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Avonmore Capital & Management Services Ltd.

BSE: 511589 Sector: Financials
NSE: N.A. ISIN Code: INE323B01016
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NSE 05:30 | 01 Jan Avonmore Capital & Management Services Ltd
OPEN 82.40
PREVIOUS CLOSE 78.35
VOLUME 17425
52-Week high 104.75
52-Week low 21.25
P/E 452.94
Mkt Cap.(Rs cr) 187
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 82.40
CLOSE 78.35
VOLUME 17425
52-Week high 104.75
52-Week low 21.25
P/E 452.94
Mkt Cap.(Rs cr) 187
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Avonmore Capital & Management Services Ltd. (AVONMORECAPITAL) - Director Report

Company director report

To the Members

Your directors have pleasure in presenting the 29th Annual Report along with theAudited Standalone and Consolidated Financial

Statements of the Company for the financial year ended 31 st March 2021.

FINANCIAL SUMMARY / HIGHLIGHTS

The Standalone and Consolidated financial highlights of your Company are as follows:

(Rs. In Lakhs)
Particulars 2020-21 2019-20
Standalone Consolidated Standalone Consolidated
Total Income 321.36 7201.70 257.20 7218.71
Total expenditure 263.60 6183.67 175.80 6639.8
Profit before Tax 67.76 1018.02 81.40 578.90
Provision for Tax 11.02 261.39 16.18 (184.17)
Profit after Tax (Including share of Net profit of Associates) 46.73 2977.74 65.22 1805.27
Other Comprehensive income (Loss) (net of tax) 1.84 58.03 0.68 71.6
Total Comprehensive Income 48.57 3035.77 65.90 1876.87

STANDALONE & CONSOLIDATED FINANCIALS

Total revenues for the financial year ended March 31 2021 amounted to Rs.321.36 Lakhsas compared to Rs. 257.20 Lakhs in the previous financial year. As per the ConsolidatedAccounts the total revenues are Rs. 7201.70 Lakhs as against the previous financialyear's revenue of Rs. 7218.71 Lakhs. Net Profit after tax for the financial year 2020-21is amounted to Rs.46.73 Lakhs as .year againstRs.65.22Lakhsinthepreviousfinancial As perthe Consolidated Accounts the net profit after tax for the financial year 2020-21 is Rs.2977.74 Lakhs as against the profit of Rs. 1805.27 Lakhs in the previous financial year.

EMERGENCE OF COVID-19

Towards the end of the financial year the World Health Organization

(WHO) declared Covid-19 a pandemic and the outbreak which infected millions hasresulted in deaths of a significant number of people globally. Covid-19 is seen having anunprecedented impact on people and economies worldwide. With the Covid-19 pandemicimpacting people across the globe socially and economically your Company also witnessedsevere disruption in its operations which tapered the annual performance of your Company.The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costsmaintaining liquidity and closely monitoring to ensure that the operation back on track.The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at branch offices and the head office. The employees were allowed to work fromhome by providing adequate digital and other assistance. The Company observed all thegovernment advisories and guidelines thoroughly and in good faith.

DIVIDEND

The Board of Directors does not recommend any dividend on the

Equity Shares of the Company for the current financial year due to conservation ofProfits for the future aspects.

RESERVES

Our Company has in accordance with the provisions of Section 45–IC of the ReserveBank of India (RBI) Act 1934 created a Reserve Fund and during the year under review theCompany has transferred an amount of Rs. (9.88 )Lakhs out of the profits of the year tothe said Reserve Fund.

INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Information on State of Affairs of the Company are given in the

Management Discussion and Analysis Report in accordance with Regulation 34(3) andSchedule V(C) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 34 of the SEBI (LODR) Regulations 2015 and Section 129(3) ofthe Companies Act 2013 your Company has prepared Consolidated Financial Statements asper the Accounting Standards applicable to the Consolidated Financial Statements issued bythe Institute of Chartered Accountants of India. The Audited Consolidated FinancialStatements along with the Auditors' Report are annexed with this Report. The saidFinancial Statements are also available on the website of the Company atwww.avonmorecapital.in.

CASH FLOW STATEMENT

In conformity with the provisions of Listing Regulations the Cash Flow Statement forthe year ended March 31 2021 is annexed hereto.

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of theCompany which have occurred between

March 31 2021 and August 13 2021 being the date of this report.

RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within theprovisions of the NBFC (Reserve Bank of India) Directions 1998. The Company continues tocomply with all the requirements prescribed by the Reserve Bank of India as applicable toit.

SHARE CAPITAL

During the year under review the Company has not issued shares or increased its ShareCapital.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company.

PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor does theCompany have any plan to accept any deposits from the public.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31 2021 your Company has the following entities as its subsidiaries andAssociates: a. Almondz Infosystem Private Limited b. Almondz Global Securities Limited c.Red Solutions Private Limited d. Apricot Infosoft Private Limited e. Avonmore DevelopersPrivate Limited f. Anemone Holdings Private Limited g. Glow Apparels Private Limited h.Willis Towers Watson India Insurance Brokers Private Limited (Associate through itssubsidiary Anemone Holdings Pvt. Limited ) Pursuant to sub-section (3) of section 129 ofthe Act the statement containing the salient feature of the financial statement of aCompany's Subsidiary or Subsidiaries Associate Company or Companies in the prescribedformat AOC-1 which form part of the Annual Report as Annexure-I.

The financial statement of each of the subsidiaries is put on the company's website andmay be accessed at www.avonmorecapital.in

MATERIAL SUBSIDIARY

Almondz Global Securities Limited is a material subsidiary of the Company as per thethresholds laid down under the Listing Regulations. The Board of Directors of the Companyhas approved a Policy for determining material subsidiaries which is in line with theListing Regulations as amended from time to time. The Policy was revised effective fromApril 1 2020 in line with the amendments made to the Listing Regulations. The Policy hasbeen uploaded on the Company's website at http://www.avonmorecapital.in/pdf/material_policy.pdf.

PERFORMANCE OF SUBSIDIARIES COMPANIES Almondz Global Securities Limited

Almondz Global Securities Limited (AGSL) is a SEBI Permanent registered MerchantBanking entity. It has been a leading advisory and consultancy firm since 1994 whichoffers a bouquet of services in the Strategic Advisory Transaction Advisory BusinessTransformation Advisory Turnaround and restructuring Risk advisory Insolvencyactivities Capital raising advisory both in Equity and Debt markets Valuation servicesfor Financial assets

Wealth management advisory and Equity broking. Almondz Global Securities Limited hasfloated different subsidiary and associate entities to serve the operational purpose ofthe group.

For more details please visit Website: http://www.almondzglobal. com

The revenue of the Company for the financial year 2020-2021 is Rs. 3137.66 lakhs ascompared to Rs. 3003.66 lakhs in the previous financial year. During the year underreview the net profit after tax for the financial year 2020-21 is Rs. 368.67 lakhs ascompared to Rs.29.51 lakhs in the previous financial

The total income on consolidated basis is Rs. 6583.82 lakhs as against 6442.32 Lakhsduring the previous financial year ended March 31 2020. The net profit after tax onconsolidated basis stood at Rs. 1847.16 lakhs as compared to Rs. 452.48 lakhs during theprevious financial year ended March 31 2020 on consolidated basis.

Avonmore Developers Private Limited

The Company is involved in computer related activities [for example maintenance ofwebsites of other firms/ creation of multimedia presentations for other firms etc.] Therevenue of the Company for the financial year 2020-21 is

Rs. 0.085 lakhs as compared to Rs. 0.36 lakhs in the previous financial year. Duringthe year under review the net loss for the financial year 2020-21 is Rs. 0.003 lakhs asagainst loss of Rs.

0.26 lakhs in previous Year.

Glow Apparels Private Limited

The Company is involved in manufacture of wearing apparel except fur apparel.

The revenue of the Company for the financial year 2020-2021 is NIL as compared to NILin the previous financial year. During the year under review the Company has incurredloss of Rs. 0.55 Lakhs as against loss of Rs. 0.76 lakhs in previous Year.

Apricot Infosoft Private Limited

The Company is involved in computer related activities like maintenance of websitescreation of multimedia presentations for otherfirms The revenue of the Company for thefinancial year 2020-2021 is Rs.3.06 lakhs as compared to Rs. 3.01 Lakhs in the PreviousFinancial Year. During the year under review the Company has incurred loss of Rs. 0.41lakhs as against loss of Rs. 0.14 lakhs in previous Year.

