Avery India Ltd Directors Report

FOR THE FINANCIAL YEAR 2017-18

To,

The Members,

Avery India Limited

Your directors have pleasure in presenting their 71st Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1. Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your Company as standalone and consolidated i.e. along with its subsidiary Salter India Limited is as under:

Particulars	Standalone Financials		Consolidated Financials
	Year ended 31st March 2018	Year ended 31st March 2017	Year ended 31st March 2018	Year ended 31st March 2017
Net Turnover (after excise duty)	74,48,95,960	72,58,34,394	85,23,69,614	80,32,15,140
Profit/(Loss) before Interest & Depreciation and extraordinary item	25,02,53,722	23,43,04,127	29,64,69,603	26,48,59,968
Less Depreciation	1,67,37,488	1,66,68,619	1,80,30,327	1,79,29,231
Profit/(Loss) before tax	23,35,16,234	21,76,35,507	27,84,39,276	24,69,30,737
Less: Tax Expense	8,38,31,347	7,47,70,577	9,65,91,133	8,44,82,049
Profit/(Loss) after tax	14,96,84,887	14,28,64,930	18,18,48,143	16,24,48,688
Add: Balance B/F from the previous year	1,01,24,53,668	86,95,88,738	1,23,09,60,849	1,06,85,12,162
Balance Profit /(Loss) C/F to the next year	1,16,21,38,555	1,01,24,53,668	1,41,28,08,992	1,23,09,60,849

2. State of Companys Affairs and Future Outlook

During the year under report, your Company continued to focus mainly on Weighing Machines and Load Cells. Total sale during the year has increased to INR 745 Million as against INR 726 Million in the year 2016-17. This has been a good financial year with better revenue and better profits. Your Company has been working on latest innovative products which includes weigh bridge automation.

To further strengthen controls in service business, your Company has implemented global software called "Service Now". This will help to improve Customer Service as well as productivity of Companys Service team.

The Directors of the Company are continuously looking out for avenues to increase the existing business of the Company.

3. Change in nature and status of business, if any

During the year under report there was no change in nature or status of the business. Company continued to focus on production and sale of weighing machines and load cells.

4. Dividend

In order to conserve resources for the business of the Company, your Directors do not recommend payment of dividend for the financial year ended 31st March, 2018.

5. Amounts Transferred to Reserves

The Board of the Company has decided not to transfer any amount to its reserves.

6. Changes in Share Capital, if any

During the Financial Year 2017-18, there was no change in the share capital of the Company. Details of authorized share capital, paid up share capital, number of shares and class of shares are as below:

Particulars	2017-18	2016-17
Authorized Capital	Rs. 12,00,00,000	Rs. 12,00,00,000
Paid-up Capital	Rs. 9,83,23,020	Rs. 9,83,23,020
Class of securities issued	Equity shares	Equity shares
No. of shares issued	98,32,302	98,32,302
Face value	Rs. 10/- per share	Rs. 10/- per share

Other mandatory disclosures relating to the Capital Structures are provided hereunder:-

a) Issue of Equity Shares with Differential Rights:-

During the period under review, the Company has not issued any Equity Shares with Differential Rights.

b) Issue of Employee Stock Options:-

During the period under review, the Company has not issued any Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

c) Issue of Sweat Equity Shares:-

During the period under review, the Company has not issued any sweat equity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

7. Extract of Annual Return

The extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 in format MGT -9, for the Financial Year 2017-18 has been enclosed and forms part of this report as Annexure -1.

8. Number of Board Meetings

During the Financial Year 2017-18, Six (6) meetings of the Board of Directors of the Company were held i.e. 12^th May 2017, 22^nd June 2017, 18^th July 2017, 01^st Sep 2017, 29^th Dec 2017 & 30^th Jan 2018 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Particulars of Loan, Guarantees and Investments under Section 186

The Company has not given any loan, Guarantee or made any investment under Section 186 of Companies Act 2013.

10. Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribed format, AOC 2 has been enclosed with the report as Annexure - II.

11. Explanation to Auditors Remarks

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report and, therefore, do not call for any further comments under Section 134(3)(f)(i) of the Companies Act, 2013.

12. Material Changes Affecting the Financial Position of the Company

There are no subsequent events that have occurred from March 31, 2018 through the date of this report which would affect the financial position of your Company.

13. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation	Manufacturing process of the Company is not very energy intensive. However all efforts are made to optimize energy consumption and conservation. Some of the steps taken by the Company are efficient utilization of Central Air-conditioning Plant, Compressors, Welding machines etc. Regular maintenance of Generator Sets, Sub Station equipment, Transformer, P.F. Capacitor Banks and Switching over to low consumption LED Tubes. Company has installed energy efficient Air Conditioners and purchased one inverter MIG welding machine during the previous year.
Steps taken for utilizing alternate sources of energy	Company is continuing use the solar panels installed during previous years
Capital investment on energy conservation equipments	Rs. 16,24,163

b) Technology Absorption:

Efforts made for technology absorption	Technical information regarding new developments in weighing and sensor technology is regularly exchanged between our collaborators Technical Department and the Company.
Benefits derived	Improved productivity and quality improvement.
Expenditure on Research & Development, if any	Recurring ExpenditureRs. 77,05,147
Details of technology imported, if any	There has been no import of technology in last three years reckoned from the beginning of the Financial year.
Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

c) Foreign Exchange Earnings/ Outgo:

Earnings	Rs. 7,86,30,179
Outgo	Rs. 7,19,61,151

14. Details of performance and financial position of the Subsidiary, Joint Venture or Associates

The Company during the year had one wholly- owned subsidiary i.e. Salter India Limited, engaged in the business of manufacturing of various types of mechanical weighing scales including its accessories.

The Company has no joint venture or associate company.

It was a good and progressive year for Salter India Limited, the Companys subsidiary with increased turnover and increased profits. The turnover of Salter India Limited during the year ended 31st March, 2018 has increased from INR 77.3 Million to INR 107.4 Million. Its profits after tax has increased from INR 19.5 Million to INR 32.1 Million during the financial year ended 31st March, 2018.

During the year, the Board of Directors of the Company reviewed the affairs of the subsidiary. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format in AOC -1 is annexed to this report in accordance with Section 129(3) of the Companies Act, 2013 as Annexure - III.

15. Consolidated Financial Statement

Since, the Company has a subsidiary i.e. Salter India Limited, the Company has prepared the Financial Statements in accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement forms part of the financial statement of the Company.

During the year, your Directors reviewed the affairs of the subsidiary. In accordance to Section 129(3) of the Companies Act, 2013, the Financial Statements of the subsidiary companies and the related detailed information shall be made available to the shareholders of the Company and its subsidiaries seeking such information at any time. The Financial Statements of the subsidiary company shall also be available for inspection by the shareholders at the registered office of the Company and that of the subsidiary concerned.

16. Risk Management Policy

Like every other Company, Company is prone to risks like technological changes, exchange rate risk and financial risk etc. But Company is not per-se subjected to any risk which can really question the existence of Company. Your Company has adequate control to assess such kind of risks and your Company is equipped to take appropriate measures to overcome such contingencies.

17. Details of Directors and Key Managerial Personnel

Name	Date of Appointment	Status as on 31.03.18	Movement during the year 2017-18
Mr. Basant Kumar Sandooja	19-08-2010	Managing Director	No change
Mr. Rohit Gupta	30-11-2011	Director	No change
Mr. Lance Elliot Read	30-09-2014	Director	No change
Ms. Mary Ann Spiegel	30-09-2014	Director	No change
Mrs. Kanchan Gambhir	30-06-2011	Company Secretary	No change

Details of meetings attended by each of the Directors during the year are as below:

SI. No.	Name of the Director	Number of Meetings held/ attended	Date of Meetings attended
1	Mr. Basant Kumar Sandooja	6/5	12-05-2017, 18-07-2017, 01-09-2017, 29-12-2017, 30-012018
2	Mr. Rohit Gupta	6/5	12-05-2017, 22-06-2017, 01-09-2017, 29-12-2017, 30-012018
3	Mr. Lance Elliot Read	6/2	18-07-2017, 30-01-2018
4	Ms. MaryAnn Spiegel	6/1	22-06-2017

During the year under report, no Director / KMP has been appointed or has ceased. Mr. Rohit Gupta is liable to retire in the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

18. Details of significant & material orders passed by the regulators or courts or tribunal

No such order was passed by any of the authorities which impacts the going concern status and Companys operations in future.

19. Voluntary Revision of Financial Statements or Boards Report

There has been no voluntary revision of Financial Statements or Boards Report in respect of any of the three preceding financial years to be disclosed.

20. Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company has adequate internal financial controls in place with reference to financial statements. The Companys structure and procedure identifies and guards against frauds. During the previous years the Company had centralized the accounting function, invoicing etc. from area offices to the Head office.

21. Deposits

The Company has neither accepted/ invited any deposits from the public during the period, nor there are any outstanding deposits of earlier years covered under Chapter V of the Companies Act, 2013 and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

22. Receipt of any commission by MD / WTD from a Company or for receipt of commission / remuneration from its Holding or subsidiary

None of Directors/ MD has received any Commission/ Remuneration from its Holding or Subsidiary Company.

23. Declaration by Independent Director

The Company is not required to appoint any Independent Director under Companies Act, 2013 or under its Rules related thereto. Hence, this disclosure is not applicable on the Company.

24. Secretarial Audit Report

Since the provisions related to Secretarial Audit are not applicable on your Company, there is no requirement for conducting the Secretarial Audit as required under Section 204 of the Companies Act, 2013.

