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Avro India Ltd.

BSE: 543512 Sector: Industrials
NSE: AVROIND ISIN Code: INE652Z01017
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OPEN 110.25
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VOLUME 1328
52-Week high 128.95
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P/E 41.02
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OPEN 110.25
CLOSE 121.00
VOLUME 1328
52-Week high 128.95
52-Week low 74.65
P/E 41.02
Mkt Cap.(Rs cr) 122
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Avro India Ltd. (AVROIND) - Director Report

Company director report

To

The Members

Your Directors are pleased to present to the valued stakeholders the 25thAnnual Report of AVRO INDIA LIMITED (formerly known as Avon Moldplast Limited) along withthe Audited Financial Statements of the Company for the Year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particular Standalone
2020-21 2019-20
Income from Business Operations 5327.10 4406.61
Other Income 30.08 40.81
Total Income 5357.18 4447.42
Less: Expenditure except Depreciation& Finance cost 4948.62 4132.43
Profit before Interest Depreciation and Tax 408.56 314.99
Less: Interest and other Financial Charge(s) 26.20 29.35
Profit/Loss before Depreciation and Tax 382.36 285.64
Less: Depreciation 139.15 145.38
Profit/Loss before Tax before Exceptional & Extraordinary item 243.21 140.26
Less: Exceptional Item - -
Less: Extraordinary item - -
Profit/Loss before Tax 243.21 140.26
Less: Tax Expense 65.14 37.48
Add/Less: Deferred Tax (3.11) (10.76)
Net Profit/Loss after Tax 181.18 113.54
Earnings per share:
Basic 5.57 3.49
Diluted 5.57 3.49

Turnover of your company for the year ended March 31 2021 was ` 5327.10 Lakhs ascompared to ` 4406.61 lakhs during the previous year ended March 31 2020.

The Profit after tax for the year under review was ` 181.18 lakhs as compared to `113.54 lakhs for the previous year. Basic Earning per Share was 5.57 for the year endedMarch 31 2021 as compared to 3.49 during the previous year ended March 31 2020.

2. STATE OF COMPANY'S AFFAIR

Avro India Limited is a plastic Molded Furniture entity and having one of the largestproduct range offering 3 years guarantee on selected products manufactured with importedmachines. During the financial year under review the Company has launched few designs ofchairs. Apart from it th Company has signed Memorandum of Understanding (MoU) with MetroCash & Carry India Pvt. Ltd. for selling the products of Company to it so as toincrease the reach of Company's products to ultimate consumers. With forward lookingstrategy the Company is also focusing extensively on expanding the network of Company.

3. DIVIDEND

In order to conserve resources for future requirements and considering the futureexpansion plans the Board has decided to retain the profits generated and consequentlyBoard has not recommended any dividend for the financial year ended March 31 2021.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

5. RESERVES

The Board of the Company has decided to carry ` 1.81 Crores to the Reserves of theCompany.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2021 and the date ofthis report.

7. DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014. There were no deposits with remained uanpaid or unclaimed by the Company as on March31 2021.

8. SHARE CAPITAL Authorised Capital:

During the year under review there were no changes in the Authorised Capital of theCompany. The Authorised Capital of the Company as on March 31 2021 was ` 50000000divided into 5000000 equity shares of ` 10/- each.

Issued Subscribed & Paid-up Capital:

During the year under review there were no changes in the Issued Subscribed &Paid-up Capital of the Company. As on 31st March 2021 the issued and Paid-up ShareCapital of the Company stood at ` 32540000/- divided into 3254000 Equity Shares of `10/- each.

9. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES

The Company does not have any subsidiary joint-venture or associate companies.

10. LISTING

The equity shares of your Company have been listed on SME Platform of National StockExchange of India Ltd (NSE) Emerge w.e.f. July 26 2018. The Annual listing fees have beenpaid to NSE.

