avro india ltd Directors report

To

The Members,

Your Directors are pleased to present to the valued stakeholders, the 27^th Annual Report of AVRO INDIA LIMITED along with the Audited Financial Statements of the Company for the Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

PARTICULARS		Standalone
		2022-23	2021-22
Income from Business		8001.30	6,474.08
Operations
Other Income		232.79	46.40
Total Income		8,234.09	6,520.48
Less: Expenditure except		7,373.48	5,958.17
Depreciation & Finance cost
Profit before Interest,		860.61	562.31
Depreciation and Tax
Less: Interest and other		95.89	41.53
Financial Charge(s)
Profit/Loss before		764.72	520.78
Depreciation and Tax
Less: Depreciation		181.92	128.28
Profit/Loss before Tax before Exceptional &		582.80	392.50
Extraordinary item
Less: Exceptional Item		-	-
Less: Extraordinary item		-	-
Profit/Loss before Tax		582.80	392.50
Less: Tax Expense		163.37	95.87
Add/Less: Deferred Tax		4.31	(0.97)
Net Profit/Loss after Tax		415.12	297.60
Other Comprehensive	0.46			1.78
Income, net of tax
Total Comprehensive	415.58			299.38
Income
Earnings per share:
Basic	4.12			2.95
Diluted	4.12			2.95

Turnover of your company for the year ended March 31,

2023 was 8,001.30 Lakhs as compared to 6,474.08 lakhs during the previous year ended March 31, 2022.

The Profit after tax for the year under review was 415.12 lakhs as compared to 297.60 lakhs for the previous year.

Basic Earning per Share was 4.12 for the year ended

March 31, 2023 as compared to 2.95 during the previous year ended March 31, 2022.

2. STATE OF COMPANYS AFFAIR

Avro India Limited is a plastic Molded Furniture entity and having one of the largest product range offering three years guarantee on selected products manufactured with imported machines.

During the financial year under review, the Company has started manufacturing polymer by using plastic waste for inhouse consumption. Thereafter, the Company has commenced a new plant for recycling facility with capacity of 300 metric ton per month w.e.f. 22^nd December, 2022. During the financial year ended 2022-23, the revenue of the Company has increased significantly as compared to last financial year.

3. DIVIDEND

With a view to conserve the resources of Company for future growth, the Board has decided to retain the profits generated and has not recommended any dividend for the financial year ended March 31, 2023.

Pursuant to provisions of Section 124 and 125 of the

Act, there is no amount of Dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed equity shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

4. CHANGE IN THE NATURE OF BUSINESS

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

5. TRANSFER TO RESERVES

The Profit earned during the year has been carried to the Reserves of the Company.

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

7. PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 (‘the Act) read with Companies (Acceptance of Deposits) Rules, 2014. There were no deposits which remained unpaid or unclaimed by the Company as on March 31, 2023. The Company has not made any default in repayment of deposits or payment of interest thereon during the year.

8. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or without differential rights.

Authorised Capital:

As on 31^st March, 2023, the Authorized Share Capital of the Company is 11,00,00,000 (Rupees Eleven Crores) divided into 1,10,00,000 equity shares 10/- each.

Issued, Subscribed & Paid-up Capital:

As on 31^st March, 2023, the issued and Paid-up Share Capital of the Company stood at 10,08,74,000/- divided into 1,00,87,400 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

During the year, the equity shares of the Company migrated from Emerge platform of National Stock Exchange of India Ltd. to Main Board of National Stock Exchange of India Ltd. w.e.f. April 07, 2022 vide NSE approval dated April 05, 2022 and listed on BSE Limited w.e.f. April 07, 2022 vide notice of BSE Ltd. dated April 05, 2022.

The Listing Fee for the financial year 2023-24 has been paid to NSE Ltd & BSE Ltd. The ISIN No. of the Company is INE652Z01017.

11.ANNUAL RETURN

Pursuant to Section 134(3(a) and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Companys website and can be accessed through the link https://www.avrofurniture.com/pages/Annual-Returns

12.CREDIT RATING

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

The Board of Directors of the Company has optimum combination of executive and non-executive directors including independent directors and women directors in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31^st March, 2023, the Board of Directors comprises of 8 (Eight) Directors out of which 3 (three) are Executive Directors, 1 (One) is Non-Executive

Director and 4 (four) are Independent Directors. A brief profile of the Directors is available on the website of the Company www.avrofurniture.com.

