Your Directors take pleasure in presenting their report on the business and operationsof your Company along with Audited Financial Statements for the year ended on 31stMarch 2020.
(Rs. in Lakhs)
|Particulars ||F.Y. 2019-20 ||F.Y. 2018-19 |
|Revenue from Operations ||0.00 ||0.00 |
|Other Revenues ||11.69 ||17.44 |
|Total Revenue received (A) ||11.69 ||17.44 |
|Interest/ Finance Costs ||1.04 ||0.08 |
|Depreciation ||0.00 ||0.00 |
|Employment Expenses ||5.32 ||4.79 |
|Other Expenses ||5.07 ||4.10 |
|Total Expenses (B) ||11.43 ||8.97 |
|Profit / (Loss) before Tax (A-B) ||0.26 ||8.47 |
|Less: Current Tax ||0.00 ||0.00 |
|Deferred Tax ||0.08 ||0.00 |
|Profit / (Loss) after Tax ||0.18 ||8.47 |
Review of Performance
The Company has not carried out any business activities during the year. The Companyhas earned profit of Rs. 26 190 in the Financial Year 2019-2020 as compared to Rs.847472 in the Previous Year 2018-2019 from the Other Sources of income by way ofInterest and Commission Income. At present the company is in idle situation and promotersare trying to revive the company. The increase in the Employment expenses is due to thecontinuous efforts of the employee to kick-start the Business Activities and payments madein that name to them.
The Board of Directors is planning to start operations of the Company in the upcomingyears. The Board has started working on the Business and is continuously making efforts tobegin with the operations of the Company which can benefit to the Company and itsstakeholders as well.
Dividend & Reserves
In view of the inadequate profit made during the year your Directors regret torecommend any dividend for the year 2019-2020.
Transfer to Reserve
Further no amount has been transferred to any reserves. All the amount of profitincurred is carried forward to the Profit and Loss Account.
Change in Nature of Business
During the year under review there is no change in the Nature of business activitiescarried out by the Company.
Changes to Share Capital
At present the Authorized Share Capital of the Company stands at Rs. 1800 Lakhs and thePaid-up Share Capital stands at Rs. 149.9 Lakhs. There has been no change in the sharecapital during the period ended 31st March 2020.
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 31stMarch 2020.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
During the Financial Year 2019-2020 the Board of the Company comprised of FourDirectors out of which two were Promoter Directors and two were non-promoter IndependentDirectors. The Directors comprised by the Board of the Company as on the date of thisReport is as follows:
|Name of ||Category Cum ||Date of ||Date of ||Total || |
No. of Committee"
|No. of Shares held as on 30th June 2020 |
|Director ||Designation ||Appointment at current term ||Appointment ||Directors hip ||in which Director is Member ||in which Director is Chairman || |
|Mr. Bharvin Patel ||Chairman and Managing Director (Promoter) ||1st October 2017 ||30th April 2010 ||5 ||2 || ||929876 Equity Shares |
|Mrs. Shetna Patel ||Non-Executive Director (Promoter) ||29th September 2018 ||31st March 2015 ||3 ||1 || || |
|Mr. Saurin Shah ||Independent Director ||1st April 2020 ||31st March 2015 ||1 ||- ||2 ||- |
|Mr. Chetan Gandhi ||Independent Director ||31st January 2017 ||31st January 2017 ||3 ||1 ||- ||- |
Committee includes Audit Committee and Stakeholders Relationship Committeeacross all Public Companies and details as on 31st
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 the corporate office of the Company situated in theState of Gujarat.
During the year under review Board of Directors of the Company met 5 (Five) times viz;22nd April 2019 27th May 2019 14th August 2019 11thNovember 2019 and 12th February 2020.
CHANGES IN DIRECTORS
During Financial Year 2019-2020 no director was appointed.
In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Shetna Bharvin Patel Non-Executive Director of the Companyretires by rotation at the ensuing Annual General Meeting. She being eligible offersherself for re-appointment as such. The Board of Directors recommends her appointment onthe Board.
During the year under review no Director has resigned from the Company.
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 Companies.