11. ANNUAL RETURN

Pursuant to Section 134(3(a) and Section 92(3) of the Companies Act 2013 and Rule 12of the Companies (Management and Administration) Rules 2014 the Annual Return for FY2020-21 is available on Company's website and can be accessed through the linkhttps://cdn.shopify.com/s/files/1/0031/8809/7069/files/Annual_Return_2021_dae23ffd-9558-410b-802a-995a1852cdd9.pdf?v=1629184417

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board:

As on the date of this report the Board comprises following Directors;

Name of Director Category Cum Designation Date of Appointment at current Term & designation Total No. of Committee2 No. of Shares
Directorship 1 in which Director is Member in which Director is Chairman held as on March 31 2021
Mr. Sushil Kumar Aggarwal Chairman & Whole Time Director 22/03/2018 (Whole Time Director) 2 1 - 826000
Mr. Sahil Aggarwal Managing Director 02/12/2009 (Managing Director) 1 1 - 450000
Mrs. Anita Aggarwal Non-Executive Director 22/03/2018 2 - - 690000
Mrs. Vandana Gupta Independent Director 21/03/2018 7 8 2 0
Mrs. Iti Goyal Additional Independent Director 14/12/2020 4 2 - 0

1 Excluding LLPs Section 8 Company & struck of Companies

2 Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors.

Director Retire by Rotation

Pursuant to Section 152 of Companies Act 2013 and in accordance with the Articles ofAssociation of the Company Mr. Sahil Aggarwal Managing Director of the company retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors recommends his re-appointment.

Independent Director

All the Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further in the opinion of Board the independent directors fulfill the conditionsspecified in Listing Regulations and they are independent of the management.

Mrs. Iti Goyal (DIN: 07983845) who was appointed on 14th December 2020 has more than 8(eight) years of experience as a Company Secretary. She has expertise in Secretarial andCorporate Governance matters.

A separate meeting of Independent Directors was held on March 11 2021 to review theperformance of the Non-Independent Directors the Board as a whole and performance of theChairman of the Company including assessment of quality quantity and timeliness of flowof information between Company management and Board that is necessary for the Board ofDirectors to effectively and reasonably perform their duties.

Changes during the year

During the financial year 2020-21 Mr. Naubahar Singh (DIN: 07377882) ceased to be adirector w.e.f. November 17 2020. The Board in its meeting held on 14th December 2020appointed Mrs. Iti Goyal (DIN: 07983845) as an Additional (Non-Executive Independent)Director w.e.f. 14th December 2020.

Change in Designation

During the financial year 2020-21 there were no changes in the designation of theDirectors

Key Managerial Personnel

During the financial year 2020-21 Mr. Shikhar Agarwal has resigned from the post ofCompany Secretary & Compliance officer w.e.f. August 06 2020. The Board in itsmeeting held on August 21 2020 appointed Mr. Sumit Bansal as a Company Secretary &Compliance Officer w.e.f. August 21 2020.

13. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 07 times during the financial year ended March 31 2021 inaccordance with the provisions of Companies Act 2013 and rules made thereunder. Theintervening gap between two board meetings was within the period as prescribed underCompanies Act 2013 and Secretarial Standard-1. The requisite quorum was present at all themeetings and Directors have actively participated in the meetings and contributed valuableinputs on the matters brought before the board of Directors from time to time.

Date of Board meetings i.e. 29/06/2020 21/08/2020 22/10/2020 12/11/2020 14/12/202020/02/2021 & 31/03/2021. The details of attendance of Directors at the Board Meetingis as under:-

S. No Name of Directors No. of Board Meetings
Held Attended
1. Sushil Kumar Aggarwal 7 5
2. Sahil Aggarwal 7 6
3. Anita Aggarwal 7 7
4. Naubahar Singh* 4 4
5. Vandana Gupta 7 7
6. Iti Goyal** 2 2

* Mr. Naubahar Singh ceased to be director w.e.f. November 17 2020.

** Mrs. Iti Goyal was appointed as an Additional Non-Executive Independent IndependentDirector w.e.f. December 14 2020.

14. COMMITTEES OF THE BOARD

The Board Committees play vital role in strengthening the Corporate Governancepractices of the Company and focus effectively on the issues and expedient resolution ofthe diverse matters. The Committees also make specific recommendations to the Board onvarious matters as and when required. All observations recommendations and decisions ofthe Committee are placed before the Board for information noting and approval.

As on March 31 2021 the following Committees have been constituted in terms of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 and the CompaniesAct 2013:-

AUDIT COMMITTEE

Your Company has constituted an Audit Committee in compliance with the provisions ofSection 177 of the Companies Act 2013 & Regulation 18 of the SEBI Listing Regulations.

