AVI Products India Ltd Directors Report.

To

The Shareholders,

Your directors have pleasure in presenting the 32nd Annual Report along with the Audited Financial statements of the Company for the financial year ended 31st March, 2021

FINANCIAL RESULTS:

Your Companys financial performance for the year ended 31st March, 2021 is summarized below:

Particulars For the Year ended on 31.03.2021 For the Year ended on 31.03.2020
Total Income 2,54,87,165 4,15,74,019
Total Expenditure 2,48,12,236 4,01,19,181
Profit/(Loss) before taxation 6,74,930 14,54,838
Provision for Tax 1,05,290 2,26,955
Profit/(Loss) after Taxation 5,69,640 12,27,883
Earning per equity share (Basic & Diluted) (Face Value of Rs. 10/- each) 0.55 1.18

WORKING RESULTS AND STATE OF COMPANYS AFFAIRS:

The company is doing trading business in Dental products & Food and Beverages. The company having entered into the Food & Beverages business is promoting its live Ice cream brand "IFRUIT" through a franchisee arrangement. The company has made substantial business in this activity and is targeting to reach 200 franchisees in the next 2 years. During the year the Company has a profit of Rs.569,640/- against a profit of Rs. 12,27,883/-in the previous year.

DIVIDEND:

With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend for the year under the review.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

RESERVE:

No amount as been transferred to the General Reserve during the year.

SHARE CAPITAL:

The Issued, Subscribed and paid-up equity capital of your company as on March 31, 2021 stood at Rs. 1,04,40,220/- comprising of 1044022 Equity shares of Rs.10/-each during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr.Avinash Vora, Managing Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Members are requested to refer the Notice of ensuing Annual General Meeting for brief profile and other related information of Mr. Avinash Vora, Managing Director retiring by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there were no changes in the Board of Directors of the Company.

In terms of Section 203 of the Companies Act, 2013, as on 31st March, 2021, the following are the Key Managerial Personnel (KMP) of the Company:

1. Mr.Avinash D. Vora : Chairman and Managing Director
2. Ms. Vaishali Rathod : Company Secretary
3. Mr. Vikram Vora : Whole- Time Director
4. Ms. Hemali Patel : Chief Financial Officer

BOARD MEETINGS:

During the year under review, 4 (Four)meetings were held. The dates of the meetings are 31st July, 2020, 14th September 2020,12th November, 2020 and 6th February, 2021 Attendance of Directors at the Board Meeting is as under:

Sr. No. Name of Director No. of Board Meetings attended
1 Mr. Avinash D. Vora 4 of 4
2 Mr. Vikram A. Vora 4 of 4
3 Mr.PradeepH. Joshi 4 of 4
4 Mr. Pradeep Kumar 4 of 4
5 Mrs. Daksha N. Vora 4 of 4

COMMITTEES OF THE BOARD:

I. Audit Committee

The Composition of Audit Committee is as under:

i. Mr. Pradeep Kumar-Chairman, Non-Executive and Independent Director

ii. Mr. Pradeep H. Joshi-Non-Executive and Independent Director

iii. Mr. Avinash D. Vora- Executive Director

In the financial year 2020-2021, the Audit Committee met four times. The Meetings were held are 31st July, 2020, 14th September 2020, 12th November, 2020, 6th February, 2021.

Attendance of Audit Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 4/4
2 Mr. Pradeep H. Joshi 4/4
3 Mr. Avinash D. Vora 4/4

II. Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee is as under:

i. Mr. Pradeep Kumar-Chairman, Non-Executive and Independent Director

ii. Mr. Pradeep H. Joshi -Non-Executive and Independent Director

iii. Mrs. Daksha N. Vora-Non- Executive Director

In the financial year 2020-2021 the Nomination and Remuneration Committee met one time. The Meetings was held on 14th September, 2020.

Attendance of Nomination and Remuneration Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 1/1
2 Mr. Pradeep H. Joshi 1/1
3 Mrs. Daksha N. Vora 1/1

III. Stakeholders Relationship Committee

The Composition of Stakeholders Relationship Committee is as under:

i. Mr. Pradeep Kumar-Chairman, Non-Executive and Independent Director

ii. Mr. Pradeep H. Joshi -Non-Executive and Independent Director

iii. Mr. Avinash D. Vora -Executive Director

In the financial year 2020-2021, the Stakeholders Relationship Committee met Four times. The Meetings were held on 24th June, 2020, 25th September, 2020, 23rd December, 2020 and 30th March, 2021.

