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As on: May 02, 2024 03:57 PM

To Members,

AVTIL ENTERPRISE LIMITED

Your Directors are pleased to present the 38th Annual Report and Audited Financial Statements on the business and operations of your Company for the year ended 31st March, 2020.

FINANCIAL RESULTS

The Results of the Company for the Financial Year under review are summarized below:

(Rs. in Lacs)

Year ended 31st March, 2020 Year ended 31st March, 2019
INCOME
Turnover / Gross Income 224.12 347.14
EXPENDITURE
Purchases 56.37 287.48
Changes in Inventories of Finished Goods 0.00 0.97
Employee Costs 3.60 2.99
Finance Charges 3.75 0.002
Depreciation 21.38 4.38
Other Expenses 12.82 1981.07
Profit Before Tax 126.20 -1929.75
Less: Provision for Taxation
Current Year Tax 0.44 9.67
Deferred Tax -4.79 0.74
Excess/Short provision for earlier years 0 -3.08
Profit After Tax 130.55 -1937.07
Add: Balance brought forward from previous year -268.93 1668.14
Profit available for appropriation -138.38 -268.93
Appropriation:
Less : Transfer to General Reserve -- --
Prior Period Expenses -- --
Interim Dividend -- --
Proposed Dividend -- --
Tax on Dividend -- --
Balance carried to Balance Sheet -138.38 -268.93

PERFORMANCE OF YOUR COMPANY

The turnover of your Company for the financial year under review is Rs. 224.12 Lacs, as against Rs. 347.14 Lacs in the previous year. Net Profit after Tax stood at Rs. 130.55 Lacs as against Net Loss after Tax stood at Rs. -1937.07 Lacs in the previous financial year. The marginal fall in the income and decease in expenses has resulted in net profit.

DIVIDEND

Your Directors regret that the Board could not recommended any dividend for the year ended March 31, 2020 in view of the cash requirement for establishing the Company in its growth plan and challenging times.

TRANSFER TO RESERVE

Your Company proposes to transfer Net Profit of Profit & Loss Account an amounting of Rs. 130.55 Lacs.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

(i) COVID - 19

The World Health Organization declared a global pandemic of the Novel Coronavirus disease (COVID-19) on March 11, 2020. To prevent the rapid rise of infections, governments of almost all countries severely restricted travel, mandated extreme 'social distancing' measures and reduced demand supply chains to only those that are 'essential'. Office complexes were asked to operate with minimal or no staff for extended periods of time. The crisis has affected, and continues to impact, our key stakeholders - employees, clients and the communities that we operate in. In responding to this crisis, our primary objective is to ensure the safety of our employees and put in place mechanisms to protect the financial well-being of the Company, and protect its long-term prospects.

The COVID-19 pandemic has triggered all of us to reflect on our individual lifestyles, our work practices and the resilience of our businesses. We are feeling reassured of the well-being of our employees and take great pride in the responsiveness of our teams that rapidly enabled us to continue servicing through these unprecedented times. We are confident that we have the financial strength to endure the adverse economic impact of the current crisis. Looking ahead, we firmly believe that innovative use of technology will be

integral to helping global businesses navigate this crisis, and we look forward to further strengthening our business in these times.

In light of the pandemic, SEBI, ROC and Income Tax authorities have introduced temporary relaxations and took steps to reduce compliance burden .

(ii) INDIAN ECONOMY

The economic impact of the 2019-20 coronavirus pandemic in India has been largely disruptive. The World Bank and credit rating agencies have downgraded India's growth for fiscal year 2021 with the lowest figures India has seen in three decades since India's economic liberalization in the 1990s. The former Chief Economic Advisor to the Government of India has said that India should prepare for a negative growth rate in FY21. However, the International Monetary Fund projection for India for the Financial Year 2021-22 of 1.9% GDP growth is the highest among G-20 nations. Within a month, unemployment rose from 6.7% on 15 March, 2020 to 26% on 19 April, 2020. During the lockdown, an estimated 14 crore (140 million) people have lost employment. More than 45% of households across the nation have reported an income drop as compared to the previous year.