A. Meetings during the year

During the year under review the Audit Committee of the Company met 5 (five times) viz29/06/2020 21/08/2020 12/11/2020 06/03/2021 & 31/03/2021.

B. Composition and Attendance of Audit Committee as on March 31 2021

The composition of the Audit Committee of the Board of the Company along with detailsof the meetings held and attended during the financial year 2020-21 are detailed below:

S. No Name of Members Category Designation No. of Meetings
Held Attended
1. Vandana Gupta Independent Director Chairman 5 5
2. Sahil Aggarwal Managing Director Member 5 4
3. Naubahar Singh* Independent Director Member 3 3
4. Iti Goyal** Independent Director Member 2 2

*Mr. Naubahar Singh ceased to be a director of the Company w.e.f. November 17 2020.

**Mrs. Iti Goyal was appointed as an Additional Non-Executive Independent Director ofthe Company on December 14 2020 and was inducted as a member of the Audit Committeew.e.f. December 14 2020.

STAKEHOLDER RELATIONSHIP COMMITTEE

Your Company has constituted a Stakeholder Relationship Committee in compliance withthe provisions of Section 178 of Companies Act 2013 and Regulation 20 of ListingRegulations.

A. Meetings during the year

During the year under review the Stakeholder Relationship Committee of the Company met4 (four) times on 29/06/ 2020 21/08/2020 12/11/2020 & 20/02/2021.

B. Composition and Attendance of Stakeholder Relationship Committee as on March 312021.

The composition of the Stakeholder Relationship Committee of the Board of the Companyalong with details of the meetings held and attended during the financial year 2020-21 aredetailed below:

S. No Name of Members Category Designation No. of Meetings
Held Attended
1. Vandana Gupta Independent Director Chairperson 4 4
2. Sushil Kumar Aggarwal Whole Time Director Member 4 3
3. Naubahar Singh* Independent Director Member 3 3
4. Iti Goyal** Independent Director Member 1 1

*Mr. Naubahar Singh ceased to be a director of the Company w.e.f. November 17 2020.

**Mrs. Iti Goyal was appointed as an Additional Non-Executive Independent Director ofthe Company on December 14 2020 and was inducted as a member of the StakeholderRelationship Committee w.e.f. December 14 2020.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee has been constituted in compliance with theprovisions of Section 178(1) of the Companies Act 2013 and Regulation 19 of ListingRegulations.

A. Meetings during the year

During the year under review Committee members met thrice on 21/08/2020 12/11/ 2020& 14/12/ 2020 respectively.

B. Composition and Attendance of Nomination and Remuneration Committee as on March 312021.

The composition of the Nomination & Remuneration Committee of the Board of theCompany along with details of the meetings held and attended during the financial year2020-21 are detailed below:

S. No Name of Members Designation Category No. of Meetings
Held Attended
1. Vandana Gupta Independent Director Chairman 3 3
2. Anita Aggarwal Non-Executive Director Member 3 3
3. Naubahar Singh* Independent Director Member 2 2
4. Iti Goyal** Independent Director Member 0 0

*Mr. Naubahar Singh ceased to be a director of the company w.e.f. November 17 2020.

**Mrs. Iti Goyal was appointed as an Additional Non-Executive Independent Director ofthe Company w.e.f. December 14 2020 and was inducted as a member of the Nomination andRemuneration Committee w.e.f. December 14 2020.

IPO Committee

The Board of Directors in their meeting held on March 21 2018 constituted InitialPublic offer Committee. Since the Company have successfully completed its Initial Publicoffer and got it listed on National Stock Exchange (NSE) on 26th July 2018. Now there isno requirement of holding the meeting of the Committee therefore no such committeemeeting took place in the financial year 2020-21. The members of IPO Committee are Mr.Sushil Kumar Aggarwal Mr. Sahil Aggarwal & Mrs. Anita Aggarwal.

