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|
|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|
The Directors have pleasure in presenting this 18th Annual Report on the affairs of theCompany's together with the audited statement of account for the financial year endedMarch 31 2021.
The financial results for the year ended March 31 2021 and the corresponding figuresfor the last year are as under:
REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The highlights of the Company's performance for the year ended March 31 2021 are asunder:
Value of sales (domestic) during financial year 2020-21 is Rs. 818420313/- Value ofsales (export) during financial year 2020-21 is Rs. 2038503/-
Profit before tax during financial year 2020-21 is Rs. 79744707/- Profit after taxduring financial year 2020-21 is Rs. 58526968/-
IMPACT ON BUSINESS OWING TO COVID-19 PANDEMIC:
COVID-19 Pandemic continued to impact the operations of the company during the FY 20202021. The business was almost standstill during 1st quarter. But gradually with liftingoff restrictions on the movements in India from 2nd quarter onward it has shownimprovement. The company has also initiated various majors of cost reduction like partiallay off and overall reduction in operating administrative costs. This has helped inachieving reasonable PBT level. The company is currently facing challenges of 2nd waive ofCOVID-19 which has started from March 2021. But with its proven experience of managingbusiness during last financial year it is confident to tide over any such situation whichmay have an adverse impact.
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 2020-21.
TRANSFER TO RESERVES
The Company has transfer Rs. 58526968/- from Surplus in Profit and Loss Account.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there were no material changes in the nature of businessof the company.
There is no changes in the Share Capital of the Company during the year under review.
The Company's equity shares are available for dematerialization through NationalSecurities
Depository Limited and Central Depository Services India Limited.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2021 AND DATE OF THE REPORT
There have been no material changes and commitments which affect the financial positionof the Company that have occurred between the end of the financial year to which thefinancial statement relate and the date of this report.
From 01st January 2021 the manufacturing unit situated at Plot NO. 1702 GIDCUmbergaon Gujarat was closed due to the expiry of the rent agreement.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and at arm's lengthbasis. During the year the Company had entered into contract/arrangement/transactionwhich could be considered material in accordance with the policy of the company onmateriality of related party transactions which is required to be reported in Form No.AOC-2 in terms of Section 134(3)(h) read with the Section 188 of the Act and the rule 8(2)of the Companies (Accounts) Rules 2014 (Annexure-II).
The Company has not accepted any Public deposit during the year under the financialyear ended 31st March 2021. Pursuant to the Ministry of Corporate Affairs (MCA)notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits)Rules 2014 the Company is required to file with the ROC requisite return in Form DPT-3for outstanding receipt of money/loan which is not considered as deposit. The Company iscomplying with the relevant provisions.
NAME OF THE COMPANY WHICH HAVE BEEN BECOME/CEASED TO BE SUBSIDIARIES JOINT VENTURESAND ASSOCIATE COMPANIES DURING THE YEAR
The Company does not have any subsidiaries joint ventures or associate companiesduring the financial year 2020-2021.
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.
NUMBER OF MEETINGS OF THE BOARD:
The Directors of the Company met at regular intervals with the gap between two meetingsnot exceeding 120 days as per Companies Act 2013. During the year under review the Boardof Directors meet 12 (Twelve) times the dates are as follows:
ANNUAL EVALUATION AND BOARD PERFORMANCE
In Compliance with the Companies Act 2013 and SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 the performance evaluation of the Independent Directorswas carried out during the year.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Directors on the basis of criteria.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has in place a familarization program for independent directors to provideinsights into the Company's Business to enable them contribute significantly to itssuccess.
The details of the familiarization program of the Independent directors are availableon the website of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given their declarations stating that they meets thecriteria of Independence as prescribed under Section 149(6) of the Companies Act 2013read with the rules made thereunder and in the opinion of the Board the IndependentDirectors made the said criteria.
The independent Directors i.e Mr. Dhirendra Sangal and Mr. Sugreev Singh got theexemption certificate from passing the online proficiency self-assessment test from IICA.
During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management Personnel and their remuneration. This policy formulates the criteriafor determining qualifications competencies positive attributes and independence for theappointment of a Director (executive/non-executive) and also criteria for determining theremuneration of the Directors KMP and other employees.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
RETIRE BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act 2013 the office of Mr.Ashish Garg Director of the Company is liable to retire by rotation at the annual generalmeeting and being eligible he has offered himself for re-appointment. Accordingly theproposal of his reappointment has been included in the Notice conveying the Annual GeneralMeeting of the company.
