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AVSL Industries Ltd.

BSE: 538373 Sector: Industrials
NSE: AVSL ISIN Code: INE522V01011
BSE 05:30 | 01 Jan AVSL Industries Ltd
NSE 05:30 | 01 Jan AVSL Industries Ltd

AVSL Industries Ltd. (AVSL) - Director Report

Company director report

To

The Members of AVSL Industries Limited

Your Directors are pleased to present the Company's 15th Annual Report on the businessand operations together with the Company's audited financial statements and the auditors'report thereon for the financial year ended March 31 2018. The financial highlights forthe year are given below:

FINANCIAL RESULTS: (Figure in Rs.)
Standalone Consolidated
Particulars Year Ended 31st March2018 Year Ended 31st March2017 Year Ended 31st March2018 Year Ended 31st March2017
Total Revenue 1032775395 804126444 1032775395 804126444
Total Expenses 999179099 792120194 1000010619 792120194
Profit before Exceptional & Extra Ordinary Items & Taxation 33596297 12006250 32764776 12006250
Less: Exceptional & Extra Ordinary Items 0 578060 0 578060
Profit/(Loss) before taxation 33596297 11428190 32764776 11428190
Less: Tax Expenses
Provision for Taxation 9330392 5004870 9330392 5004870
Deferred Tax (Asset)/Liability (857144) 907159 (857 144) 907 159
Income Tax for Earlier Years 66266 138391 66266 138 391
Profit/(Loss) after tax 23342494.54 7192088 22510973.67 7192088

DIVIDEND

The Company ploughs back the profit to achieve higher growth in coming year hence theBoard of Directors did not declared any dividend for the financial year 2017-18.

OPERATING HIGHLIGHTS

During the year under review the Company has earned an income before tax Rs.33596297/-as compared to Profit of Rs. 11428190/-during the previous year.Development of the Company is in progress and the Company expects to increase its businesssignificantly in the following year and expects to earn handsome returns.

On Consolidated basis revenue for the Financial Year 2017-18 stood at Rs1032775395/- as against Rs 804126444/- for previous year.

TRANSFER TO RESERVES

The Board of Company has decided/proposed to carry Rs 23342495/- from Surplus inProfit and Loss Account.

HUMAN RESOURCE DEVELOPMENT

Human Resource strives to success and growth of a company. Your Company believes thathuman resources are the key resource and integral part of the organization and endeavorsto create a culture of openness and empowerment amongst its employees and provide themgood career growth. Your Company truly believes in trust transparency and teamwork toimprove employees' productivity at all levels and is committed to the welfare of theemployees and their families by having performance review recognition and reward systemin place.

COMPANY'S AFFAIRS

AVSL Industries Limited engaged mainly in the business of manufacturing of PVCCompound HDPE/LDPE Compound PVC Filler and HDPE/LDPE Tape etc. and Export and Import ofAgro based commodities such as Rice Wheat Flour Pulses Spices Food Grains and DryFruits.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2018 AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year of the Company 31st March 2018 till thedate of this report.

As required under Section 134(3) of the Act the Board of Directors inform the membersthat during the financial year there has been no material changes in the nature ofbusiness of the Company.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act 2013 ("the Act")AS-21 the Audited Consolidated Financial statement is provided in the Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review The Company opened a Wholly Owned Subsidiary in the nameof "AVSL Overseas FZE" in May 2017 at Dubai United Arab Emirates.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no inter se relationship between Directors of the company except Mr. SanjayBansal Chairman & Managing Director of the Company and his spouse Mrs. Priti BansalExecutive Director of the Company.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of the Business during the Financial Year ended31st March 2018.

SHARE CAPITAL

There was no change in the Share Capital of the company during the year:

Authorised Capital- During the year under review there is no change in theauthorised capital of the Company. Paid Up Share Capital- The Paid-up share capitalof the Company is Rs. 53311200/- a) Disclosure regarding issues of equity shareswith differential rights:

The Company has not issued any equity shares with differential rights during the yearunder review.

b) Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the yearunder review.

c) Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any Public deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence it is not applicable.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control systems in the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

AUDITORS

STATUTORY AUDITORS

For the 2017-18 M/s Gupta Jalan & Associates were appointed as a StatutoryAuditors of the Company and now M/s Mamraj & Co. appointed as Statutory Auditors asper Section 139 of the Companies Act 2013 for a period of 5 years in the ensuing AnnualGeneral Meeting till the Conclusion of the 20th Annual General Meeting to be held in theyear 2023 Chartered Accountants (FRN: 006396N).