None of the Directors of Board was a member of more than ten Committees or Chairman of more than five committees across all the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Further, all the Directors of the Company have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI Order or any other such authority.

The details of composition of the Board as at March 31, 2023, the attendance record of the Directors at the Board Meetings held during the financial year 2022-23 and last Annual General Meeting.

Also, during the year under review, the non-executive directors of the Company had no pecuniary relationship or transaction with the Company other than sitting fees, reimbursement of expenses, if any.

Director Retire by Rotation

Pursuant to Section 152 of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Sushil Kumar Aggarwal (DIN: 00248707), Whole Time Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Secretarial Standard-III issued by Institute of Company Secretaries of India, of the person seeking re-appointment as Director is annexed to the Notice convening the twenty seventh annual general meeting.

Changes during the year

During the financial year 2022-23, based on the recommendations of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 14^th April, 2022 appointed Mr. Nikhil Aggarwal (DIN: 09502555) as an Additional Director in the capacity of Whole Time Director w.e.f. 14^th April, 2022 subject to approval of shareholders in general meeting.

The Board of Directors in its meeting held on April 14, 2022 and based on the recommendations of Nomination and Remuneration Committee appointed Mrs. Richa Kalra (DIN: 07632571) as an Additional Director in the capacity of Independent Director w.e.f. 14th April, 2022 subject to approval of shareholders in General Meeting.

Mrs. Iti Goyal (DIN: 07983845), Independent Director resigned the from the Directorship of the Company due to pre-occupation vide resignation letter dated July 31, 2022 w.e.f. July 31, 2022 and confirmed that there were no other material reasons other than pre-occupation.

The Board of Directors in its meeting held on August 29, 2022 and based on the recommendations of Nomination and Remuneration Committee appointed Mr. Sushil Kumar Goyal as an Additional Director in the capacity of Independent Director w.e.f. August 29, 2022 subject to the approval of shareholders of the Company in General Meeting.

During the financial year 2022-23, based on the recommendations of Nomination and Remuneration Committee, the Board of Directors in their meeting held on February 11, 2023 reappointed Mr. Sushil Kumar Aggarwal (DIN: 00248707) as a Chairman & Whole Time Director of the Company, Mr. Sahil Aggarwal (DIN: 02515025) as a Managing Director of the Company and reappointed Mrs. Vandana Gupta as an Independent Director of the Company for a period of five years w.e.f. 21^st March, 2023 respectively subject to the approval of shareholders of the Company. The reappointment of Mr. Sushil Kumar Aggarwal as a Whole Time Director of the Company for a period of five years w.e.f. March 21, 2023, the reappointment of Mr. Sahil Aggarwal as a Managing Director of the Company for a period of five years w.e.f. March 21, 2023 and reappointment of Mrs. Vandana Gupta as an Independent Director of the Company for a period of five years w.e.f. March 21, 2023 was confirmed by the shareholders of the Company in the extraordinary general meeting held on March 17, 2023.

Change in Designation

During the financial year 2022-23, the appointment of

Mr. Pawan Dixit (DIN: 09502555), who was appointed as an Additional Director in the Board meeting held on February 11, 2022, was confirmed by the shareholders as Independent Director for a period of five years w.e.f. February 11, 2022 in the extraordinary general meeting held on May 10, 2022.

The appointment of Mr. Nikhil Aggarwal (DIN: 03599964) who was appointed as an Additional Director in the Board meeting held on April 14, 2022 was confirmed by shareholders as Whole Time Director for a period of five years w.e.f. April 14, 2022 in the

Extraordinary General meeting of the company held on

May 10, 2022.

The appointment of Mrs. Richa Kalra (DIN: 07632571) who was appointed as an Additional Director in the Board Meeting held on 14^th April, 2022 was confirmed by the members of the Company as an Independent Director for a period of five years w.e.f. April 14, 2022 in the Extraordinary General Meeting of the Company held on May 10, 2022.

The appointment of Mr. Sushil Kumar Goyal (DIN: 09719226) who was appointed as an Additional Director in the Board meeting held on 29^th August, 2022 was confirmed by the members of the Company as an Independent Directors for a period of five years w.e.f. August 29, 2022 in the 26^th Annual General Meeting of the Company held on 28^th September, 2022.