A brief resume of directors seeking re-appointment consisting nature of expertise inspecific functional areas and name of companies in which they hold directorship and/ormembership/ chairmanships of committees of the respective Boards shareholding andrelationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI(LODR) Regulations 2015 are given in the section of notice of AGM forming part of theAnnual Report.
1. Mr. Sanjay Bansal (DIN: 01467290) Managing Director of the Company re-appointed forthe period of 5 years w.e.f from 07th February 2021 and the terms & conditionsdecided by the Board of Directors.
2. The Board at its meeting held on June 17 2016 approved the appointment of Mr.Dhirendra Sangal and Mr. Sugreev Singh as an Independent Director of the Company witheffect from June 17 2016 for a period of five years.
The tenure expired on June 17 2021 and Mr. Dhirendra Sangal and Mr. Sugreev Singh wasreappointed at the Meeting of the Board of Directors of the Company held on June 12 2021for further period of five years from June 17 2021 till June 17 2026 subject to theapproval of the shareholders.
In the opinion of the Board they possesses requisite expertise integrity andexperience (including proficiency) for appointment as an Independent Director of theCompany and the Board considers that given their professional background experience andcontributions made by him during their tenure the continued association of Shri.Dhirendra Sangal and Shri Sugreev Singh would be beneficial to the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that:
a) they meet the criteria of independence prescribed under the Act and the ListingRegulations; and
b) they have registered their names in the Independent Directors' Databank.
COMMITTEES OF THE BOARD:
I. The Board has constituted various committees in accordance with the provisions ofthe Companies Act 2013 the details of which are given as under:
1. Audit Committee
2. Stakeholder Relationship Committee 3. Nomination and Remuneration Committee 4.Corporate Social Responsibility Committee
AUDIT COMMITTEE: The committee presently comprises the following three (3)directors:
NOMINATION AND REMUNERATION COMMITTEE: The committee presently comprises thefollowing three (3) directors:
STAKEHOLDERS RELATIONSHIP COMMITTEE: The committee presently comprises thefollowing three (3) directors:
CORPORATE SOCIAL RESPONSIBILITY: The Company has constituted a Corporate SocialResponsibility (CSR) Committee as per the provisions of Section 135 of the Companies Act2013 vide resolution passed in the meeting of the Board of Directors held on October 312020. The committee presently comprises the following three (3) directors:
II. The Board constitutes additional functional committees from time to timedepending upon the business needs.
CORPORATE SOCIAL RESPONSIBILITY
As per the provision of Section 135 of the Companies Act 2013 Corporate SocialResponsibility (CSR) is applicable on the Company for the financial year 2020-21. The CSRinitiatives of the company under the leadership of Mr. Sanjay Bansal Promoter andManaging Director of AVSL Industries Limited.
The Company aims at Women Empowerment'. The Key focus development is WomenEducation and awareness which ultimately help them to live their life more.
The CSR policy formulated by the Corporate Social Responsibility Committee and approvedby the Board. The policy can be accessed at the website of the company.
During the year the company spent Rs. 900000/- (Rupees nine lakh only) on CSRactivities. The Annual Report on the CSR activity is annexed therewith and marked as AnnexureIII to this report.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has adequate financial control procedure commensurate with its size andnature of business. These controls include well defined policies guidelines standardoperating procedure authorization and approval procedures. The internal financial controlof the company are adequate to ensure the accuracy and completeness of the accountingrecords timely preparation of reliable financial information prevention and detection offrauds and errors safeguarding of the assets and that the business is conducted in anorderly and efficient manner.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
The Company has established a Vigil mechanism and whistle blower policy in accordancewith the basis. The policy for vigil mechanism were placed on the Company's website i.eWWW.AVSL.CO.IN in pursuant to the provisions of Section 177 (9) of the Companies Act2013. No complaints of this nature has been received by the Audit Committee during theyear under review.
The Annual Return referred to in sub-section (3) of Section 92 of the Companies Act2013 for the financial year 2020-2021 in Form MGT-9 (Annexure-V) of the Boardreport. Accordingly the web link for the Company is WWW.AVSL.CO.IN for the annualreport.
The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
AUDITORS AND THEIR REPORTS
(I) STATUTORY AUDITORS
The Members of the Company at their 15th Annual General Meeting held on September 242018 appointed M/s Mamraj & Co. (FRN: 006396N) Statutory Auditors of the Company forthe period of five years i.e. commencing from the conclusion of the 15th AGM till theconclusion of 20th Annual General Meeting.
M/s. Mamraj & Co. has audited the book of accounts of the Company for theFinancial Year ended March 31 2021 and have issued the Auditors' Report thereon. Thereare no qualifications or reservations or adverse remarks or disclaimers in the saidReport.
