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 March 312021.
(Rs. in Lakhs)
|Particulars ||F.Y. 2020-21 ||F.Y. 2019-20 |
|Revenue from Operations ||9.50 ||0.00 |
|Other Revenues ||0.00 ||11.69 |
|Total Revenue received (A) ||9.50 ||11.69 |
|Interest/ Finance Costs ||0.36 ||1.04 |
|Depreciation ||0.00 ||0.00 |
|Employment Expenses ||3.62 ||5.32 |
|Other Expenses ||5.19 ||5.07 |
|Total Expenses (B) ||9.18 ||11.43 |
|Profit / (Loss) before Tax (A-B) ||0.32 ||0.26 |
|Less: Current Tax ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.08 |
|Profit / (Loss) after Tax ||0.32 ||0.18 |
Review of Performance
During the Year 2020-21 the Company has earned total income of Rs. 950000 from itsbusiness activities. The total expense for the year stands at Rs. 917788 Lakhs. TheCompany has earned profit of Rs. 32212 in the Financial Year 2020-2021 as compared to Rs.17753 in the Previous Year 2019-2020.
The Board of Directors has started operations of the Company in the current FinancialYear 2020-2021. The Board is continuously making efforts to expand the operations of theCompany which can benefit to the Company and its stakeholders as well.
Dividend & Reserves
In view of the inadequate profit made during the year your Directors does notrecommend any dividend for the year 2020-2021 (previous year Nil).
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. 180000000divided into 18000000 Equity Shares of Rs. 10 each and the Paid-up Share Capital stands atRs. 14990000 divided into 1499000 Equity Shares of Rs. 10 each. There has been nochange in the share capital during the period ended 31st March 2021.
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 March2021.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
During the Financial Year 2020-2021 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 Director || |
Category Cum Designation
Date of Appointment at current term
No. of CommitteeA
No. of Shares held as on 30* June 2021
|in which Director is Member ||in which Director is Chairman |
|Mr. Bharvin Patel ||Chairman and Managing Director (Promoter) ||October 1 2017 ||5 ||2 ||- ||929876 Equity Shares |
|Mrs. Shetna Patel ||Non-Executive Director (Promoter) ||September 29 2018 ||3 ||1 ||- ||- |
|Mr. Saurin Shah ||Independent Director ||April 1 2020 ||1 ||2 ||2 ||- |
|Mr. Chetan Gandhi ||Independent Director ||January 31 2017 ||3 ||1 ||- || |
''Committee includes Audit Committee and Stakeholders Relationship Committee across allPublic Companies and details as on 31s' March 2021.
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.
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.
Regular meetings of the Board are held at least once in a quarter inter-aliato reviewthe quarterly results of the Company. Additional Board meetings are convened to discussand decide on various business policies strategies and other businesses. The Boardmeetings are generally held at the corporate office of the Company situated in the Stateof Gujarat.
During the year under review Board of Directors of the Company met 6 (Six) times viz;29h June 2020 6W August 2020 2nd September 2020 9thNovember 2020 llm February 2021 and 24"' February 2021.
|Name of Director ||Mr. Bharvin Patel ||Mrs. Shetna Patel ||Mr. Saurin Shah ||Mr. Chetan Gandhi |
|Number of Board Meeting held ||6 ||6 ||6 ||6 |
|Number of Board Meetings Eligible to attend ||6 ||6 ||6 ||6 |
|Number of Board Meeting attended ||6 ||6 ||6 ||6 |
|Presence at the previous AGM ||Yes ||Yes ||Yes ||Yes |
CHANGES IN DIRECTORS
During Financial Year 2020-2021 no director was appointed.
In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Bharvin Patel Chairman & Managing Director of the Companyretires by rotation at the ensuing Annual General Meeting. He being eligible offersherself for re-appointment as such. The Board of Directors recommends her appointment onthe Board.
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 llhFebruary 2021 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. Further both the IndependentDirectors have registered themselves in the Independent Directors' Data Bank.
Details of Key Managerial Personnel
During the year under review Ms. Shivani Pathak was appointed by the Board of theCompany w.e.f. August 06m 2020 as the Company Secretary and Compliance Officerof the Company. She tendered her resignation from the post of Company Secretary andCompliance officer of the Company w.e.f. 26th March 2021. Keeping the saidfact in view the Board appointed Mr. Flarshil Joshi as a Company Secretary and ComplianceOfficer of the Company w.e.f. 26th May 2021. Further Ms. Bhavika Barot ChiefFinancial Officer of the Company resigned from her post w.e.f. August 21 2020.