None of the Director of the Company is holding position as Independent Director in morethan 7 Listed Companies. Further none of the Directors of the Company is disqualified forbeing appointed as a Director pursuant to 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 12thFebruary 2020 to review the performance of Non-Independent Directors and Board as wholeand of the chairman and assess the quality quantity and timeliness of flow of informationbetween Company Management and Board. The terms and conditions of appointment ofIndependent Directors and Code for Independent Director are incorporated on the website ofthe Company at www.avivaindustries.com.
The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.
Details of Key Managerial Personnel
During the year under review Ms. Ayushi Soni who was acting as a Company Secretary andCompliance Officer of the Company tendered her resignation w.e.f. 06th April2019. Keeping the said fact in view the Board appointed Ms. Monali Thaker as a CompanySecretary and Compliance Officer of the Company w.e.f. 22nd April 2019.Further Ms. Monali Thaker tendered her resignation from the Company w.e.f. 06thNovember 2019.
Further during the year under review Ms. Bhavika Barot was appointed as the ChiefFinancial Officer of the Company w.e.f. 22nd April 2020. She tendered herresignation from the Company w.e.f. 22nd August 2020 After completion of theFinancial Year 2019-2020 Ms. Shivani Pathak has been appointed by the Board of theCompany w.e.f. August 06th 2020 as the Company Secretary and ComplianceOfficer of the Company.
In accordance with Section 203 of the Companies Act 2013 the details of changes in aKey Managerial Personnel at the end of the financial year and as on date of the BoardReport are as follows:.
1. Mr. Bharvin Patel - Chairman and Managing Director
2. Ms. Bhavika Barot - Chief Financial Officer (Appointed w.e.f 22nd April2019 and Resigned w.e.f. 22nd August 2020)
3. Ms. Shivani Pathak- Company Secretary and Compliance Officer (Appointed w.e.f. 06thAugust 2020)
4. Ms. Monali Thaker - Company Secretary and Compliance Officer (Appointed w.e.f 22ndApril 2019 and Resigned w.e.f. 06th November 2019)
5. Ms. Aayushi Soni - Company Secretary and Compliance Officer (Resigned w.e.f 6thApril 2019)
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 accounts for the year ended 31st March 2020the applicable accounting standards have been followed and that no material departureshave been 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 31stMarch 2020 on 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 results and the gap between twomeetings did not exceed one hundred and twenty days. The Audit Committee met four timesduring the financial year 2019-2020 viz; 27th May 2019 14thAugust 2019 11th November 2019 and 12th February 2020.
The composition of the Committee and the details of meetings attended by its membersare given below:
|Name of Director ||Category ||Designation ||Committee meeting attended in the F.Y. 2019-2020 |
|1 Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||4 |
|2 Mr. Chetan Gandhi ||Non-Executive Independent Director ||Member ||3 |
|3 Mr. Bharvin Patel ||Executive Non-Independent Director ||Member ||4 |
Mr. Saurin Shah the Chairman of the Committee had attended last Annual General Meetingof the Company held on 28th September 2019.
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 at www.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 two meetings were held on 22ndApril 2019 and 11th November 2019 inter alia to recommend the appointment ofDirector and KMPs and to review the performance of Directors of the Company.
The composition of the Committee and the details of meetings attended by its membersare given below:
|Name of Director ||Category ||Designation ||Committee meeting attended in the F.Y. 20192020 |
|1 Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||2 |
|2 Mr. Chetan Gandhi ||Non-Executive Independent Director ||Member ||2 |
|3 Mrs. Shetna Patel ||Non-Executive Non-Independent Director ||Member ||2 |
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 satisfyitself with regard to the independent nature of the Director vis-a-vis the Company so asto enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director key managerial personnel and senior managementpersonnel
The Company remuneration policy is driven by the success and performance of theDirector KMP and Senior Management Personnel vis-a-vis the Company. The Companyphilosophy 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 Stakeholders 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 2019-2020 on 27th May 2019 14thAugust 2019 11th November 2019 and 12th February 2020.Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:
|Name of Director ||Category ||Designation ||Committee meeting attended in F.Y. 2019-2020 |
|1 Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||4 |
|2 Mr. Bharvin Patel ||Chairman and Managing Director ||Member ||4 |
|3 Mrs. Shetna Patel ||Non-Executive Non-Independent Director ||Member ||4 |
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 had only one woman Director and only two women working in the Companyduring the Financial Year 2019-2020. Further there were no incidences of sexual harassmentreported during the year under review in terms of the provisions of the Sexual Harassmentof 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 2020 the Company has not entered into anyof the contracts 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 2020 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 2019-2020 informationrelating to conservation of energy technology and foreign earning and outgo as requiredunder Section 134(3) (m) of the Companies Act 2013 does not apply to the Company.