15. PERFORMANCE EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS.

In terms of the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a formalannual performance evaluation has been done by the Board of its own performance theDirectors individually as well as the evaluation of its committees. The performance of theBoard was evaluated by the Board after seeking feedback from all the Directors on thebasis of parameters/criteria such as Board Composition & Quality Board Meetings andprocedures Board strategy and Risk Management Board and Management Relations Successionplanning. The performance of the Committees was evaluated by the Board after seekingfeedback from committee members on the basis of parameters/criteria such as functions andduties of Committees Relationship of the Committees with the Management Committeemeetings and Procedures.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in ethical and lawful business conduct and strives to carry onits business activities in fair transparent and professional manner. Pursuant to theprovisions of Section 177 of the Companies Act 2013 and other applicable provisions theCompany has adopted a Vigil Mechanism/Whistle Blower Policy forsecuring/reporting/deterring/punishing/ rectifying any unethical unlawful acts behaviorleak/suspected leak of Unpublished Price Sensitive Information etc. and to address bonafide concern of malpractice deviation from the policies of the Company internally in aneffective and systematic manner after its discovery. The Policy also provide for adequatesafeguards against victimization of persons who use such mechanism and also makeprovisions for direct access to the chairperson of the Audit Committee in appropriate orexceptional cases. The said policy is available on the Company's website and can beaccessed through the linkhttps://cdn.shopify.com/s/files/1/0031/8809/7069/files/Whistle-Blower-Policy.pdf?v=1583300200During the year under review no complaint pertaining to the company was received underthe Whistle Blower Policy/Vigil mechanism.

18. RISK MANAGEMENT

The Board of Directors of the Company has evaluated a risk management to monitor therisk management plan for the Company. The audit Committee has additional oversight in thearea of financial risks and control. Major risks identified by the business and functionsare systematically address mitigating actions on a continuing basis.

The development and implementation of risk management has been convened in theManagement Discussion and Analysis which forms part of Annual Report.

19. PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

During the financial year ended March 31 2021 no loan and guarantee was given by theCompany in terms of Section 186 of the Companies Act 2013 and rules made thereunder. TheCompany has made investments in mutual funds the details of which are given in notes tofinancial statements.

20. AUDITORS

A. STATUTORY AUDITORS

M/s Sushil Lal & Associates Chartered Accountants (Firm Reg. No. 021758N) a Firmpeer reviewed by ICAI was appointed as a Statutory Auditors of the Company for a term of5 consecutive years commencing from Financial year 2018-19 to financial year 2022-23 atthe Annual General Meeting held on 29.09.2018. During the financial year 20-21 M/s SushilLal & Associates changed their name to M/s S A A R K AND CO.

A written consent/certificate regarding eligibility for their appointment as StatutoryAuditor in accordance with the Rule 4 of the Companies (Audit and Auditors) Rule 2014read with the provisions of section 139(2) of the Companies Act 2013 was received by thecompany.

There were no adverse remarks or qualification on accounts of the Company from theStatutory Auditors. The notes on financial statements referred to in the Auditor's Reportare self-explanatory and need no further comments.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Board hadappointed M/s. Jinu Jain Company Secretaries (Certificate of Practice no. 10379) as aSecretarial Auditor in the Board Meeting held on 06th September 2019 till thetime the power revoked by the Board of Directors on a remuneration as Board of Directorsmay think fit in consultation with the Secretarial Auditor. The Secretarial Audit reportfor the financial year ended 31st March 2021 is annexed herewith asAnnexure-A. The Secretarial Audit Report does not contain any qualification reservationand adverse remark for the period under review except a point of concern given bySecretarial Auditor in the audit report the reply of the Board of Directors on it is asfollows: The Company is in the process of filing the application again for the compoundingof offence under the provision of Companies Act 2013 to the appropriate authority.

C. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act 2013 and rulesmade thereunder M/s. NSH & Co. Chartered Accountants the Internal Auditor of theCompany carried out the Internal Audit of the Company for financial year 2020-21.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review the Company has complied with applicableSecretarial Standards on Board and General Meetings specified by the Institute of CompanySecretaries of India pursuant to Section 118 of the Companies Act 2013.

22. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the Workplace. During theyear under review the Company has not received complaints of sexual harassment.

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with size scale andcomplexity of its operations. They have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statues safeguarding assets from unauthorized use executingtransactions with proper authorization and ensure compliance of corporate policies. It hascontinued its efforts to align all its process and controls with global best practices.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013.