Anemone Holdings Private Limited

The Company is involved in activities auxiliary to financial intermediation exceptinsurance and pension funding. [This

Group includes activities involved in or closely related to financial inter-mediationother than insurance and pension funding but not themselves involving financialinter-mediation] The revenue of the Company for the financial year 2020-2021 is

Rs. 380.79 lakhs as compared to Rs. 591.49 Lakhs in the previous financial year. Duringthe year under review the net profit for the financial year 2020-21 is Rs. 275.62 lakhsas compared to Rs.

584.42 lakhs in previous Year.

Almondz Infosystem Private Limited

The Company is involved in software publishing consultancy and supply [Softwarepublishing includes production supply and documentation of ready-made (non-customized)software operating systems software business & other applications software computergames software for all platforms.

The revenue of the Company for the financial year 2020-2021 is Rs. 0.31 lakhs ascompared to Rs.0.32 lakhs in the previous financial year. During the year under reviewthe net profit for the financial year 2020-21 is Rs.0.22 Lakhs as against Rs.0.13 lakhs inprevious Year.

Red solutions Private Limited

The Company is involved in sale and leasing of shops showrooms restaurants etc.

The revenue of the Company for the financial year 2020-2021 is Rs NIL as compared toNIL in the previous financial year. During the year under review the Company has incurredloss of Rs. 57.00 lakhs as against loss of Rs. 27.87 lakhs in previous Year.

Willis Towers Watson India Insurance Brokers Private Limited (Associate through itssubsidiary Anemone Holdings Pvt. Limited)

Willis Tower Watson India Insurance Brokers Private Ltd. (formerly

Almondz Insurance Brokers Private Ltd.) is licensed by IRDA to act as an InsuranceBroker and is also a member of the Insurance

Brokers Association of India. With 9 offices present across India the Company isideally positioned to deliver insurance and risk solutions to its clients. Over the yearsthe Company has served clients across all industries ranging from airlines toinfrastructure information technology energy telecom and manufacturing.

The company is a joint venture with Willis Towers Watson (WTW) a leading globaladvisory broking and solutions company. WTW is one of the largest insurance brokingcompany in the World. WTW acquired 49% stake in the company pursuant to the relaxation inFDI norms in insurance industry by the Government of India. Willis Towers Watson has40000 employees serving more than 140 countries. This combination enhances Willis TowersWatson's capability in India to provide a full complement of advice analytics specialtycapabilities and solutions covering benefits brokerage and advisory.

For more details please visit Website: https://www.wtwindiainsurancebrokers.com

Avonmore Capital holds 26 % in this insurance broking company through its wholly ownedsubsidiary namely Anemone Holdings Private Limited. During the year under review therevenue of the Company for the financial year 2020-21 is Rs. 13006 lakhs as compared toRs. 12390 Lakhs in the previous financial year. During the year under review the netprofit after tax for the financial year 2020-21 is Rs. 3218 lakhs as against profit of Rs.2835 lakhs in previous Year.

The total income on consolidated basis is Rs. 13088 as against

12483 Lakhs during the previous financial year ended March 31 2020 The net profit onconsolidated basis stood at Rs. 3262 Lakhs as compared to Rs. 2893 lakhs during theprevious financial year ended March 31 2020 on consolidated basis.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") is presented in a separate section forming part ofthe Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Ashu Gupta is liable to retire by rotation at the ensuingAnnual General Meeting of your Company and being eligible has offered herself for herre-appointment. Your Board of Directors on the recommendations of Nomination &Remuneration Committee has recommended her re-appointment.

Your Board based on the recommendation of Nomination and Remuneration Committeeapproved the re-appointment of Mr. Ashok Kumar Gupta for a term of 5 years i.e. fromDecember 31 2021 to December 30 2026. over 300 associates All the Independent Directorsof the Company have given declarations that they meet the criteria of independence asprescribed under Section 149(6) of the Act and Regulation 16(1) (b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") and that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge duties with an objective independent judgment and without anyexternal influence. In the opinion of the Board all Independent Directors are independentof the management.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company: Mr. Ashok Kumar Gupta:Managing Director.

Ms. Shilpa Bhatia: Company Secretary and Compliance Officer Mr. Shakti Singh: ChiefFinancial Officer

MEETINGS OF THE BOARD

During the year 4 (Four) meetings of the Board of Directors were held i.e. July 302020 September 15 2020 November 13 2020 and February 13 2021.