Particulars of the employees
The Company has not employed any employee except Company Secretary and Chief FinancialOfficer. Further details of Remuneration paid to Company Secretary and CFO is providedunder the extract of Annual Return in Form MGT-9 along with the details of remunerationpaid to Managing Director.
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. Vishves A. Shah & Co. Chartered AccountantsAhmedabad as Internal Auditor of the Company. The Internal Auditor is appointed by theBoard of Directors of the Company on a yearly basis based on the recommendation of theAudit Committee. The Internal Auditor reports its findings on the internal audit of theCompany to the Audit Committee on a quarterly basis. The scope of internal audit isapproved by the Audit Committee.
M/s Shridhar Shah & Co. Chartered Accountants Ahmedabad [Firm Registration No.134411W] were appointed as Statutory Auditors of your Company at the 33rdAnnual General Meeting held on August 24 2017 for a term of three consecutive years fromconclusion of 33rd Annual General Meeting till the conclusion of Thirty sixthAnnual General Meeting.
M/s Shridhar Shah & Co. on completion of the 1st term of not more than5 years and being eligible for reappointment for another term seeks re-appointment for aterm period of 5 consecutive years from the conclusion of the 36th AnnualGeneral Meeting held on Wednesday 29th September 2020 till the conclusion ofthe 41st Annual General Meeting to be held in the Year 2025.
The Board has duly reviewed the Statutory Auditors Report on the Accounts. Theobservations and comments appearing in the Auditors Report are self-explanatory and donot call for any further explanation / clarification by the Board of Directors as providedunder section 134 of the Act.
Indian Accounting Standards (Ind AS) - IFRS Converged Standards
Your Company had adopted Ind AS with effect from April 1 2017 pursuant to Ministry ofCorporate Affairs notification dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Your Company has provided Ind AS Financials for the yearended March 31 2020 along with comparable as on March 31 2019 and Opening Statement ofAssets and Liabilities as on April 1 2019.
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 Ms. Payal Dhamecha Practicing Company Secretary (COP No. 20411) Ahmedabad toundertake the Secretarial Audit of the Company for the financial year 2019-2020. 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 Company Secretary receiptof notice of Regional Director for initiating process of Inspections fine imposed by theBSE Limited and not taking special efforts through their RTAs to send the letter underRegistered/Speed post to the holders of physical certificates.
- Your Directors state that at present the Company is inoperative and moreover theCompany could also not complete the requirement of Appointment of Company Secretary duringthe past few months due to the impact of COVID-19 on the Business activities. Hence theBoard of Directors had not appointed Company Secretary during the financial year 2019-2020and on August 06 2020 Ms. Shivani Anish Pathak is appointed as Company Secretary of theCompany.
- Further in respect of Inspection Procedure initiated by Regional Directors yourDirectors state that the Company has already replied to Regional Directors along withnecessary documents as demanded by the Regional Director.
- Moreover since the Company is inoperative; the Board of Director is not able togenerate any revenue resulting in to failure to pay fine to BSE Limited. The Board ofDirectors state that the Company will pay the fine as soon as generate the revenue.
- The Company is already in process to send the letters to the holders of physicalcertificates appraising them about the amendment and sensitize them about the impact ofthe regulation on the transfer of shares held by them in physical form.
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.
| ||For AVIVA INDUSTRIES LIMITED |
| ||Bharvin Patel |
|Date: September 02 2020 ||Chairman and Managing Director |
|Place: Ahmedabad ||DIN: 01962391 |