Key Managerial Personnel (KMP)

As on 31^st March, 2023, following are the Key

Managerial persons of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014.

S.No.	Name	Designation
1.	Mr. Sushil Kumar Aggarwal	Chairman & Whole Time Director
2.	Mr. Sahil Aggarwal	Managing Director
3.	Mr. Nikhil Aggarwal	WholeTime Director
4.	Mr. Ghanshyam Singh	Chief Financial Officer
5.	Mr. Sumit Bansal	Company Secretary & Compliance Officer

14. DECLARATION OF INDEPENDENCE BY

INDEPENDENT DIRECTORS & ADHERENCE TO THE COMPANYS CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they qualify to be independent directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in the opinion of Board, the independent directors fulfills the conditions specified in Listing Regulations and they are independent of the management. All the Independent Directors have affirmed that they have adhered and complied with the Companys Code of Conduct for Independent Directors prescribed in Schedule IV to the Act.

Further, the Independent Directors have confirmed that they are not aware of any circumstance, situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2023 have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in terms of Section 150 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of

Directors) Rules, 2014, Mrs. Vandana Gupta, Mr. Pawan

Dixit, and Mr. Sushil Kumar Goyal, Independent Directors of the Company have passed the online proficiency self-assessment test and Mrs. Iti Goyal and Mrs. Richa Kalra are exempted and not required to undertake online proficiency self-assessment test.

The Board is of the opinion that the Independent Directors on the Board of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity and are independent of management.

15. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 9 (Nine) times during the financial year ended March 31, 2023 in accordance with the provisions of Companies Act 2013 and rules made thereunder. The intervening gap between two board meetings was within the period as prescribed under Companies Act 2013 and Secretarial Standard-1. The requisite quorum was present at all the meetings and Directors have actively participated in the meetings and contributed valuable inputs on the matters brought before the board of Directors from time to time.Date of Board meetings i.e. 14.04.2022, 10.05.2022, 07.06.2022, 24.06.2022, 07.08.2022, 29.08.2022, 30.09.2022, 14.11.2022, 11.02.2023.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given in the report on Corporate Governance.

S. No	Name of Directors	No. of Board Meetings
		Held	Attended
1.	Sushil Kumar Aggarwal	9	7
2.	Sahil Aggarwal	9	9
3.	Anita Aggarwal	9	8
4.	Vandana Gupta	9	9
5.	Iti Goyal*	4	4
6.	Pawan Dixit	9	9
7.	Nikhil Aggarwal**	9	8
8.	Richa Kalra#	9	8
9.	Sushil Kumar Goyal##	4	3

*Mrs. Iti Goyal ceased to be Director of the Company w.e.f.

31^st July, 2022.

**Mr. Nikhil Aggarwal was appointed as a WholeTime Director w.e.f. April 14, 2022

^# Mrs. Richa Kalra was appointed as an Independent Director of the Company w.e.f. April 14, 2022.

^## Mr. Sushil Kumar Goyal was appointed as a Independent Director of the Company w.e.f. August 29, 2022.

16. COMMITTEES OF THE BOARD

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

In compliance with applicable provisions of the

Companies Act, 2013 and Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as part of the best governance practice, the Company has constituted following committees of the Board:

1. Audit Committee.

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are provided in the report on Corporate Governance, a part of this Annual Report.

17.AUDIT COMMITTEE

Your Company has constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act 2013 & Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

As on 31^st March, 2023, the Audit Committee comprised of three Directors i.e. Mrs. Vandana Gupta (Chairperson),

Mr. Pawan Dixit (Member) and Mr. Sahil Aggarwal (Member) Recommendations of Audit Committee, whenever given have been accepted by the Board of Directors.

18.FINANCIAL STATEMENTS

The Financial Statements for the year ended March 31, 2023 has been prepared in accordance with Indian Accounting Standards ("Ind AS") as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Act and the relevant rules thereof and in accordance with Regulation 33 of the

SEBI LODR Regulations. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs as at March 31, 2023, and its profits and its cash flow statements for the year ended 31^st March, 2023.

19. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS.

