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AVI Products India Ltd.

BSE: 523896 Sector: Others
NSE: N.A. ISIN Code: INE316O01021
BSE 00:00 | 09 Dec AVI Products India Ltd
NSE 05:30 | 01 Jan AVI Products India Ltd
OPEN 20.00
PREVIOUS CLOSE 20.00
VOLUME 5
52-Week high 21.75
52-Week low 19.70
P/E 11.76
Mkt Cap.(Rs cr) 2
Buy Price 19.70
Buy Qty 90.00
Sell Price 19.00
Sell Qty 205.00
OPEN 20.00
CLOSE 20.00
VOLUME 5
52-Week high 21.75
52-Week low 19.70
P/E 11.76
Mkt Cap.(Rs cr) 2
Buy Price 19.70
Buy Qty 90.00
Sell Price 19.00
Sell Qty 205.00

AVI Products India Ltd. (AVIPRODUCTS) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the 30thAnnual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch2019

FINANCIAL RESULTS:

Your Company's financial performance for the year ended 31st March 2019 is summarisedbelow:

Particulars For the Year ended on 31.03.2019 For the Year ended on 31.03.2018
Total Income 34449582 36029342
Total Expenditure 33212721 34754766
Profit/(Loss) before taxation 1236860 1274576
Provision for Tax 237972 140300
Profit/(Loss) after Taxation 998888 1134276
Earning per equity share (Basic & Diluted) (Face Value of Rs. 10/- each) 0.96 1.09

WORKING RESULTS AND STATE OF COMPANY'S AFFAIRS:

The company is doing trading business in Dental products and ecommerce.The companyhaving entered into the Food & Beverages business is promoting its live Ice creambrand "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. 1236860/- against a profitof Rs.1274577/- 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 is 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 andpaid-upequity capital of your company as on March 31 2019stood at Rs. 10440220/- comprising of 1044022Equity 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 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 brief profile and other relatedinformation of Mr. Avinash D. Vora ManagingDirector 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 31stMarch 2019the 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 (resigned w.e.f. 5thMay 2019)
3. Ms. Bhavna K. Patel : Company Secretary (resigned w.e.f.5thMay 2019)
4. Mr. Vikram Vora : Whole- Time Director

Mr. Kamlesh Mehta Chief Financial officer and Ms. Vaishali Rathod Company Secretaryappointed on 14.06.2019 in place of Ms. Dimple P. Vyas Chief Financial officer and Ms.Bhavna K. Patel Company Secretaryto fill thecasual vacancy caused by their resignation.

BOARD MEETINGS:

During the year under review 4(Four) meetings were held. The dates of the meetings are30thMay 2018 14th August 2018 5th November 2018 17thDecember 2018 11thFebruary 2019 28th February 2019 and 28thMarch 2019.The maximum intervalbetweenanytwoconsecutiveBoardMeetingsdidnotexceed 120days.

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 7of 7
2 Mr. Vikram A. Vora 7 of 7
3 Mr. Pradeep H. Joshi 7 of 7
4 Mr. Pradeep Kumar 7 of 7
5 Mrs. Daksha N. Vora 7 of 7

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 2017-2018 the Audit Committee met four times. The Meetings wereheld on 30thMay 2018 14thAugust 2018 5thNovember2018 17thDecember 2018 and 11th February 2019.

Attendance of Audit Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 5/5
2 Mr. Pradeep H. Joshi 5/5
3 Mr. Avinash D. Vora 5/5

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 2018-2019 the Nomination and Remuneration Committee met onetime. The Meetings was held on 13thAugust 2018.

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 2018-2019 the Stakeholders Relationship Committee met Fourtimes. The Meetings wereheld on 24thJune 2018 25thSeptember 201822ndDecember 2018 and 30thMarch 2019.

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 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.

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 riskmanagementframework; and (b) Overseeing that all the risks that the organization faces suchasstrategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks. Weaffirm that all risk managements are monitored and resolved as per the process laid outin 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 safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. Details of the Vigil Mechanism policy are made available on theCompany's website www.aviphoto.in

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 31STMarch2019 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 operation 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. S. Shah & Associates Chartered Accountants were appointed as statutoryauditor of the company in the 25th Annual General Meeting of the company heldin the year 2014 they are holding office of the auditor upto the conclusion of the 30thAnnual General Meeting and hence would retire as their term would be expiring at theforthcoming 30th Annual General Meeting.

M/s. J.H. Ghumara & Co Chartered Accountants (Firm Registration No. 103185W)Chartered Accountants (CAs) Mumbai is proposed to be appointed as statutory auditors ofthe Company for financial year 2019-20 at the 30THAnnual General Meeting (AGM)of the Company held on September 28 2019 for the consecutive five(5) years till theconclusion of 35th Annual General Meetingto be held in the year 2024.

M/s. J.H. Ghumara & Co Chartered Accountants (Firm Registration No. 103185W) haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limit specified under Section 141(3)(g) of the Act. They have confirmed thatthey are not disqualified to be appointed as statutory auditor in terms of the provisionsof the proviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and theprovisions of the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors have recommended the appointment of M/s.J.H. Ghumara & Co Chartered Accountants (Firm Registration No. 103185W)as statutoryauditors of the Company from the conclusion of the 30th AGM till the conclusionof 35th AGM to the shareholders.

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 hasre-appointed M/s. Anish Gupta& Associates Company Secretaries as Secretarial Auditorfor the financial year 31.3.2019 for conducting Secretarial Audit of your Company for thefinancial year 31.3.2019. TheSecretarial Audit Report issued by the Secretarial AuditorM/s. Anish Gupta &Associatesfor the financial year 31.3.2019is annexedherewithas"Annexure A" to this report.

SECRETARIAL AUDITORS' OBSERVATIONS:

1. The Company has yet to file MGT-14 for passing resolution under section 179 of theCompanies Act 2013. – The company will file the same in due course.

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.13975972 /- as on Financial Year ending 31stMarch 2019 thereforethe provisions relating to Corporate Governance Report are not applicable to the 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 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 this Report.

RELATED PARTIES TRANSACTIONS:

During FY 2018-19 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 underAS-18 have 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 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 2018-19 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 end 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 concernstatus 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 Companies Act 1956. The details of the penalty imposed by the NCLT ismentioned in the MGT-9 of the Directors Report.

DISCLOSUREAS REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN ATWORKPLACE(PREVENTION 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' 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.

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 DICLOSURES:

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)
Place: Vasai Sd/-
Date:14th August2019 Avinash Vora
Chairman
(DIN No. 02454059)