For further details please refer report on Corporate Governance forming part of theAnnual Report.

AUDIT COMMITTEE

As on 31st March 2021 The Audit Committee comprises of two

Independent Directors and one Non-Executive Director viz. Mr.

Ajay Kumar (Chairman) Mr. Govind Prasad Agrawal and Mr. Shyam Sunder Lal Gupta asother members. More details on the Audit Committee are given in Corporate GovernanceReport. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of

Section 134 of the Companies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures; (b) the directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the profit and loss of the that period;

(c) the directors had taken proper and maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; (d) the directors hadprepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

LISTING

The Company is listed with Bombay Stock Exchange Ltd.

The shares of the Company were listed on Delhi Stock Exchange Ltd. (DSE) DSE House3/1 Asaf Ali Road New Delhi 110002. However SEBI vide its order No.WTM/PS/45/MRD/DSA/NOV/2014 dated 19 November 2014 withdrew the recognition granted to the said stockexchange.

The Listing fees to the stock exchange for FY 2021-22 have been paid.

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Act at the Annual GeneralMeeting held on 28th September 2017 M/s Mohan Gupta & Company Chartered Accountants(Firm Registration No. 006519N) were appointed as the statutory auditors of the Companyin place of retiring auditors M/s H. K. Chhabra & Co. Chartered

Accountants for a term of five (5) years from the conclusion of the 25th Annual GeneralMeeting till the conclusion of 30th Annual General Meeting of the Company subject toratification of their appointment by the members at every Annual General Meeting heldduring their tenure of appointment as applicable at such remuneration and out of pocketexpenses as may be decided by the Board of Directors of the Company on the recommendationof the Audit Committee from time to time. The requirements to place the matter relating toappointment of Auditors for ratification by Members at every Annual General Meeting wasomitted vide notification dated 7th May 2018 issued by the Ministry of CorporateAffairs. Accordingly no resolution is proposed for ratification of appointment ofAuditors in ensuing

AGM of the Company.

The Company has received a letter from M/s Mohan Gupta &

Company Chartered Accountants confirming that they are eligible for continuing asStatutory Auditors of the Company.

Further the report of the Statutory Auditors along with notes to Schedules for theyear ended 31st March 2021 forms part of this Annual Report. The Auditors' Report doesnot contain any qualification reservation or adverse remark.

SECRETARIAL AUDITORS:

In terms of section 204 of the Companies Act 2013 and Rules framed thereunder and onthe recommendation of the Audit for

Committee the Board had appointed M/s NPS & Associates Company Secretaries inWholetime Practice as the Secretarial

Auditors of the Company for the financial year 2020-21. Later on care for the

M/s NPS & associates resigned as the secretarial auditors w.e.f 01.06.2021. TheBoard had at their meeting held on 28.06.2021 appointed M/s Neeraj Gupta & AssociatesCompany Secretaries for the financial year 2020-21.The Secretarial audit report asprovided by M/s Neeraj Gupta & Associates. Company Secretaries is also annexed tothis Report in the prescribed Form MR-3 as Annexure-II. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3) (m) of the Companies Act 2013 and the rules madethere under relating to conservation of energy technology absorption do not apply to yourcompany as it is not a manufacturing Company. However your Company has been increasinglyusing information technology in its operations and promotes conservation of resources.

There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personal) Rules 2014 are provided in Annexure -III.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent in the industry. Thereport on Corporate Governance as stipulated under the SEBI (LODR) Regulation 2015 formsan integral part of this

Report. The requisite certificate from the Practicing Chartered Accountant confirmingcompliance with the conditions of Corporate

Governance is attached to the report on Corporate Governance.

GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVETRADE PRACTICES ACT 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group asdefined in the Monopolies and Restrictive Practices Act 1969 (54 of 1969): Mr. NavjeetSingh Sobti Mrs. Gurpreet N. S.Sobti Innovative Money Matters Private Limited

Almondz Global Securities Limited

Rakam Infrastructures Private Limited

Or any other Company firm or trust promoted or controlled by the above. The abovedisclosure has been made; inter alia for the purpose of the Securities and Exchange Boardof India (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

EXTRACTS OF ANNUAL RETURN

An extracts of Annual Return as prescribed under Section 92 (3) of the Companies Act2013 (‘the Act') and rule 12 (1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT-9 as on 31st March 2021 is attached as Annexure-IVand is also available on the website of the Company at the weblinkhttp://avonmorecapital.in/financials.html. Further pursuant to Section 134(3)(a) of theAct a copy of Annual Return for the year ended 31st March 2021 will be hosted on thewebsite of the company at www.avonmorecapital.in.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act 2013 All contracts/arrangements / transactions entered by the Company with related parties under Section188(1) of the Act during the financial year were on an arm's length basis in the ordinarycourse of business and were in compliance with the applicable provisions of the Act andthe Listing Regulations.