25. Corporate Social Responsibility (CSR)

The Company has in place a Corporate Social Responsibility Policy which allows activities to be covered in the areas of promotion of education, environmental sustainability, promotion of health etc. The CSR policy is available at the website of the Company - www.avervweigh-tronix.com/India. Following are the members of the Corporate Social Responsibility Committee:

Mr. Basant Kumar Sandooja	Member
Mr. Rohit Gupta	Member
Mr. Lance Elliot Read	Member

During the previous years, Company has identified projects for promoting education of girl child and . Company had entered into an understanding with United Way of Mumbai, a registered NGO for executing such CSR Projects. After due deliberations, a commitment was made towards promotion of education of girl child and an MOU was entered with United Way of Mumbai. Company has executed one project on education of girl child and is searching more of similar kind of projects to accomplish its CSR responsibilities.

During the year, Company had one meeting of CSR Committee on 29-12-2017, which was attended by Mr. Rohit Gupta & Mr. Basant Kumar Sandooja.

The report on CSR activities in terms of provisions of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure - IV which forms part of this report.

26. a) Audit Committee

Paid up Capital of the Company is less than INR 10 Cr, hence, provisions of the Audit Committee are not applicable to the Company and does not require any disclosure.

b) Nomination & Remuneration Committee Policy

Paid up Capital of the Company is less than INR 10 Cr, hence, provisions of the Nomination & Remuneration Committee are not applicable to the Company and does not require any disclosure

27. Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees

Provisions relating to formal evaluation of Boards and its Directors Performance are not applicable on your Company.

28. Stakeholder & Grievance Redressal Committee. Following are the members of Committee:

Mr. Rohit Gupta	Chairman
Mr. Basant Kumar Sandooja	Member

During the Financial Year 2017-18, Six (6) meetings of the Committee were held on 07^th June 2017, 3^rd July 2017, 01^st Sep 2017, 12^th Oct 2017, 28^th Nov 2017 & 8^th Jan 2018.

29. Disclosure on Establishment of a Vigil Mechanism

The provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 are not applicable on the Company as the Company has neither accepted deposits from Public nor borrowed money from banks and institutions in excess of Rs. 50 crores.

30. Particulars of Employees remuneration

Disclosures pursuant to Section 197 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to your Company being an Unlisted Company.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In compliance to the new Act of "Sexual Harassment of Women at work-place (Prevention, Prohibition and Redressal) Act, your Company has a duly constituted an Internal Complaints Committee. Following are members of Committee:

Name of the Member	Designation
Mrs. Kanchan Gambhir	Presiding Officer
Mrs. Sunita Verma	Member
Mr. Pradeep Mehta	Member
Mr. Manoj Kapoor	External Member

The Committee has formulated Policy duly approved by the Board to ensure statutory protection to its female employees.

Complaints received during the year	NIL
Complaints resolved during the year	Not Applicable

32. Fraud Reporting

During the year, no fraud whether actual, suspected or alleged was reported to Board of Directors.

33. Statutory Auditors and Auditors Report

In previous AGM held on 29th September 2017, M/s. Deloitte Haskins & Sells, Chartered Accountants, Registration No. 015125N, New Delhi, were appointed for a period of five years pursuant to Section 139 of the Companies Act, 2013 and will hold office till the conclusion of the Seventieth Annual General Meeting. Also, their appointment was subject to be ratified by the Members of the Company at every AGM in terms of the first proviso to Section 139 of the Companies Act 2013. However, pursuant to the Companies Amendment Act, 2017 with effect from 7th May, 2018 the requirement of ratification appointment of Statutory Auditors at every AGM has been revoked.

Further, the Company has obtained written consent from the Auditors declaring their consent and eligibility to act as the Statutory Auditors for the financial year ending 31st March, 2019.

34. Cost Auditors

The provisions related to Appointment of Cost Auditors are not applicable to your Company.

35. Management Discussion and Analysis Report

Provisions related Management Discussion and Analysis Report are not applicable to your Company, being an unlisted Company.

35(a). Secretarial Standards

The Company has complied with the Secretarial Standards applicable to it during the Financial year 2017-18.

36. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit /loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. General Disclosures

• There was no change in financial year starting from 01.04.2017 to 31.03.2018.

• There were no changes in the directorship during the financial year.

Acknowledgment

Your Directors wish to place on record their appreciation for the commitment and dedication shown by the employees in all areas of operations of the Company. Various Human Resources initiatives were undertaken to align the Human Resources policies with the growing requirements of the business. Industrial relations remained cordial during the year. As on 31st March, 2018, your Company had 281 employees.

Your Directors wish to place on record their appreciation for the continued cooperation and whole-hearted support given by the Companys Customers, Shareholders, Suppliers, Bankers, State & Central Government as well as Illinois Tool Works Inc. and Avery Weigh-Tronix groups, the promoters of your Company.

* Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification / disclosure.

	By the order of the Board
Basant Kumar Sandooja	Rohit Gupta
Managing Director	Director
DIN-02129150	DIN-00322010
Place: Gurugram Date: 21-08-2018