Secretarial Audit Report annexed herewith contains certain remarks and Observationsof Secretarial Auditor the details of which can be accessed from the Secretarial AuditReport in Form MR-3 which forms part of the Directors Report.
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.
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.