No material Related Party Transactions were entered during the financial year by theCompany. Accordingly the disclosure of

Related Party Transactions as required under Section 134(3)(h) of the Act in FormAOC-2 is not applicable to the Company and hence not provided. During the year 2020-21pursuant to section 177 of the Companies Act 2013 and SEBI Listing Regulations 2015. AllRPTs were placed before Audit Committee for its prior/ omnibus approval. Further detailsof Related Party transactions as required to be disclosed by Accounting Standard on"Related Party Disclosures" specified under Section 133 of the Act read withRule 7 of the

Companies (Accounts) Rules 2014 are given in the Notes to the Financial Statements.

The board has approved a policy for related party transactions which has been uploadedon the Company's website at the following linkhttp://avonmorecapital.in/pdf/transactions_policy.pdf

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

A Risk Management Policy for the Company has been adopted by the Board. The Companymanages risk through a detailed Risk Management Policy framework which lays downguidelines in identifying assessing and managing risks that the businesses are exposedto. Risk is managed by the Board/Risk Management Committee of the Board throughappropriate structures that are in place at your Company including suitable reportingmechanisms.

POLICY ON INSIDER TRADING

Your Company formulated and implemented a Code of Conduct for Prevention of InsiderTrading (Code) in accordance with the guidelines specified under the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992. The Companyhas adopted code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders in terms of new Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. The Board of Directors appointed theCompany Secretary as the Compliance Officer under the said Code responsible for complyingwith the procedures monitoring adherence to the Code for the preservation of pricesensitive information pre-clearance of trade monitoring of trades and implementation ofthe Code of Conduct under the overall supervision of the Board of Directors. The Code isavailable on the website of the Company at www.avonmorecapital.in

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules2014 have been amended substantially with effect from 22 January 2021.

In line with the said amendments the Board of directors has amended the existingpolicy. The policy including the composition of the CSR committee is uploaded on theCompany's website www.avonmorecapital.in

The Chief Financial Officer has certified that the funds have been utilised for thepurpose andin the manner approved by the Board for FY2021.

The CSR Policy may be accessed on the Company's website at the link:http://avonmorecapital.in/pdf/CSR%20Amended%20 Policy-ACMS-01.04.2021.pdf The keyphilosophy of the Company's CSR initiative is to promote development through social andeconomic transformation.

The Company has inter-aliaidentifiedfollowing areas in which it may engage for itsCSR activities:

1. Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water.

2. Promoting education including special education and employment enhancing vocationskills especially among and children women elderly and the differently-abled livelihoodenhancement projects.

3. Promoting gender equality empowering women setting up homes and hostels for womenand orphans; setting up old age homes day care centres and such other facilities forsenior citizens and measures for reducing inequalities faced by socially and economicallybackward groups.

4. Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water.

5. Protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts.

6. Measures for the benefit of armed forces veterans war widows and their dependants.

7. Training to promote rural sports nationally recognized sports paralympic sportsand Olympic sports.

8. Contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief and welfare of theScheduled Castes Scheduled Tribes other backward classes minorities and women.

9. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government. 10. Rural development projects.11. Such other matters as may be prescribed under applicable statute;

12. Such other activity / social cause as may be thought fit by the

CSR Committee and approved by the Board.

During the year under review the Company has spent Rs. 2.55 Lakhs on CSR activities.The Annual Report on CSR activities is annexed herewith marked as Annexure V.PARTCULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013

Details of loans given Investments made guarantees given and securities provided toother Bodies Corporate or persons as covered under the provisions of Section 186 of theAct are given in the Standalone Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there are no significant orders passed by any regulatorcourt or tribunal impacting the going concern status and Company's operations in future.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) 2015 the Board has carried out an annual performance evaluationof its own performance the individual Director's performance including Chairman andIndependent Directors as well as an evaluation of the working of all Board Committees.