Attendance of Stakeholders Relationship Committee Members is as under:

Sr. No. Name of Director No. of Board Meetings/ Meeting attended
1 Mr. Pradeep Kumar 4/4
2 Mr. Pradeep H. Joshi 4/4
3 Mr. Avinash D. Vora 4/4

ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of all the Directors and the Board including Committees. The Company has devised a Policy for performance evaluation of all the Directors, the Board and the Committees which includes criteria and factors for performance evaluation. The appointment/re-appointment /continuation of Directors on the Board shall be based on the outcome of evaluation process.

The Directors expressed their satisfaction with the evaluation process.

RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the Audit Committee authority to monitor the Risk Management Policy including (a) Overseeing and approving the

Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. We affirm that, all risk managements are monitored and resolved as per the process laid out in the policy.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of directors and recommends to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Rules made thereunder are as follows:

a) The committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b) The committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) The committee shall also ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

a) To guide the Board in relation to appointment and removal of directors, key managerial personnel and senior management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

c) To recommend to the Board on remuneration payable to the directors, key managerial personnel and senior management.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriator exceptional cases. Details of the Vigil Mechanism policy are made available on the Companys website www.aviphoto.in

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuantto the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors state that:

a. in the preparation of the annual accounts for the year ended 31ST March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have 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 at the end of the financial year and of the loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the review the provisions of Section 135 of the Companies Act, 2013, related to Corporate Social Responsibility is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

AUDITORS:

M/s. N.K Jalan& Co, Chartered Accountants (Firm Registration No.104019W), Mumbai , were appointed as statutory auditor of the company in the 31st Annual General Meeting of the company held in the year 2020, they are holding office of the auditor upto the conclusion of the 36th Annual General Meeting.

M/sN.K Jalan& Co, Chartered Accountants (Firm Registration No.104019W) have confirmed that they are not disqualified to continue as the statutory auditor of the Company for the financial year 31.3.2022 in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and their firm is also peer reviewed.

STATUTORY AUDITORS OBSERVATIONS:

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had re-appointed M/s. Anish Gupta& Associates, Company Secretaries, as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.03.2021. The Secretarial Audit Report issued by the Secretarial Auditor M/s. Anish Gupta &Associates for the financial year 31.03.2021 is annexed herewith as "Annexure A" to this report.

SECRETARIAL AUDITORS OBSERVATIONS:

The Secretarial Auditor of the Company has given unqualified report during the year under review.

CORPORATE GOVERNANCE REPORT:

As per the requirement of SEBI Circular No. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 No. SEBI/LAD-NRO/GN/2015- 16/013 dated September 2, 2015, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report.

Since, the Paid-Up Equity Share Capital of the Company is Rs. 1,04,40,220 and Net Worth is of Rs.1,58,34,667.80/-as on Financial Year ending 31st March, 2021, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis forms a part of this annual report.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available www.aviphoto.in.

RELATED PARTIES TRANSACTIONS:

During FY 2020-2021, All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, advances or guarantees or made investments covered under the provisions of section 186 of the Companies Act, 2013 during the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosures is given as "Annexure C" to this report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz Details of Top ten employees of the company in terms of remuneration drawn during 2019-20 is not applicable as none of the employee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred between ends of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

DISCLOSURES REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe & conducive work environment to its employees and has formulated Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. Internal Committees have been set up to redress complaint(s)regarding sexual harassment. During the year under review, no case of sexual harassment was reported.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Your Company does not have any activity relating to conversion of energy or technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ Associate Company of your Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.

PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Your Company has not issued any shares with differential voting.

• Your Company has not issued any sweat equity shares.

• There was no revision in the financial statements.

• There has been no change in the nature of business of your Company.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

By order of the Board of Directors
For AVI PRODUCTS INDIA LIMITED
(formerly known as AVI Photochem Limited)
Sd/-
Avinash Vora
Chairman
(DIN No.02454059)
Place: Vasai
Date: August 12th , 2021