Your Directors take pleasure in presenting their report on the business and operationsof your Company along with audited financial statement for the year ended on 31st March2019.
(Rs. in Lakh)
|Particulars ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Profit before Interest Depreciation and Taxation ||8.55 ||2.64 |
|Interest ||0.08 ||0.18 |
|Depreciation ||0.00 ||0.00 |
|Profit / (Loss) before Tax ||8.47 ||2.46 |
|Less: Provision for Taxation ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.00 |
|Profit / (Loss) after Tax ||8.47 ||2.46 |
Review of Performance
The Company has not carried out any business activities during the year. The Companyhas earned profit of Rs. 8.47 Lakh from the commission & Interest income as comparedto the Profit of Rs. 2.46 Lakh for the previous year. At present the company is in idlesituation and promoters are trying to revive the company. The Board of Directors isplanning to start operations of the Company in the current financial year. Further theCompany has already altered the Main object clause of the Memorandum of Association of theCompany with the approval of Shareholders. Now the Board has started working on thedifferent division of Business and is continuously making efforts to begin with theoperations of the Company which can benefit to the Company and its stakeholders as well.
Dividend & Reserves
In view of the inappropriate profit made during the year your Directors regret torecommend any dividend for the year 2018-19 (previous year Nil). Further no amount hasbeen transferred to any reserves. All the amount of profit incurred is transferred to thecarry forward balance of Profit and Loss Account.
Change in Nature of Business
During the year the Company has not changes its business activities. However yourCompany has changed its business or object by altering the Main object clause ofMemorandum of Association of the Company by taking members approval through Postal Ballotin previous year. The new object clause of the Company has been duly registered by theRegistrar of Companies Mumbai.
Changes to Share Capital
At present the Authorized Share Capital of the Company stands at Rs. 1800 Lakh and thepaid up capital stands at Rs. 149.9 Lakh. There has been no change in the share capitalduring the period ended 31st March 2019.
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 March 2019.
Board of Directors and Key Managerial Personnel Constitution of Board
At the beginning of the Financial Year 2018-19 the Board of the Company comprised ofFour Directors out of which two were Promoter Directors and two were non-promoterIndependent Directors. While at the end of the Financial Year 2019 and as on the date ofthis report the Board comprises following Directors;
| || || || || |
No. of Committee^
|Name of Director ||Category Cum Designation ||Date of Appointment at current term ||Total Directo rship ||in which Director is Members ||in which Director is Chairman ||No. of Shares held as on 30th June 2019 |
| || || || || || ||929876 |
|Mr. Bharvin Patel ||Chairman and Managing Director (Promoter) ||1st October 2017 ||5 ||2 ||- ||Equity Share |
|Mrs. Shetna Patel ||Non-Executive Director (Promoter) ||31st March 2015 ||3 ||1 ||- ||- |
|Mr. Saurin Shah ||Independent Director ||31st March 2015 ||1 ||- ||2 ||- |
|Mr. Chetan Gandhi ||Independent Director ||31st January 2017 ||1 ||1 ||- ||- |
Committee includes Audit Committee and Stakeholders Relationship Committee across allPublic Companies and details as on 31st March 2019. The composition of Board complieswith the requirements of the Companies Act 2013. Further in pursuance of Regulation15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") the Company is exempted from requirement of havingcomposition of Board as per Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.
Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened todiscuss and decide on various business policies strategies and other businesses. TheBoard meetings are generally held at corporate office of the Company. During the yearunder review Board of Directors of the Company met 4 (Four) times viz; 28th May 201807th August 2018 25th October 2018 and 30th January 2019.
Changes in Directors Appointment:
During the year under review 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 ensuring Annual General Meeting. He being eligible offershimself 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 Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.
In terms of Section 149 of the Companies Act 2013 and rules made there under as ondate of this report the Company has two Non-Promoter Independent Directors in line withthe Companies Act 2013. A separate meeting of Independent Directors was held on January30th 2019 to review the performance of Non-Independent Directors and Board as whole andof 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 declarationfrom each independent director under Section 149 (7) of the Companies Act 2013 that theymeet the criteria of independence laid down in Section 149 (6) of the Companies Act 2013.
Details of Key Managerial Personnel
During the year under review the Board has appointed Ms. Monali Thaker as a CompanySecretary and Compliance Officer of the Company w.e.f. 22nd April 2019. Ms. Ayushi Soniwho was acting as a Company Secretary and Compliance Officer of the Company has resignedfrom Company w.e.f. 6th April 2019. In accordance with Section 203 of the Companies Act2013 the Company has following Key Managerial Personnel at the end of the financial yearand as on date of the Board Report.