Major companies in India have temporarily suspended or significantly reduced operations. Young startups have been impacted as funding has fallen. Fast- moving consumer goods companies in the country have significantly reduced operations and are focusing on essentials.

India's growth is seen recovering sharply to 7.4% in the next fiscal year. The IMF sees India's FY20 growth at 4.2%, down from 4.8% estimated in January.

(iii) Company's Performance:

Your Company has created separate business verticals for Real Estate and Wholesale trade of Raw Material of Electrical Parts.This allows each vertical to focus its core business.

Your Company is currently in the business of Real Estate and Wholesale trade of Raw Material of Electrical Parts. In Financial Year 2019-20 your Company has decrease in turnover and increase in profitability as compared to the Financial Year 2018-19. This is primarily due to the decrease in expenses which result in to Net Profit during the Current Year. Your Company however looks forward for better performance during the current year.

(iv) Industry Structure and developments:

Your Company is currently in the business of Real Estate and Wholesale trade of Raw Material of Electrical Parts. In the Financial Year 2019-20 your Company has had a decrease in turnover and increase in profitability as compared to the Financial Year 2018-19.

(v) Opportunities and Threats:

The management of your Company continues to actively seek viable opportunities that will boost the profitability and long-term financial health of the Company. The Company's management will work towards this goal in the years to come. Our success as an organisation depends on our ability to identify opportunities and leverage them while mitigating the risks that arise while conducting our business.

Your Company has a proper system in place to oversee the risks and also has in place a risk mitigation plan.

(vi) Outlook:

In the coming year, your Company will continue to explore opportunities in real estate and trading across the country, will further develop and grow its current real estate investments, explore portfolio management services and deploy surplus funds in various other avenues. Your Company always looks for opportunities to exploit any advantages the market would offer to improve the shareholders' wealth.

(vii) Risks, Concerns and its Management:

STAYING ONE STEP AHEAD OF RISK

Changes in the policies of the Government of India or political instability may adversely affect economic conditions in India generally, which could impact our business and prospects.

In the event that the Government of India changes its tax policies in a manner that is adverse to us, our tax expense may materially increase, reducing our profitability.

Risk Management has always been an integral part of the corporate strategy which compliments organizational capabilities with business opportunities. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks.

The Company has a vigil mechanism to report concerns about unethical behaviour, actual/suspected frauds and violation of the Company's Code of Conduct. Protected disclosures can be made by a whistle blower through several channels with the surety that no discrimination will be meted out to any person for a genuinely raised concern.

(viii) 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 - 102665W a 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.

(ix) 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 creates systems and practices to ensure a harassment free workplace.

Your Company is managed by the Promoter, Directors and there are two persons employed with your Company.

(x) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS.

Ratios are used to make a holistic assessment of financial performance of the entity and also help evaluating the entity's performance vis-a-vis its peers within the industry.

The significant changes in the key financial ratios are as follows:

Name of Ratios F.Y 2019-20 F.Y 2018-19 Change (%) Reasons for Change
Debtors Turnover 0.64 times 2.36 times -72.88% Due to decrease in Turnover and Trade receivables as compare to F.Y 2018-19.
Inventory Turnover 43.06 times 220.34 times -80.46% Due to decrease in COGS as compare to F.Y 2018-19.
Interest Coverage Ratio 32.74 times NA 32.74 % Due to increase in interest expense as compare to F.Y 2018-19.
Current Ratio 21.30 times 7.83 times 172.03% Due to increase in current assets and decrease in current liabilities as compare to F.Y 2018-19.
Debt Equity Ratio 0.03 times 0.05 times -40% Due to decrease in debt and increase in reserve as compare to F.Y 2018-19
Operating Profit Margin 167.94% -574.98% -407.04% Due to incurred profit as compare to F.Y 2018-19.
Net Profit Margin 173.07% -574.98% -401.91% Due to incurred profit as compare to F.Y 2018-19.

