(i) Companys Performance:
Your Company had a marginal decrease in turnover and profitability as compared to
Financial Year 2014-15. This is primarily due to the adverse market condition.
Your Company however looks forward for better performance during the current year.
(ii) Industry Structure and developments:
The on-going global depression has continued to affect the economies all around the
world as a result of which India also has suffered economically in many sectors like
Steel, Cement, Consumer Goods and other services. Notwithstanding the efforts of the
Government to gear up the economy, the offtake has been low resulting in lower turnover
and profits during the year under report. The huge losses provided for by the public
sector banks would be an indication of depleted economic activities in many sectors of our
economy. The brighter side of the picture however is the increase in the foreign exchange
reserves that has crossed 360 billion dollars and relative stability of the Indian
currency.
The Stock Exchange markets witnessed lower volumes and high volatility with index
falling considerably depriving trading opportunities and profitability.
The drought conditions that prevailed during the year under report also affected the
agricultural income and the consequent output levels causing inflationary trends and as a
result, the interest level in general was also not lowered by the Banks to the expected
levels to give a boost to the industrial activities.
However, during the ensuing year the monsoon is expected to be better, economic
activities are likely to pick up and the global economy also might perform better which
provides hopes for better performance.
(iii) Business Review:
Despite a general economic depression, your Company did well to maintain the average
levels of income and profitability. Your Company however looks forward for better
performance during the current year for various reasons stated above
(iv) Opportunities and Threats:
Your Company has made satisfactory progress during the year under review. The
management of your Company continues to actively seek viable opportunities that will boost
the profitability and long-term financial health of the Company.
Audit Committee under of your Company consistently oversees and identifies the risk and
also suggest remedies for such risks.
(v) Outlook:
With positive developments stated as above, your Company anticipates the market
conditions to improve and achieve a better growth in the coming years. Your Company always
looks for opportunities to exploit any advantages the market would offer to improve the
shareholders wealth.
(vi) Risks, Concerns and its Management:
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Companys management
systems, organizational structures, processes, standards, codes of conduct and behaviors
that govern how the Company conducts its business and manages associated risks.
The Audit Committee has additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
(vii) Internal Control Systems and their Adequacy:
Your Company has in place adequate interest control measures. There is continuous
monitoring of all the activities and necessary creative measures are taken periodically to
manage any unforeseen risk factors.
(viii) Material developments in human resources / industrial relations front, including
number of people employed.
The Company provide a workplace environment that is safe, hygienic, humane, and which
upholds the dignity of the employees. The Company creates systems and practices to ensure
a harassment free workplace, where employees feel safe and secure in discharging their
responsibilities.
They are 1 persons employed with your company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Articles of Association of the Company and the provisions of the
Companies Act, 2013, Mr. Gautam R. Bhandari (Din No.00427678), Director is liable to
retire by rotation at the ensuing AGM and is eligible for reappointment.
The Board of Directors of your Company appointed Mr. Sureshkumar M. Mehta as an
Additional Non-Executive Independent Director w.e.f. September30, 2015 to hold the office
till ensuing Annual General Meeting in accordance to provisions of the Companies Act,
2013.
Necessary resolutions for the appointment /re-appointment of the aforesaid directors
have been included in the notice convening the ensuing AGM and details of the proposal for
appointment / re-appointment are mentioned in the explanatory statement of the notice.
Your directors recommend their appointment / re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed, nature of their
experience in specific functional areas, disclosure of relationships between directors
inter-se;Directorship held on other Companies and number of companies in which they hold
membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI
(Listing
Obligations and Disclosure Requirements) Regulations, 2015 are provided at the end of
the explanatory statement of the notice.
The terms and conditions of appointment of Independent Director are as per Schedule IV
of the Act. The Company has received declaration from the Independent Director of the
Company confirming that he meets with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no
change in the circumstances which may affect their status as Independent Director during
the year.
DECLARATION OF INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
All new Independent Directors (IDs) inducted into the Board are given an orientation.
Presentations are made by Executive Director (ED) and Senior Management giving an overview
of our operations, to familiarize the new IDs with the Companys business operations. The
new IDs are given an orientation on our products, group structure and subsidiaries, Board
constitution and procedures, matters reserved for the Board, and our major risks and risk
management strategy.
The Policy on the Companys Familiarization Programme and Code of Conduct for
Independent Directors can be accessed at http://avtradeinvest.com/code_of_conduct.html
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects
of the Board functioning such as composition of the Board & committees, experience
& competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
provided on Companys website at http://avtradeinvest.com/code_of_conduct.html.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(3)(c) of the Companies Act, 2013;
i. In the preparation of the Annual Accounts of the Company, the applicable Accounting
Standards had been followed;
ii. 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 at the end of the Financial Year on 31st
March, 2016 and Profit or Loss for the year ended as on that date;
iii. The Directors had 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 preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the Annual Accounts on a going concern basis;
v. The Directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively;
vi. 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.
INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Company has in place a proper and adequate system of internal control and the same
is being reviewed commensurate with its size and nature of operations.
The Company has entrusted the internal & operational audit to M/s. Dixit Dattatray
& Associates, FRN – 102665Wa reputed firm of Chartered Accountants. The main
thrust of the internal audit process is test and review of controls, independent appraisal
risks, business processes and benchmarking internal controls with best practices.
The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads
are periodically apprised of the internal audit findings and corrective actions taken.
Audit plays a key role in providing assurance to the Board of Directors.
CAUTIONARY STATEMENT
Statements made in this report in describing the Companys objectives, projections,
estimates, expectations or predictions may be "forward-looking statements"
within the meaning of applicable securities laws and regulations. Forward-looking
statements are based on certain assumptions and expectations of future events. The Company
cannot guarantee that these assumptions and expectations are accurate or will be realized
by the Company. Actual results could differ materially from those expressed in the
statement or implied due to the influence of external and internal factors, which are
beyond the control of the Company. The Company assumes no responsibility to publicly
amend, modify or revise any forward-looking statements on the basis of any subsequent
developments, information or events.
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