In terms of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, a formal annual performance evaluation has been done by the Board of its own performance, the Directors individually as well as the evaluation of its committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of parameters/criteria such as Board Composition, Board Meetings and procedures, Board strategy and Risk Management, Board and Management Relations, Succession planning and Independence of Management from Board Committee. The performance evaluation of the Chairman was also carried out. The Performance evaluation of the Directors was carried out by the entire Board (excluding the director being evaluated). The Directors expressed their satisfaction with the evaluation process.

The performance of the Committees was evaluated by the Board after seeking feedback from committee members on the basis of parameters/criteria such as

Adequacy of Committee Composition, Effectiveness of the Committees, Functions and duties of Committees, Meetings, etc.

Independent Directors of the Company in their separate meeting held on 29^th March, 2023 reviewed the performance of the Non-Independent Directors and the Board as a whole. They have also reviewed the performance of the Chairperson of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in ethical and lawful business conduct and strives to carry on its business activities in fair, transparent and professional manner. Pursuant to the provisions of Section 177 of the Companies Act,

2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism/Whistle

Blower Policy for securing/reporting/deterring/punishing/ rectifying any unethical, unlawful acts, behaviour, leak/ suspected leak of Unpublished Price Sensitive

Information etc. and to address bona fide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.

The Policy also provide for adequate safeguards against victimization of persons who use such mechanism and also make provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. During the year under review, no complaint pertaining to the company was received under the Whistle Blower

Policy/Vigil mechanism.

The said policy is available on the Companys website and can be accessed through the link https://cdn.shopify. com/s/files/1/0031/8809/7069/files/Whistle-Blower-

Policy.pdf?v=1583300200.

22.RISK MANAGEMENT

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

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

23.BOARD DIVERSITY

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as finance, accounting and corporate law etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality.

24. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year ended 31^st March, 2023, no loan and guarantee was given by the Company in terms of Section 186 of the Companies Act, 2013 and rules made thereunder. The Company has made investments in mutual funds, the details of which are given in notes to financial statements.

25. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

M/s S A A R K AND CO, Chartered Accountants, (Firm Reg. No. 021758N), a Firm peer reviewed by ICAI, was appointed as a Statutory Auditors of the Company at the Annual General Meeting held on September 29, 2018 for a term of 5 consecutive years from the conclusion of the 22^nd Annual General Meeting of the Company till the conclusion of 27^th Annual General Meeting of the Company to be held in the year 2023. Accordingly, their first term as Statutory Auditors expires at the conclusion of the 27^th AGM.

Pursuant to the provisions of Section 139(2)(b), an audit form can be appointed for two terms of five consecutive years each. Accordingly, the Board approved the re-appointment of S A A R K AND CO as the statutory auditors based on the recommendations of the Audit Committee and the same is subject to the approval of the members of the Company. The Notice of 27^th AGM includes the proposal for seeking members approval for the re-appointment of S A A R K AND CO as the Statutory Auditors for the second term of 5 (five) years commencing from the conclusion of the 27^th AGM until the conclusion of the 32^nd AGM to be held in the year 2028.

M/s S A A R K AND CO. has provided their consent and a certificate of their eligibility under 139 and 141 of the Companies Act, 2013 and Companies (Audit and Auditors) Rule, 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

Accordingly, S A A R K AND CO is eligible for re-appointment as Stautory Auditors of the Company.

The Statutory Auditors Report for FY 2022-23 on the financial statements of the Company forms part of this Annual Report. Auditors have expressed their unmodified opinion on the Standalone Financial Statements and their reports does not contain any qualifications, observations, adverse remarks or disclaimer. The notes on financial statements referred to in the Auditors Report are self-explanatory and need no further comments.

B. SECRETARIAL AUDITOR

The Secretarial Audit for the financial year 2022-23 was undertaken by M/s Chaturvedi & Company, the Secretarial Auditor of the Company.

The Secretarial Audit report for the financial year ended 31^st March, 2023 under the Companies Act, 2013 read with rules made thereunder is annexed herewith as

Annexure-A. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark for the period under review.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained Annual Secretarial

Compliance Report from M/s Chaturvedi & Company (CP

No. 13708), Company Secretaries and the said compliance report has been submitted by the Company to Exchange.