(xi) CHANGE IN RETURN ON NET WORTH AS COMPARED TO PREVIOUS YEAR

Return on Net Worth (RONW) is a measure of profitability of a company expressed in percentage. Return on Net Worth for the financial year 2019-20 is 13.83% while the Return on Net Worth for the financial year 2018-19 is -238.13%. The increase in Return on Net Worth is mainly due to the increase in Net Profit and Reserve of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

In accordance with Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Jayantilal R. Bhandari (Din No. 01897297), Director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

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 Director proposed to be reappointed, nature of their experience in specific functional areas, disclosure of relationships between Directors inter-se; Directorship held on other Companies and number of listed 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 the notice.

Pursuant to the provisions of Section 149 of the Companies Act, which came into force from April 1, 2014, Mr. Amit M. Brahmbhatt (DIN: 05276051) was appointed as Independent Director at the Annual General Meeting of the Company held on September 25, 2014. 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 there has been no change in the circumstances which may affect their status as Independent Director during the year.

Your company has conducted Extra-Ordinary General meeting on 6th February, 2020 for Reappointment of Mr. Amit Shankerbhai Patel (DIN NO: 07079461) as an Independent Director of the Company to hold office for further five consecutive years from February 12, 2020 to February 11, 2025 and shall not be liable to retire by rotation And Re-appointment of Mr. Sureshkumar M. Mehta (DIN NO: 07296272) as an Independent Director of the Company to hold office for further five consecutive years from September 30, 2020 to September 29, 2025 and shall not be liable to retire by rotation.

INDEPENDENT DIRECTORS

TERMS AND CONDITIONS FOR APPOINTMENT:

The terms and conditions of appointment of Independent Director are as per Schedule IV of the Act.

The Terms & Conditions of appointment of Independent Director can be accessed at

http://www.avtradeinvest.com/pdf/amended-policy/terms-&-conditions-of-appointment-of-

independent-director.pdf

DECLARATION:

The Company has received declaration from the Independent Directors of the Company confirming that they meet 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 Directors during the year.

FAMILIARISATION PROGRAMME

In compliance with the requirements of the Regulation 25(7) of the Listing Regulations, 2015 the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The Policy on the Company's Familiarization Programme can be accessed at http://www.avtradeinvest.com/pdf/notice/familarisation-programme_2020.pdf

CODE OF CONDUCT:

Code of Conduct for Independent Directors can be accessed at http://www.avtradeinvest.com/pdf/amended-policy/Code_of_conduct.pdf

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors including Independent Directors and 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 etc. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was also evaluated.

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's 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 Company's website at http://www.avtradeinvest.com/pdf/amended- policy/nomination-&-remuneration-policy.pdf

DIRECTOR'S 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 along with proper explanation relating to material departures, if any;

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, 2020 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 FINANCIAL CONTROL

The Directors had laid down internal financial controls to be followed by the company and such policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

CAUTIONARY STATEMENT

Statements made in this report in describing the Company's 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 that are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forwardlooking statements on the basis of any subsequent developments, information or events.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company.

Foreign Exchange Earning : NIL
Foreign Exchange Outflow : NIL

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. In enforcing social distancing to contain the spread of the disease, our offices and client offices have been operating with minimal or no staff for extended periods of time. To effectively respond to and manage our operations through this crisis, in keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and be assured of their wellbeing. Our teams reacted with speed and efficiency, and quickly leveraged technology to transition the workforce to an entirely new 'work-from-home' model, in line with the guidelines issued by the local authorities.

Continuous communication on the latest updates played a key role in enabling our employees to stay on top of the evolving situation. Several initiatives were rolled out to ensure the staff effectiveness while working from different locations. The Company has implemented a phased and safe return-to-work plan as and when lockdown restrictions have eased.

In view of the COVID-19 pandemic, the company has considered internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of rent receivables, unbilled receivables and other financial assets. However, the actual impact of COVID-19 on the company's financial statements may differ from the estimated and the company will continue to closely monitor any material changes based on future economic conditions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not made any investments falling under purview of Section 186 of the Companies Act, 2013 during the financial year under review. The particulars of investments of your Company as on 31st March, 2020 are provided in the Audited financial statement. (Please refer to Note 2.03 to the Audited Financial Statement).