All transactions entered into with related parties during the financial year underreview were in ordinary course of business and on an arm's length basis. The details ofthe transactions with related parties are provided in the notes to accompanying financialstatements. Details of transactions pursuant to compliance of section 134(3)(h) of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 are annexedherewith as per Annexure-B in the Form AOC-2.

All Related Party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof a foreseen and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted is placed before theAudit Committee for their review on a periodical basis. The policy on Related PartyTransactions as approved by the Board is available on the Company's website and can beaccessed through the link https://cdn.shopify.com/s/files/1/0031/8809/7069/files/Policy-on-Related-Party-Transactions.pdf?v=1594616072

25. MAINTENANCE OF COST RECORDS

The maintenance of Cost records as specified by the Central Government under Section148(1) of the Companies Act 2013 is not applicable to the Company as the Company being anMSME falls under the criteria prescribed for small enterprises.

26. PARTICULARS OF EMPLOYEES

The Company has no employee who is in receipt of remuneration of ` 850000 per month/-or ` 10200000 per annum and hence the company is not required to give information asrequired under the provisions of Rule 5(2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Further the details pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached herewith as Annexure-C andnames of top ten employees in terms of remuneration drawn by them pursuant to Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attachedherewith as Annexure-D.

27. NOMINATION AND REMUNERATION POLICY

The Board has adopted Nomination and Remuneration Policy for selection and appointmentof Directors and Key Managerial personnel and to decide their remuneration. The Nominationand Remuneration policy of the Company acts as a guideline for determining inter aliaqualification positive attributes and independence of a Director matters relating to theremuneration appointment removal and evaluation of the performance of the Directors andKey Managerial Personnel. The said policy of the Company has been uploaded on the websiteof the Company and can be accessed through the linkhttps://cdn.shopify.com/s/files/1/0031/8809/7069/files/NRC_Policy.pdf?v=1594616186 Thesalient features of the Nomination and Remuneration Policy are as follows: a) It act as aguideline for matters relating to appointment removal of directors and KMP's and SeniorManagerial personnel.

Appointment criteria and qualifications are as follows:

(i) The Nomination and Remuneration Committee shall identify and ascertainqualifications expertise and experience of the person for appointment as Director KMP orsenior management level and recommend to the Board his/her appointment.

(ii) The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-Time Director or Manager who is below the age of twenty-one years or hasattained the age of seventy yearsprovided that the term of the person holding thisposition may be extended at the discretion of the committee beyond the age of seventyyears with the approval of shareholders by passing a special resolution based on theexplanatory statement indicating the justification for extension of appointment beyondseventy years.

(iii) The Company shall not appoint a person or continue the directorship of any personas a non-executive director who has attained the age of seventy years unless a specialresolution is passed to that effect in which case the explanatory statement annexed to thenotice for such motion shall indicate the justification for appointing such person.

(iv) Due to any of the qualification as mentioned in the Companies Act 2013 theCommittee may recommend to the Board with reasons recorded in writing removal of Directoror KMP.

(v) The Whole-Time Director KMP and Senior Management personnel shall retire as perthe applicable provisions of the Companies Act 2013. b) Remuneration for Directors KMPsand other Employees

(i) The Remuneration/compensation/commission etc. to Directors will be determined bythe Committee and recommended to the Board for approval.

(ii) The fees or compensation payable to executive directors who are promoters ormembers of promoters group shall be subject to the approval of shareholders in generalmeeting and in accordance with Listing Regulations.

(iii) The Remuneration payable to each Non-Executive Directors may be paid within themonetary limit approved by shareholders subject to the limit not exceeding 1% of theprofits of the Company computed as per the applicable provisions of the Companies Act2013.

(iv) The approval of shareholders by special resolution shall be obtained every year inwhich the annual remuneration payable to single non-executive director exceeds fiftypercent of the total remuneration payable to all non-executive directors giving details ofremuneration thereof.

(v) The Independent Director shall not be entitled to any stock option of the Company.

