Directors Report of Aviva Industries Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting their report on the business and operations of your
Company along with Audited Financial Statements for the year ended on March 31, 2024.

Financial Performance:

(Rs. in Lakhs)

Particulars	F.Y. 2023-24	F.Y. 2022-2023
Revenue from Operations	57.57	69.15
Other Revenues	0.00	2.14
Total Revenue received (A)	57.57	71.30
Interest/ Finance Costs	0.00	0.00
Depreciation	0.00	0.00
Employment Expenses	4.50	4.01
Other Expenses	5.93	6.44
Total Expenses(B)	61.02	70.26
Profit / (Loss) before Tax (A-B)	(3.45)	0.59
Less: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Taxes of Earlier Year	0.00	-0.03
Profit / (Loss) after Tax	(3.45)	0.56

Review of Performance

During the Year 2023-24, the Company has earned total income of Rs. 57.57 (in lakhs) from its
business activities. The total expense for the year stands at Rs. 61.02 (in lakhs). The Company has
incurred loss of Rs. 3.45 (in lakhs) in the Financial Year 2023-2024 as compared to Rs. 0.56 (in lakhs)
in the Previous Year 2022-2023.

The Board is continuously making efforts to expand the operations of the Company which can
benefit to the Company and its stakeholders as well.

Dividend & Reserves

In view of the inadequate profit made during the year, your Directors does not recommend any
dividend for the year 2023-2024 (previous year Nil).

All the amount of loss incurred is adjusted in the Retained earnings.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by
the Company.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at Rs. 18,00,00,000 divided into
18000000 Equity Shares of Rs. 10 each and the Paid-up Share Capital stands at Rs. 1,49,90,000
divided into 1499000 Equity Shares of Rs. 10 each. There has been no change in the share capital
during the period ended 31st March, 2024.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit
of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits,
which were claimed and remained unpaid by the Company as on 31^st March, 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

During the Financial Year 2023-2024, the Board of the Company comprised of four Directors, out of
which one was Promoter Directors, one was non - promoter director and two were non-promoter
Independent Directors. The Directors comprised by the Board of the Company as on the date of this
Report is as follows:

Name of Director	Category Cum Designation	Date of Appointment at current term	Total Directorship	No. of CommitteeA in which in which Director Director is is Member Chairman		No. of Shares held as on 31st March, 2023
Mr. Bharvin Patel	Chairman and Managing Director (Promoter)	October 1, 2017	5	2		9,78,891 Equity Shares
Mrs. Shetna Patel	Director	September 29, 2018	2	3	0	-
Mr. Chetan Gandhi	Independent Director	January 31, 2017	5	3	3	-

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in
pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having
composition of Board as per Listing Regulations.

None of the Directors of Board is 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.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company
and is holding position of Independent Director in more than 3 Listed Companies. None of the
Director of the Company is holding position as Independent Director in more than 7 Listed
Companies. Further, none of the Directors of the Company is disqualified for being appointed as a
Director pursuant to Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly
results of the Company. Additional Board meetings are convened to discuss and decide on various
business policies, strategies and other businesses. The Board meetings are generally held at the
corporate office of the Company situated in the State of Gujarat.

During the year under review, Board of Directors of the Company met 5 (Five) times viz;, 30^th May,
2023, 14^th August, 2024, 08^th September, 2023, 10^th November, 2023, and 10^th February, 2024.

Name of Director	Mr. Bharvin Patel	Mrs. Shetna Patel	Mr. Chetan Gandhi
Number of Board Meeting held	5	5	5
Number of Board Meetings Eligible to attend	5	5	5
Number of Board Meeting attended	5	5	5
Presence at the previous AGM	Yes	Yes	Yes

Changes In Directors

During Financial Year 2023-2024, no director was appointed.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies
Act 2013, Mr. Bharvin Patel, Chairman & Managing Director of the Company, retires by rotation at
the ensuing Annual General Meeting. He, being eligible, offers herself for re-appointment as such.
The Board of Directors recommends his appointment on the Board.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this
report, the Company has one Non-Promoter Independent Directors in line with the Companies Act,
2013. A separate meeting of Independent Directors was held on 10^th February, 2024 to review the
performance of Non-Independent Directors and Board as whole and of the chairman and assess the
quality, quantity and timeliness of flow of information between Company Management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent
Director are incorporated on the website of the Company at www.avivaindustries.com.