SECRETARIAL AUDITORS

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.

The Board of Directors appointed M/s U.S. & Associates Company Secretaries throughMr. Akshit Gupta Practicing Company Secretary as the Secretarial Auditor to conductSecretarial Audit of the Company for Financial Year 2017-18 and their report is annexed tothis Board report. The Board has also re-appointed M/s U.S. & Associates CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit of the Company forFinancial Year 2018-19. In Connection with the auditor's observation in the report it isclarified that there is no non-compliance in the year.

The Secretarial Auditor's Report in the prescribed format for the period ended March31 2018 is annexed to this Directors' Report and forms part of the Annual Report.

INTERNAL AUDITORS

Section 138 of the Companies Act 2013 inter-alia requires every listed company toappoint Internal Auditor who shall either be a Chartered Accountant or such otherprofessional as may be decided by Board.

The Board of Directors appointed M/s V.K. Kataria & Co. Chartered Accountantsthrough Mr. Vinod Kataria Chartered Accountant as an Internal Auditor to conduct InternalAudit of the Company for Financial Year 2017-18. The Board has also re-appointed M/s V.K.Kataria & Co. Chartered Accountant as an Internal Auditor to conduct Internal Auditof the Company for Financial Year 2018-19 to perform the duties of internal auditors ofthe Company and their report is reviewed by the audit committee from time to time.

COST AUDITOR

The Company doesn't exceed the Criteria laid down as per Section 148 of the CompaniesAct 2013. Hence the appointment of Cost Auditor was not applicable.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form No. MGT – 9 as per section 134(3)(a) of theCompanies Act2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule12 ofCompanies (Management & Administration) Rules 2014 as on the financial year ended on31.03.2018 is annexed herewith.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing:

steps taken by the company for utilizing alternate sources of energy including wastegenerated :NIL

(B) Technology absorption:

Efforts in brief made towards technology absorption. Benefits derived as a result ofthe above efforts e.g. product improvement cost reduction product development importsubstitution etc.

The Company has not taken any technical knowhow from anyone and hence not applicable

In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred anyexpenditure on research and development.

(c) Foreign Exchange Earnings/ Outgo:

FOREIGN EXCHANGE EARNINGS AND OUTGOINGS 31ST MARCH 2018 31ST MARCH 2017
Earnings in Foreign Currency(FOB Value of exports) 499426670 193379411
Expenditure in Foreign Currency 117490807 179406036

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The net worth Turnover or a Net profit of the Company doesn't exceed the Criteria laiddown as per Section 135 of the Companies Act 2013. Hence the provision of CorporateSocial Responsibility is not applicable.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provision of Regulation 34 of SEBI (LODR) regulations 2015 themanagement's discussion and analysis is set out in this annual report.

DIRECTORS

In accordance with Section 152 of the Companies Act 2013 Mrs. Priti Bansal (DIN:07107908) directors of the Company is liable to retire by rotation. Being eligible shehas offered herself for re-appointment as director at the ensuing AGM.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director undersection 149 (7) of the companies act 2013 that they meets the criteria of independencelaid down in section 146(3) of the companies act 2013 and regulation 25 of the SEBI (LODR)Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & Remuneration andStakeholder Relationship Committees.

DISCLOSURES

MEETINGS OF THE BOARD:

The Board met 13(Thirteen) times during the Financial year 2017-18 as per CompaniesAct 2013. The maximum interval between any two meetings did not exceed 120 days asprescribed under the Companies Act 2013. The particulars of meetings are as under:

24th April 2017 29th May 2017 04th July 2017 04th August 2017
28th August 2017 16th October 2017 14th November 2017 18th November 2017
28th November 2017 18th December 2017 30th January 2018 06th March 2018
14th March 2018

AUDIT COMMITTEE:

The Audit Committee comprises Shri Dhirendra Sangal (Chairman of the Committee) ShriSugreev Singh and Shri Sanjay Bansal (Members of the committee). During the year all therecommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises namely Shri Dhirendra Sangal(Chairman of Committee) Shri Sugreev Singh and Shri Ashish Garg Members of thecommittee. During the year all the recommendations made by the Committee were accepted bythe Board.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee comprises namely Shri Dhirendra Sangal (Chairmanof Committee) Shri Sugreev Singh and Shri Ashish Garg Members of the committee. Duringthe year all the recommendations made by the Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the requirements of Section 177 of the Companies Act 2013 andregulation 22 of SEBI (LODR) Regulation 2015 Company has established a vigil mechanismfor the Directors and Employees of the Company through which genuine concerns regardingvarious issues can be communicated. The Company had adopted a Code of conduct forDirectors and Senior Management Executives ("the Code") which lays down theprinciples and standards that should govern their actions.

Any actual or potential violation of the code howsoever insignificant or perceived assuch is a matter of serious concern for the company and should be brought to theattention of the concerned.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is committed for providing and promoting a safe and healthy workenvironment for all its employees. The Company has extreme intolerance towards anti-socialbehavior at the workplace and has adopted a ‘Prevention of Sexual Harassment' Policy(POSH) that is in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed there under forprevention and redressal of complaints of sexual harassment at workplace along with astructured reporting and redressal mechanism.

The Company has not received any complaint on sexual harassment during Financial Year2017-18.

REPORTING OF FRAUDS

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) ofthe Act and Rules framed there under.

NOMINATION AND REMUNERATION COMMITTEE

The objective of Nomination and Remuneration Committee is to assess the remunerationpayable to our Director; sitting fee payable to our Non Executive Directors; remunerationpolicy covering policies on remuneration payable to our senior executives. The IndependentDirectors and Non-Executive Directors of the Company were not paid any sitting fee or anyother remuneration or commission during the year.

During the financial year 2017-18 remuneration has been paid to Mr. Sanjay Bansal(Managing Director) and Mrs. Priti Bansal (Director) of the Company as per Section 198under the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

This policy specifically deals with the review and approval of material related partytransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All related party transactions are placedbefore the Audit Committee for review and approval. Wherever applicable prior approval isobtained for related party transactions for transactions which are of repetitive natureand / or entered in the ordinary course of business and are at arm's length basis.

During the year all the related party transactions entered into were on an arm'slength basis. The Company has not entered into any material related party transactionsi.e. transactions exceeding 10% of the annual consolidated turnover as per the lastaudited financial statements. Suitable disclosures are required under Accounting StandardAS-18 have been made in the notes to the Financial Statements forming part of the AnnualReport.

Information on transactions with related parties pursuant to Section 188 of the Actread with Rule are given in the prescribed Form AOC-2 and the same forms part of thisReport.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

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; 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.

PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

PARTICULARS NAME OF THE EMPLOYEE NAME OF THE EMPLOYEE
MR. SANJAY BANSAL (MANAGING DIRECTOR) MRS. PRITI BANSAL (DIRECTOR)
Remuneration Received Rs 780000 Rs 240000
Nature of Employment whether contractual / otherwise Permanent Permanent
Qualification and experience of the Employee Graduated and having 20 years of experience in plastic industry Graduated and having 10 years of experience in plastic industry
Date of commencement of employment 11.08.2008 26.02.2015
The age of the employee 41 years 39 Years
The last employment held by such employee before joining the Company NA NA
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub - rule (2) of Rule 5 33.44% 0.06%
Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager Mrs. Priti Bansal (Spouse) Mr. Sanjay Bansal (spouse)

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules2014 as amended has been furnished herein below.

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No. Name of Director/ KMP and Designation % increase/decrease (-) in Remuneration in the Financial Year 2017-18 Ratio of remuneration of each Director / to median remuneration of employees
1. Mr. Sanjay Bansal Managing Director 44.44% 7.13:1
2. Mrs. Priti Bansal Director 122.3% 2.19:1
3. Mr. Ramesh Chander Chief Financial Officer 5% 2.27:1
4. Ms. Rishika Company Secretary 20% 3.00:1

Note: No sitting fees paid to Independent Directors and Non-executive director andhence not included in the above table.

1. The median remuneration of employees of the Company during the financial year was Rs109330/-.

2. There were 46 permanent employees on the rolls of Company as on March 31 2018.

3. Remuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

By order of the Board of Directors
sd/-
Sanjay Bansal
Managing Director
Date: 30th August 2018
Place: Delhi