Further, there were no loans given, guarantees and Securities provided by your Company under Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company and we blink of the same is: http://www.avtradeinvest.com/pdf/notice/revised-related-party-transactions-policy.pdf

PARTICULARS OF EMPLOYEES

During the period none of the employee(s) of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of limits specified under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and hence no particulars are required to be furnished in connection with the same.

AUDITORS AND AUDITORS REPORT

M/s. BDMV & Co., Chartered Accountants (Firm Registration Number: 101256W) being eligible, have consented to act as Statutory Auditors of the Company for second term of five consecutive years, to hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of 43rd Annual General Meeting (subject to the approval of the members at the ensuing Annual General Meeting).

The notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DMP & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2019-20. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 (3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure A" and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Six (6) Board meetings during the financial year under review. The details of the meetings of the Board during the financial year form a part of Corporate Governance Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 14, 2020, without the attendance of NonIndependent Directors and other members of the Board and Management. The Independent Directors reviewed the performance of non-independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

Details of the various committees constituted by the Board of Directors as per the provisions of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms a part of this report.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company at http://www.avtradeinvest.com/pdf/amended-policy/whistle-blower-policy.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture or Associate Company within the meaning of the Companies Act, 2013 as on March 31, 2020.

The policy for determining Material Subsidiaries is made available on the website of the Company at http://www.avtradeinvest.com/pdf/amended-policy/policy-for-determining-material- subsidiaries.pdf

RISK MANAGEMENT

Your Board of Directors emphasis to oversee that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management arrangement in place capable of addressing those risks. Further, 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 continuing basis.

PREVENTION OF SEXUAL HARASSMENT IN THE WORKPLACE

Your Company has zero tolerance on sexual harassment in the workplace. During the year under review there were no cases filed, disposed of and pending as on end of the financial year pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies

(Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(A) Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20 and the percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2019-20:

Name of Director & KMP Ratio of Remuneration of each Director/to median remuneration of Employees % increase in remuneration in the financial year
Executive Directors
Mr. Jayantilal R. Bhandari Nil Nil
Mr. Gautam R. Bhandari Nil Nil
Ms. Dharmistha J. Darji Nil Nil
Non-Executive Directors
Mr. Amit Shankerbhai Patel Nil Nil
Mr. Ameet Muljibhai Brahmbhatt Nil Nil
Mr. Sureshkumar M. Mehta Nil Nil
Key Managerial Personnel
Mr. Jayantilal R. Bhandari(MD) Nil Nil
Mr. Gautam R. Bhandari(CFO) Nil Nil
Ms. Dharmistha J. Darji (CS) 300000/60000=5.00 25.79%

ii. The median remuneration of employees of the Company during the financial year was Rs. 60,000/-.

iii. The percentage increase in the median remuneration of employees in the financial year: 25.79%

iv. The number of permanent employees on the rolls of Company: 2 (Two) as on 31st March, 2020.

v. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2019-20 was Nil whereas increase in the managerial remuneration for the same financial year was 25.79%.

vi. Affirmation that the remunera tion is as per the Remuneration Policy of the Company.

It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

(B) The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

INSIDER TRADING REGULATIONS

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of AVTIL Enterprise Limited at the time when there is unpublished price sensitive information

CFO CERTIFICATION:-

The Managing Director and Chief Financial Officer of the Company have issued a certificate pursuant to the provisions SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

CODE OF BUSINESS CONDUCT AND ETHICS

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior Management Personnel have confirmed compliance with the Code of Conduct for the year ended March 31, 2020 a declaration to this effect signed by Chairman & Managing Director has been annexed to the Corporate Governance Report.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers, Investors, BSE Ltd., National Securities Depository Ltd., Central Depository Services (India) Ltd., and R & T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead. The Directors also wish to thank all the employees for their contribution, high degree of commitment, support and continued co-operation throughout the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai.
Date: September 07, 2020 Jayantilal R. Bhandari Gautam R. Bhandari
CHAIRMAN & MANAGING DIRECTOR CFO & DIRECTOR
DIN : 01897297 DIN:00427678