In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 07 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the Notice conveningthe ensuing AGM does not carry any resolution on ratification of appointment of StatutoryAuditors.
(II) 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 appointed Akshit Gupta & AssociatesCompany Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Companyfor the Financial Year 2020-2021 and their report is annexed to this report as `Annexure-IV'.
There are no qualifications or reservations or adverse remarks or disclaimers in thesaid Report.
The Board has also appointed APMG & Associates as Secretarial Auditor to conductSecretarial Audit of the Company for Financial Year 2021-2022.
(III) INTERNAL AUDITORS
Section 139 of the Companies Act 2013 and the rules made thereunder the Boardappointed Rajeesh Sareen & Associates (Registration No. 024475N) Chartered Accountantas an Internal Auditor to conduct Internal Audit of the Company for the Financial Year2020-2021.
The Company has also appointed M/s RSAC and Co. LLP Chartered Accountant as anInternal Auditor of the Company for financial year 2020-21.
(IV) COST AUDITOR
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 the Cost audit or maintenance of cost records are not applicable tothe Company.
(V) REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 and Rules framed thereunder any instances of fraud against the Company by itsofficers or employees the details of which would need to be mentioned in the BoardReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2021 is given below:
(A) Conservation of energy:
i) The Steps taken or impact on conservation of energy:
The operations of the Company do not involve high energy consumption. However theCompany has for many years now been laying great emphasis on the Conservation of Energyand has taken several measures including regular monitoring of consumption implementationof viable energy saving proposals improved maintenance of systems etc.
ii) The steps taken by the company for utilizing alternate sources of energy includingwaste generated: The Company installed a Solar Power Generating System on March 1 2021 inthe manufacturing unit situated at E-675 Ph. I to IV Ghatal Samtal Bhiwadi Rajasthan-301019 and the total energy consumed from the day of set up to till date is 141088 KWH.
iii) The Capital investment on energy conservative equipment's: Rs. 5806250/-
(B) Technology absorption:
i) The efforts made towards technology absorption: Nil ii) The benefits derived likeproduct improvement cost reduction product development or import substitution: Nil
iii) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year):
(c) Foreign Exchange Earnings/ Outgo:
The details of total foreign earnings/outgo are as follows: Value of Imports on C.I.FValue: Rs. 264759012/- Expenditure in Foreign Currency: Rs. 276646005/-
25. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement based on the knowledge and belief andthe information and explanations obtained directors confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) such accounting policies selected and applied consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company for the financial year ended 31st March 2021 and of the profitand loss of the company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) Annual accounts for the financial year ended 31st March 2021 have been prepared ona going concern basis; e) internal financial controls have been laid down and followed bythe company and that such internal financial controls are adequate and operatingeffectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Company has been complying with the principles of Good Corporate Governance overthe years and is committed to the highest standards of Compliance.
Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015 the Compliances withCorporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i)of regulations and Para C D and E of Schedule V shall not apply to the listed entitywhich has specified securities on the SME Exchange.
Therefore the Corporate Governance Report is not applicable on the Company. Hence theCorporate Governance Report does not form part of this Board Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
INVESTOR EDUCATION AND PROTECTION FUND
There were no amounts required to be transferred to the Investor Education andprotection fund by the Company during this year.
HUMAN RESOURCE MANAGEMENT
The Company believes that human resources are the key resource and integral part of theorganization and endeavors to create a culture of openness and empowerment amongst itsemployees and provide them good career growth. The Company truly believes in trusttransparency and teamwork to improve employees productivity at all levels and is committedto the welfare of the employees and their families by having performance reviewrecognition and reward system in place.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has been employing women employees in Registered Office. The Company has inplace a policy against Sexual Harassment in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committees is set up to redress complaints if received and aremonitored on regular basis. During the year under review the Company did not receive anycomplaint regarding sexual harassment.
RISK MANAGEMENT AND ANALYSIS
A key factor in determining a Company's capacity to create sustainable value is therisks that the Company is willing to take (at strategic and operational levels) and itsability to manage them effectively. Our Company is mainly deal in manufacturing of PVCCompound HDPE tapes wooden door frames etc. and also trading of agro based commodities.
Many risks exist in a company's operating environment and they emerge on a regularbasis. The Company's Risk Management processes focuses on ensuring that these risks areidentified on a timely basis and addressed. In our company audit committee has anadditional oversight in the area of financial risks and its controls. Other majoroperational risks are being identified by the management of the Company from time to time.However constitution of Risk Management Committee is not applicable as it is applicableto top 500 listed companies only.
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors members debenture holders and debenture trustee during theyear under review. BY ORDER OF THE BOARD OF DIRECTORS