In accordance with Section 203 of the Companies Act 2013 the Company has Mr. BharvinPatel as Chairman and Managing Director and Mr. Flarshil Joshi as Company Secretary andCompliance Officer.
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 31s* March 2021the 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 2021 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. The Audit Committee metfour times during the financial year 2020-2021 viz; 29h June 2020 2'dSeptember 2020 9h November 2020 and llh February 2021.
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. 2020-2021 |
|Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||A |
|Mr. Chetan Gandhi ||Non-Executive Independent Director ||Member ||a |
|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 29th September 2020.
Further Company Secretary of the Company act as a secretary of the committee.Recommendations of Audit Committee wherever and whenever given have been accepted by theBoard.
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 6th August 20202nd September 2020 and 11th February 2021 inter alia to recommend the appointment ofKMPs 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. 2020-2021 |
|Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||3 |
|Mr. Chetan Gandhi ||Non-Executive Independent Director ||Member ||3 |
|Mr. Bharvin Patel ||Executive Director ||Member ||3 |
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 KM P 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 remuneration policy is driven by the success and performance of theDirector KMP and Senior Management Personnel vis-d-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 20202021 on 29th June 2020 2"dSeptember 2020 9h November 2020 and llh February 2021. And thedetails of meetings attended by its members are given below:
|Name of Director ||Category ||Designation ||Committee meeting attended in F.Y. 2020-2021 |
|Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||4 |
|Mr. Bharvin Patel ||Chairman and Managing Director ||Member ||4 |
|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 Flarassment of Women at Workplace
The Company had one woman Director. Further there were no incidences of sexualharassment reported during the year under review in terms of the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
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 March 31 2021 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.
Web Link of Annual Return
The Annual Return for the financial year 2020-21 is available at
Particulars of the employees
The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure - A.
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.
Conservation of energy technology absorption and foreign exchange earnings and outgo
A. Conservation of Energy -
i. ) The steps taken or impact on conservation of energy: None
ii. ) The steps taken by the Company for utilizing alternate sources of energy: None
iii. ) The capital investment on energy conservation equipment: None
B. Technology Absorption -
i. ) The effort made towards technology absorption: None
ii. ) The benefit derived like product improvement cost reduction product developmentor import substitution: None
iii. ) In case of imported technology (imported duringthe last three years reckonedfrom the beginning of the financial year) -
a. The details of technology imported: None
b. The year of import: None
c. Whether the technology has been fully absorbed: None
d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: None
iv. ) The expenditure incurred on Research and Development: None
C. Foreign Exchange Earnings & Expenditure:
i.) Details of Foreign Exchange Earnings: Nil
Details of Foreign Exchange Expenditure: Nil 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.
M/s. Shridhar Shah & Co. Chartered Accountants Ahmedabad [Firm Registration No.134411W] (now known as M/s. V S S B & Associates Chartered Accountants were appointedfor a term period of 5 consecutive years from the conclusion of the 361h AnnualGeneral Meeting held on Wednesday September 29 2020 till the conclusion of the 41stAnnual 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.
However M/s. Shridhar Shah & Co. has been merged with another charteredaccountant firm i.e. M/s. Vishves A. Shah & Co. w.e.f. November 032020 and the nameof M/s. Vishves A Shah & Co. was changed to M/s. V S S B & Associates w.e.f.February 09 2021.
Looking to the provision of Section 139(2) of the Companies Act 2013 since M/s.Shridhar Shah & Co. Chartered Accountants Ahmedabad (FRN: 134411W) was merged withthe previous auditor of the Company they cannot be continued as Auditor of the Company.They have submitted their letter expressing the unwillingness.
Accordingly as per the said requirements of the Act M/s. P Singhvi & Associates.Chartered Accountants (Firm Registration No. 113602W) is proposed to be appointed asStatutory Auditors of the company for a period of 5 years commencing from the conclusionof 37th AGM till the conclusion of the 42nd AGM of the Company to be held in year 2026.
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 S Lavingia (COP No. 11410) Ahmedabad to undertake the SecretarialAudit of the Company for the financial year 2020-2021. The Secretarial Audit Report isannexed herewith as Annexure -B.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
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 2021 along with comparable as on March 31 2020.
Compliance with the provisions of SS 1 and SS 2
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively have been duly complied by yourCompany.
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.
Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport of Directors under relevant heading.
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 notransactions 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 ES0S;
(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 06 2021 ||Chairman and Managing Director |
|Place: Ahmedabad ||DIN:01962391 |