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AVI Products India Ltd.

BSE: 523896 Sector: Others
NSE: N.A. ISIN Code: INE316O01021
BSE 00:00 | 19 May 32.60 -1.70
(-4.96%)
OPEN

34.30

HIGH

34.30

LOW

32.60

NSE 05:30 | 01 Jan AVI Products India Ltd
OPEN 34.30
PREVIOUS CLOSE 34.30
VOLUME 4
52-Week high 83.50
52-Week low 13.04
P/E 50.15
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 34.30
CLOSE 34.30
VOLUME 4
52-Week high 83.50
52-Week low 13.04
P/E 50.15
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AVI Products India Ltd. (AVIPRODUCTS) - Director Report

Company director report

To

The Shareholders

Your directors have pleasure in presenting the 32nd Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31st March2021

FINANCIAL RESULTS:

Your Company's financial performance for the year ended 31st March 2021 is summarizedbelow:

Particulars For the Year ended on 31.03.2021 For the Year ended on 31.03.2020
Total Income 25487165 41574019
Total Expenditure 24812236 40119181
Profit/(Loss) before taxation 674930 1454838
Provision for Tax 105290 226955
Profit/(Loss) after Taxation 569640 1227883
Earning per equity share (Basic & Diluted) (Face Value of Rs. 10/- each) 0.55 1.18

WORKING RESULTS AND STATE OF COMPANY'S AFFAIRS:

The company is doing trading business in Dental products & Food and Beverages. Thecompany having entered into the Food & Beverages business is promoting its live Icecream brand "IFRUIT" through a franchisee arrangement. The company has madesubstantial business in this activity and is targeting to reach 200 franchisees in thenext 2 years. During the year the Company has a profit of Rs.569640/- against a profit ofRs. 1227883/-in the previous year.

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.

DIVIDEND DISTRIBUTION POLICY:

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

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. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.

RESERVE:

No amount as been transferred to the General Reserve during the year.

SHARE CAPITAL:

The Issued Subscribed and paid-up equity capital of your company as on March 31 2021stood at Rs. 10440220/- comprising of 1044022 Equity shares of Rs.10/-each during theyear under review.

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 Vora Managing Director retires by rotationat 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 brief profile and other relatedinformation of Mr. Avinash Vora Managing 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 2021the following are the Key Managerial Personnel (KMP) of the Company:

1. Mr.Avinash D. Vora : Chairman and Managing Director
2. Ms. Vaishali Rathod : Company Secretary
3. Mr. Vikram Vora : Whole- Time Director
4. Ms. Hemali Patel : Chief Financial Officer

BOARD MEETINGS:

During the year under review 4 (Four)meetings were held. The dates of the meetings are31st July 2020 14th September 202012th November 2020and 6th February 2021 Attendance of Directors at the Board Meeting is asunder:

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

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 2020-2021 the Audit Committee met four times. The Meetings wereheld are 31st July 2020 14th September 2020 12thNovember 2020 6th February 2021.

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 2020-2021 the Nomination and Remuneration Committee met one time.The Meetings was held on 14th September 2020.

Attendance of Nomination and Remuneration Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
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 2020-2021 the Stakeholders Relationship Committee met Fourtimes. The Meetings were held on 24th June 2020 25th September2020 23rd December 2020 and 30th March 2021.

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

ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as aBoard in order to identify its strengths and areas in which it may improve itsfunctioning. To that end the Nomination and Remuneration Committee has established theprocess for evaluation of performance of all the Directors and the Board includingCommittees. The Company has devised a Policy for performance evaluation of all theDirectors the Board and the Committees which includes criteria and factors forperformance evaluation. The appointment/re-appointment /continuation of Directors on theBoard shall be based on the outcome of evaluation process.

The Directors expressed their satisfaction with the evaluation process.

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 Board ofDirectors has delegated the Audit Committee authority to monitor the Risk ManagementPolicy including (a) Overseeing and approving the

Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. We affirm that all risk managements are monitored andresolved as per the process laid out in the policy.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of directors and recommends to theBoard a 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 remuneration isreasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully;

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

c) The committee shall also ensure that the remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany 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 key managerialpersonnel and senior management.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the VigilMechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board ofDirectors of the Company in appropriator exceptional cases. Details of the VigilMechanism policy are made available on the Company's website www.aviphoto.in

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuantto 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 31ST March2021 the applicable accounting standards have been followed along with proper explanationrelating to 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 provisionsof all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were operatingeffectively and no reportable material weakness in the design or operations were observed.

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.

AUDITORS:

M/s. N.K Jalan& Co Chartered Accountants (Firm Registration No.104019W) Mumbai were appointed as statutory auditor of the company in the 31st Annual GeneralMeeting of the company held in the year 2020 they are holding office of the auditor uptothe conclusion of the 36th Annual General Meeting.

M/sN.K Jalan& Co Chartered Accountants (Firm Registration No.104019W) haveconfirmed that they are not disqualified to continue as the statutory auditor of theCompany for the financial year 31.3.2022 in terms of the provisions of the proviso toSection 139(1) Section 141(2) and Section 141(3) of the Act and the provisions of theCompanies (Audit and Auditors) Rules 2014 and their firm is also peer reviewed.

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.

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 Board hadre-appointed M/s. Anish Gupta& Associates Company Secretaries as Secretarial Auditorfor conducting Secretarial Audit of your Company for the financial year 31.03.2021. TheSecretarial Audit Report issued by the Secretarial Auditor M/s. Anish Gupta&Associates for the financial year 31.03.2021 is annexed herewith as "AnnexureA" to this report.

SECRETARIAL AUDITORS' OBSERVATIONS:

The Secretarial Auditor of the Company has given unqualified report during the yearunder review.

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.15834667.80/-as on Financial Year ending 31st March 2021therefore the provisions relating to Corporate Governance Report are not applicable tothe Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12of the Companies (Management and Administration) Rules 2014 the Annual Return isavailable www.aviphoto.in.

RELATED PARTIES TRANSACTIONS:

During FY 2020-2021 All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large Suitable disclosures as required under AS-18have been made in the Notes to the financial statements.

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.

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 ofManagerial Personnel) Rules 2014 regarding remuneration of Directors KeyManagerial Personnel and other related disclosures is given as "Annexure C" tothis 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 2019-20 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

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 ends of the financial year.

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.

DISCLOSURES REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORK PLACEPREVENTION PROHIBITION & 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' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide the procedurefor the redressal of complaints pertaining to sexual harassment thereby providing a safeand healthy work environment. Internal Committees have been set up to redresscomplaint(s)regarding sexual harassment. During the year under review no case of sexualharassment was reported.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

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

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.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor have reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against your Company by its officers and employeesdetails of which would need to be mentioned in the Board's Report.

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.

OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Your Company has not issued any shares with differential voting.

• Your Company has not issued any sweat equity shares.

• There was no revision in the financial statements.

• There has been no change in the nature of business of your Company.

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 co-operation and assistance.

By order of the Board of Directors
For AVI PRODUCTS INDIA LIMITED
(formerly known as AVI Photochem Limited)
Sd/-
Avinash Vora
Chairman
(DIN No.02454059)
Place: Vasai
Date: August 12th 2021

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