1. Mr. Bharvin Patel Chairman and Managing Director
2. Ms. Bhavika Barot Chief Financial Officer(Appointed w.e.f 22nd April 2019)
3. Ms. Monali Thaker - Company Secretary and Compliance Officer(Appointed w.e.f 22ndApril 2019)
4. Ms. Aayushi Soni Company Secretary and Compliance Officer(Resigned w.e.f 6th April2019)
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 Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. o The performance ofthe committees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. o The board and the nomination and remuneration committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the performance of chairman was also evaluated onthe key aspects of his role. Separate meeting of independent directors was held toevaluate the performance of non-independent directors performance of the board as a wholeand performance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing 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 2019 theapplicable accounting standards have been followed and that no material departures havebeen made from the same;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended 31st March 2019on 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. Additional meeting is held for thepurpose of reviewing the specific item included in terms of reference of the Committee.The Audit Committee met four times during the financial year 2018-19 viz; 28th May 201807th August 2018 25th October 2018 and 30th January 2019. The composition of theCommittee and the details of meetings attended by its members are given below:
|Sr. No. ||Name of Director ||Category ||Designation ||Committee meeting attended in the F.Y. 2018-19 |
|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 29th August 2018. Further due to resignation of Ms. Ayushi SoniCompany Secretary w.e.f. 06th April 2019 Ms. Monali Thaker Company Secretary has beenappointed to act as a secretary of the committee w.e.f. 22nd April 2019. Recommendationsof Audit Committee wherever and whenever given have been accepted by the Board.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.avivaindustries.com.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review two meetings were held on 07th August 2018 and30th January 2019 inter alia to recommend the appointment of Director and KMPs and toreview the performance of Directors of the Company. The composition of the Committee andthe details of meetings attended by its members are given below:
|Sr. No. ||Name of Director ||Category ||Designation ||Committee meeting attended in the F.Y. 2018-19 |
|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 ManagerialPersonnel and Senior Management Personnel
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--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--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 2018-19 on 28th May 2018 07th August 2018 25thOctober 2018 and 30th January 2019.The composition of the Committee and the details ofmeetings attended by its members are given below:
|Sr. No ||Name of Director ||Category ||Designation ||Committee meeting attended in the F.Y. 2018-19 |
|1 ||Mr. Saurin Shah ||Non-Executive Independent Director ||Chairman ||4 |
|2 ||Mr. Bharvin Patel ||Executive Non-Independent 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 has only one woman Director and only two women working in the Company.Further there were no incidences of sexual harassment reported during the year underreview in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management foryour company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as stipulated under Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is attached and forms part of this Directors Report.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.
Contracts and Arrangements with Related Parties
During the year ended 31st March 2019 the Company has not entered into any of thecontracts and arrangements with a related parties covered under section 188 of theCompanies Act 2013.
Material changes and commitment affecting financial position of the Company
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year of the Company and the dateof this report.
Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at 31st March 2019 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 2018-19 informationrelating to conservation of energy technology and foreign earning and outgo as requiredunder Section 134(3) (m) of the Companies Act 2013 does not applies to the Company.
Particulars of the employees
The Company has not 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. Hence the information required under Section 197(12) of theCompanies Act 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not given separately.
Internal financial control
Your Company has laid down the set of standards processes and structure which enablesto implement internal financial control across the Organization and ensure that the sameare adequate and operating effectively. To maintain the objectivity and independence ofInternal Audit the Internal Auditor reports to the Chairman of the Audit Committee of theBoard. The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the Control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board. However during the year no significantaudit observation was found.
The Board has appointed M/s. Gopal C. Shah & Co. Chartered Accountants Ahmedabadas Internal Auditor of the Company. The Internal Auditor is appointed by the Board ofDirectors of the Company on a yearly basis based on the recommendation of the AuditCommittee. The Internal Auditor reports its findings on the internal audit of the Companyto the Audit Committee on a quarterly basis. The scope of internal audit is approved bythe Audit Committee.
M/s Shridhar Shah & Co. Chartered Accountants Ahmedabad [Firm Registration No.134411W] were appointed as Statutory Auditors of your Company at the 33rd Annual GeneralMeeting held on August 24 2017 for a term of three consecutive years from conclusion of33rd Annual General Meeting till the conclusion of Thirty sixth Annual General Meetingsubject to ratification by the Members at every Annual General Meeting. Recently inaccordance with the Companies Amendment Act 2017 enforced on May 7 2018 by the Ministryof Corporate Affairs the appointment of Statutory Auditors is not required to be ratifiedat every Annual General Meeting and hence resolution for ratification of appointment ofstatutory auditor is not proposed by the Board of Directors. The Board has duly reviewedthe Statutory Auditors Report on the Accounts. The observations and comments appearing inthe Auditors Report are self-explanatory and do not call for any further explanation /clarification by the Board of Directors as provided under 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 2019 along with comparable as on March 31 2018 and Opening Statement ofAssets and Liabilities as on April 1 2017.
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 2018-19. TheSecretarial Audit Report is annexed herewith as Annexure 2. The Secretary AuditReport contains few annotations regarding non-compliance of section 203(4) for filling upthe vacancy caused due to resignation of Chief Financial Officer receipt of notice ofRegional Director for initiating process of Inspections fine imposed by the BSE Limitedand not taking special efforts through their RTAs to send the letter underRegistered/Speed post to the holders of physical certificates. Your Directors state thatat present the Company is inoperative and therefore amount of transactions carried out bythe Company is too small and hence the Board of Directors had not appointed ChiefFinancial Officer during the financial year 2018-19 and on April 22 2019 Ms. BhavikaNareshbhai Barot is aoppointed as Chief Financial Officer of the Company. Further inrespect of Inspection Procedure initiated by Regional Directors your Directors state thatthe Company has already replied to Regional Directors along with necessary documents asdemanded by the Regional Director. Moreover since the Company is inoperative; the Boardof Director is not able to generate any revenue resulting in to failure to pay fine to BSELimited. The Board of Directors state that the Company will pay the fine as soon asgenerate the revenue. Further the Company is already in process to send the letters tothe holders of physical certificates appraising them about the amendment and sensitizethem about the impact of the regulation on the transfer of shares held by them in physicalform.
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: August 14 2019 ||Chairman and Managing Director |
|Place: Ahmedabad ||DIN: 01962391 |