Pursuant to provision of section 204 of the Companies act, 2013, read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rule, 2014, the

Board of Directors on the recommendation of the Audit Committee has re-appointed M/s. Chaturvedi & Company, a Firm peer reviewed by ICSI as a Secretarial Auditor to conduct the Secretarial Audit for financial year 2022-23. They have confirmed their eligibility for the re-appointment.

C. INTERNAL AUDITOR

The Board of Directors in their meeting held on 14^th

November, 2019 appointed M/s NSH & Co, Chartered Accountant (Firm Registration No: 033184N) as an Internal Auditor of the Company w.e.f. 06^th September, 2019 till the time power revoked by the Board of Directors.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, M/s.

NSH & Co., Chartered Accountants, the Internal Auditor of the Company carried out the Internal Audit of the Company on quarterly basis for financial year 2022-23.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) pursuant to Section 118 of the Companies Act, 2013.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the Workplace and have a policy on prevention, prohibition and redressal of sexual harassment of women at Workplace in line with the provisions of

Sexual Harassment of Woman at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules made thereunder. As required under the law, an internal complaint committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the financial year under review, the Company has not received complaint of sexual harassment of Women at Workplace.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate Internal Financial Control System, commensurate with size, scale and complexity of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its process and controls with global best practices.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013.

All transactions entered into with related parties during the financial year under review were in ordinary course of business and on an arms length basis. The details of the transactions with related parties are provided in the notes to accompanying financial statements. Details of transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith 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 are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for their review on a periodical basis. The policy on Materiality of

Related Party Transactions and on dealing with Related Party Transactions, as approved by the Board, is available on the Companys website and can be accessed through the link https://cdn.shopify.com/s/ files/1/0031/8809/7069/files/Policy_on_materiality_of_ Related_Party_Transactions_and_on_dealing_with_ Related_Party_Transactions.pdf?v=1660211181

30. MAINTENANCE OF COST RECORDS

The Company has maintained Cost records as required to be maintained as specified by the Central Government under sub section (1) of section 148 of the Companies Act ,2013.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company has no employee who is in receipt of remuneration of Rs 8,50,000 per month/- or Rs 1,02,00,000 per annum and hence, the company is not required to give information as required under the provisions of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Further the details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are attached herewith as Annexure-C and names of top ten employees in terms of remuneration drawn by them pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith as Annexure-D.

32. NOMINATION AND REMUNERATION POLICY

The Board has adopted Nomination and Remuneration

Policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, alongwith the criteria for appointment and removal of Directors, Key Managerial personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in industry, qualification, experience, past performance etc. The Non-Executive Directors are paid sitting fees for every meeting of the Board and its committee attended by them. The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://cdn.shopify.com/s/files/1/0031/8809/7069/files/ Nomination_and_Remuneration_Policy_1. pdf?v=1661409671

33. CORPORATE GOVERNANCE REPORT

Your Companys Corporate Governance philosophy is governed by its commitment to run its business in legal, ethical and transparent manner. The Company believes that sound corporate governance is critical in enhancing and retaining investor trust. Transparency, accountability, fairness and intensive communication with stakeholders are integral to our functioning.

The Board has framed Code of Conduct for all Board Members and Senior Management of the Company and they have affirmed the compliance for the financial year ended March 31, 2023.

The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance is annexed to the Boards Report as Annexure-E and a Certificate from M/s Chaturvedi & Company, Company Secretaries with regard to compliance with conditions of Corporate Governance forms part of Corporate Governance report.

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2022-23, as stipulated under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report as

"Annexure-F".

35. 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 to preserve 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 the link https://cdn.shopify. com/s/files/1/0031/8809/7069/files/POLICY_ON_ PRESERVATION_OF_DOCUMENTS_905190ca-7e3d-4da7-8052-07b34cc79d9b.pdf?v=1662199205.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year 2022-23, no significant and material orders were passed by Regulators or Courts or Tribunals which could impact the going concern status and companys operation in future.

37. 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, KMPs and Designated employees of the Company. The Code requires pre clearances for dealing in the Companys Shares and prohibits the purchase or sale of the shares of Company by the Directors, KMPs and Designated Employees of the Company while in possession of unpublished price sensitive information in relation to the Company and during the period when Trading window is closed.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR.