The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report. In compliance with the provisions of the Companies Act 2013SEBI (Listing Obligations and Disclosure Requirements) 2015 the Independent Directorsheld a meeting on June 28 2021 and:

Reviewed the performance of Non-Independent Directors and the Board as a whole.

Reviewed the performance of the Chairperson of the Company.

Assessed the quality quantity and timeliness of flow of information between theCompany's management and the Board which is necessary fortheBoardtoeffectivelyandreasonably perform their duties.

Necessary implementations of their suggestions have been initiated.

HUMAN RESOURCES

The Company believes that the quality of employees is the key to its success. In viewof this it is committed to equip them with skills enabling them to evolve withtechnological advancements. Considering the health and safety of employees and advisoriesorders and directions issued by State and Central Governments to restrict the novelcoronavirus the Company implemented a work from home policy to ensure employee safety.The HR department of the Company was continuously in touch with employees to guide andsolve problems. It created awareness regarding COVID-19 and educated employees aboutprecautions.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act 2013read with SEBI (LODR) Regulations 2015 Company has established a Vigil Mechanism for itsDirectors and employees to report their genuine concerns or grievances actual orsuspected fraud or violation of the Codes of Conduct or policy. The said mechanismencompasses the Whistle Blower Policy and provides for adequate safeguards againstvictimization of persons who use such mechanism. It also provides direct access to theChairman of the Audit Committee. The said policy is placed on Company's website atwww.avonmorecapital.in.

INTERNAL CONTROL SYSTEMS

Your Company internal control systems are designed to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance with Laws and regulations.The internal control system is supported by an internal audit process for reviewing theadequacy and including its systems and processes and compliance with regulations andprocedures. Internal Audit Reports are discussedor material with the management and arereviewed by the Audit Committee of the Board which also reviews the adequacy andeffectiveness of the internal controls. Your Company internal control system iscommensurate with its size nature and operations.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors have adopted a Policy on Directors appointment and remuneration includingthe criteria for determining qualification positive attributes independence of a Directorand other matters. The Remuneration policy for directors Key Managerial Personnel SeniorManagement and all other employees is aligned to the philosophy on the commitment offostering a culture of leadership with trust. The Remuneration policy aims to ensure thatthe level and composition of the remuneration of Directors Key Managerial

Personnel and all other employees is reasonable and sufficient to attract retain andmotivate them to successfully run the Company. The said policy is uploaded on the websiteof the Company at www.avonmorecapital.in

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

A policy on Prevention of Sexual Harassment of Women on working place and the scope ofwhich cover the whole group has been formulated and implemented. An Internal ComplaintsCommittee has been constituted to redress the complaints regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy. Thefollowing is a summary of sexual harassment complaints received and disposed of during theyear: a. Number of complaints pending at the beginning of the year: Nil b. Number ofcomplaints received during the year: Nil c. Number of complaints disposed off during theyear: Nil d. Number of cases pending at the end of the year: Nil

Maintenance of cost Records

During the period under review the provision of section 148 of the companies Act 2013relating to maintenance of cost records does not applicable to the Company.

DISCLOSURE

As per the SEBI (LODR) Regulations corporate governance report with auditors'certificate analysis are attached which form part of this report. Details of thefamiliarization programme of the Independent Directors are available on the website of theCompany (www.avonmorecapital. in). Policy for determining material subsidiaries of theCompany is available on the website of the Company (www.avonmorecapital. in). Policy ondealing with related party transactions is available on the website of the Company(www.avonmorecapital.in). The Company has formulated and published a Whistle Blower Policyto provide Vigil Mechanism for employees including Directors of the Company to reportgenuine concerns. The provisions of this policy are in line with the provisions of theSection 177(9) of the Act and the SEBI (LODR) Regulations.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. The Board of Directors also wish to place onrecord their appreciation for the commitment displayed by all the employees for theircommitment commendable efforts team work and professionalism in the performance of theCompany during the year.

For and on behalf of the Board of Directors
For Avonmore Capital & Management Services Limited
Ashok Kumar Gupta Govind Prasad Agrawal
Managing Director Director
DIN: 02590928 DIN: 00008429
Place: New Delhi
Date: August 13 2021

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