28. REPORT ON FRAUD U/S 143(12) OF THE COMPANIES ACT 2013

The Auditors during the performance of their duties have not identified any offence offraud committed by the Company or its officers or employees. This is also being supportedby the report of the auditors of the Company for the F.Y. ended March 31 2021. Thereforeno frauds have been reported to the Central Government under Section 143(12) of theCompanies Act 2013.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2020-21 as stipulatedunder Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section of this Annual Reportas "Annexure-E" 30. CORPORATE GOVERNANCE REPORT

Since your Company is listed on SME Emerge platform of NSE therefore as per Regulation15 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 thecompliance with corporate governance provisions as specified in regulations 17 to 27 andclauses (b) to (i) sub regulation (2) of Regulation 46 and Para C D and E of Schedule Vare not applicable to the Company. Hence Corporate Governance Report does not form partof this Annual Report.

31. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (Listing Obligations Disclosure Requirements)Regulations 2015 the company has adopted the policy of preservation of documents topreserve the documents as per regulation 9(a) & 9(b) of SEBI (LODR) Regulations 2015.The said policy is available on the website of the Company and can be accessed through thelink https://cdn.shopify.com/s/files/1/0031/8809/7069/files/POLICY_ON_PRESERVATION_OF_DOCUMENTS.pdf?v=157347427332. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING

CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year 2020-21 no significant and material orders were passed by Regulatorsor Courts or Tribunals which could impact the going concern status and company's operationin future.

33. COVID-19 IMPACT

Towards the mid of April 2021 many of the States/Union Territories across the countryin the view of highlighted concern over the spread of Corona Virus disease (COVID-19)imposed lockdown and curfew in various cities respectively and issued various guidelinesto follow the prescribed protocol. Albeit the Covid- 19 pandemic has impacted the sales ininitial days of Financial Year 2021 but there was no major impact on the businessoperations.Your company is focused to boost the sales and business continuity.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are mentioned below:

A) Conservation of Energy:

(i) Steps taken or impact on Conservation of Energy:

The Company has been already using high end imported machines in manufacturing ofplastic furniture hence the consumption of energy is at minimal level. However theCompany has taken necessary steps in order to reduce the consumption of energy as much asit can and reduce the damage to the environment.

(ii) The Steps taken by the Company for utilizing alternate sources of energy: Duringthe financial year 2020-21 the Company has not utilized alternate source of energy.

(iii) The Capital Investment on energy conservation equipments: During the financialyear 2020-21 the company has not made any capital investment on energy conservationequipments.

B) Technology Absorption: i. The Company operates in an industry where the technologyplays a major role in its output. We try to adopt the advance technology as per the needof the hour and teach the employees to implement it in the operations of the Company toincrease the output and accuracy of its services. ii. The benefits derived like productimprovement cost reduction product development or import substitution: Improvement inoverall productivity quality of the services and reduced process scrap and cost. iii. Incase of imported technology (imported during the last three years reckoned from thebeginning of the financial year)-(a) The details of technology imported: Not Applicable(b) The date of import: Not Applicable (c) Whether the technology has been fully absorbed:Not Applicable (d) If not fully absorbed areas where absorption has not taken place andthe reasons thereof; Not Applicable iv. Expenditure incurred on Research and Development:Nil

C) Foreign Exchange Earnings and Outgo: i. The foreign exchange earned in terms ofactual inflows during the year: Nil ii. The foreign exchange outgo during the year interms of actual outflow: ` 4958425

35. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors state that:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any; (b)Appropriate accounting policies have been selected and applied consistently and have madejudgments & estimates that are reasonable and prudent so as to give a true & fairview of the state of affairs of the company at March 31 2021 and of the profit of theCompany for the year ended March 31 2021; (c) Proper & sufficient care has been takencare for the maintenance of adequate accounting records in accordance with the provisionsof this act for safeguarding the assets of the company and for preventing & detectingfraud & other irregularities; (d) The Annual Accounts have been prepared on a goingconcern basis; (e) Proper Internal Financial Controls were followed by the Company andsuch internal financial controls are adequate and were operating effectively; (f) Propersystems are devised to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Banks Governmentalauthorities and other business associates who have extended their valuable support andencouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.

On Behalf of the Board of Directors
For Avro India Limited
Sd/- Sd/-
Sushil Kumar Aggarwal Sahil Aggarwal
Place: Ghaziabad Whole-Time Director Managing Director
Date:20/08/2021 DIN: 00248707 DIN: 02515025

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