The Prayag Polytech Private Limited filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 against the Company i.e. Avro India Limited (formerly known as Avon Moldplast Limited) on August 08, 2019 with Honble National Company Law Tribunal, Allahabad Bench, Prayagraj ("NCLT") for a claim of Rs 9,21,287 (Rupees Nine Lakh Twenty One Thousand Two Hundred Eighty Seven) along with interest @ 24% p.a. as on February 28, 2019 amounting to Rs 12,65,405 (Rupees Twelve Lakh Sixty-Five Thousand Four Hundred Five) against the supply of raw material in financial year 2017-18. However, the Company made a counter claim of Rs 17,64,000 (Seventeen Lakh Sixty-Four Thousand) due to supply of inferior quality of raw materials which was authenticated by authorized representative of M/s Prayag Polytech Private Limited vide letter dated August 11, 2017. The Honble Bench of NCLT, Allahabad vide its order dated 13^th June, 2022 admitted the application CP (IB) No. 312/ALD/2019 under Section 9 of the Insolvency and Bankruptcy Code, 2016 and initiated the Corporate Insolvency Resolution

Process against the Company and appointed Mr. Parag Singhal as Interim Resolution Professional. Consequent on settlement in full and final vide settlement agreement dated 15^th June, 2022, Honble National Company Law Appellate Tribunal, Delhi ("NCLAT") vide its order dated 22^th June, 2022 granted Interim Stay against the implementation of impugned order of Honble NCLT. The Honble NCLT, Allahabad Bench, Prayagraj vide its order dated 06^th July, 2018 disposed the application CP (IB) No. 312/ALD/2019 in response to application IA No. 181/2022 filed by Interim Resolution Professional for withdrawn of CIRP proceedings against the Company.

The application stood dismissed as withdrawn and Interim Resolution Professional was discharged and Company was released from rigours of law and allowed to function independently through Board of Directors. As on March 31, 2023, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies 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 of plastic furniture, hence the consumption of energy is at minimal level. However, the Company has taken necessary steps in order to reduce the consumption of energy as much as it can and reduce the damage to the environment.

(ii) The Steps taken by the Company for utilizing alternate sources of energy:

During the financial year 2022-23, the Company has not utilized alternate source of energy.

(iii) The Capital Investment on energy conservation equipments: During the financial year 2022-23, the company has not made any capital investment on energy conservation equipments.

B) Technology Absorption:

i. The efforts made towards technology absorption: The Company operates in an industry where the technology plays a major role in its output. We try to adopt the advance technology as per the need of the hour and teach the employees to implement it in the operations of the Company to increase the output and accuracy of its services.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Improvement in overall productivity, quality of the services and reduced process scrap and cost.

iii. In case of imported technology (imported during the last three years reckoned from the beginning 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, and the 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 of actual inflows during the year: Nil ii. The foreign exchange outgo during the year in terms of actual outflow: 1,01,73,772

40.GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 27^th AGM of the Company including Annual Report for FY 2022-23 are being sent to all members whose email address are registered with the Company/Depository

Participant(s).

41.GENERAL

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

a) Voluntary revision of Financial Statement or Board Reports

b) Instance of Fraud which required the Statutory Auditors to report to the Audit Committee and or/Board under Section 143(12) of the Act and rules framed thereunder.

c) Issue of equity shares with differential rights as to dividend, voting and otherwise.

d) d) The Company does not have any Holding Company or Subsidiary Company and therefore, neither the Managing Director nor the Whole Time Directors of the Company have received any remuneration or commission from any subsidiaries.

e) The Company has not made any one-time settlement of loans taken from the Banks and financial institutions and hence the details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks of FIs along with the reason thereof is not applicable.

42. DIRECTORS 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 have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at March 31, 2023 and of the profit of the Company for the year ended March 31, 2023;

(c) Proper & sufficient care has been taken 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 & detecting fraud & other irregularities;

(d) The Annual Accounts have been prepared on a going concern basis;

(e) Proper Internal Financial Controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42.ACKNOWLEDGEMENT

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

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

On behalf of the Board of Directors For Avro India Limited

	Sushil Kumar	Aggarwal Sahil Aggarwal
	(Chairman & Whole-Time Director)	(Managing Director)
	DIN: 00248707	DIN: 02515025
Place: Ghaziabad
Date: August 30, 2023