The Company has received necessary declaration from each independent director under Section
149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section
149 (6) of the Companies Act, 2013.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

i. Persons of integrity and they possess relevant expertise and experience;

ii. Not a promoter of the Company or its holding, subsidiary or associate company;

iii. Have/had no pecuniary relationship with the company, its holding, subsidiary or associate
company or promoter or directors of the said companies during the two immediately
preceding financial year or during the current financial year;

iv. None of their relatives have or had pecuniary relationship or transactions with the company,
its holding, subsidiary or associate company or promoter or directors of the said companies
amounting to two percent or more of its gross turnover or total income or fifty lakh rupees
whichever is lower during the two immediately preceding financial years or during the
current financial year.

v. who, neither himself nor any of his relatives—

• holds or has held the position of a key managerial personnel or is or has been employee of
the company or its holding, subsidiary or associate company in any of the three financial
years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of -

• a firm of auditors or company secretaries in practice or cost auditors of the company or its
holding, subsidiary or associate company; or

• Any legal or a consulting firm that has or had any transaction with the company, its holding,
subsidiary or associate company amounting to ten per cent. or more of the gross turnover
of such firm;

• Holds together with his relatives two percent or more of the total voting power of the
company; or is a Chief Executive or director, by whatever name called, of any non-profit
organization that receives twenty-five percent or more of its receipts from the Company,
any of its promoters, directors or its holding, subsidiary or associate company or that holds
two per cent or more of the total voting power of the company; or possess such other
qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the
directors, on the basis of the criteria such as the board composition and structure, effectiveness
of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the
performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non¬
independent directors, performance of the board as a whole and performance of the chairman,
taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at which
the performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended 31^st March, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit or loss of
the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended 31^st March, 2024 on going
concern basis.

e) The Directors had laid down the 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 had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the
relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the
quarterly/half yearly/ yearly financial results. The Audit Committee met four times during the
financial year 2023-2024 viz; 30^th May, 2023, 14^th August, 2023, 10^th November, 2023, 10^th February,
2024.

The composition of the Committee and the details of meetings attended by its members are given
below:

Name of Director	Category	Designation	Committee meeting attended in the F.Y. 2023¬ 2024
Mr. Chetan	Non-Executive Independent	Chairman	4
Gandhi	Director
Ms. Shetna Patel	Director	Member	4
Mr. Bharvin	Managing Director	Member	4
Patel

Mr. Chetan Gandhi, the Chairman of the Committee had attended last Annual General Meeting of
the Company held on 30^th September, 2023.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of company''s Code of Conduct. Further the mechanism
adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances
and provide for adequate safe guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee, in
exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of
the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle
Blower Policy of the Company is available on the website of the Company at
www.avivaindustries.com.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions
Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are
generally held for identifying the person who is qualified to become Directors and may be appointed
in senior management and recommending their appointments and removal. During the year under
review, one meeting held on 14th August, 2024 inter alia, to recommend the appointment of KMPs
and to review the performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given
below:

Name of Director	Category	Designation	Committee meeting attended in the F.Y. 2023-2024
Mr. Chetan	Non-Executive Independent	Chairman	1
Gandhi	Director
Ms. Shetna	Director	Member	1
Patel

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and
to harmonize the aspirations of human resources consistent with the goals of the Company and in
terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and
Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the
Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management
Personnel

> The policy is formulated to identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP and Senior Management personnel
and recommend to the Board for his / her appointment.

> A person should possess adequate qualification, expertise and experience for the position he/
she is considered for appointment.

> In case of appointment of Independent Director, the Committee shall satisfy itself with regard
to the independent nature of the Director vis-a-vis the Company so as to enable the Board to
discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management
personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP
and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them
and provide adequate compensation with the Objective of the Company so that the compensation
is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals
who are committed to the core value of the Company.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at www.avivaindustries.com.

3. Stakeholders Relationship Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the
redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of
Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the
year under review, Stakeholders Relationship Committee met one times during the financial year
2023-2024 on 14^th August, 2024. And the details of meetings attended by its members are given
below:

Name of Director	Category	Designation	Committee meeting attended in F.Y. 2023¬ 2024
Ms. Shetna Patel	Director	Chairman	1
Mr. Chetan Gandhi	Non-Executive Independent Director	Member	1
Mr. Bharvin Patel	Managing Director	Member	1

Risk Management

The Company is aware of the risks associated with the business. It regularly analyses and takes
corrective actions for managing/ mitigating the same. The Company has framed a Risk Management
Framework for risk assessment and risk minimization which is periodically reviewed to ensure
smooth operation and effective management control. The Audit Committee also reviews the
adequacy of the risk management framework of the Company, the key risks associated with the
business and measure and steps in place to minimize the same.

Sexual Harassment of Women at Workplace

The Company had one woman Director. Further there were no incidences of sexual harassment
reported during the year under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company
which has occurred between the end of financial year of the Company and the date of this report.

Web Link of Annual Return

The Annual Return for the financial year 2023-24 is available at https://avivaindustries.com/
Particulars of the employees

The ratio of the remuneration of each whole-time director to the median of employees''
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as Annexure - A.

Internal financial control

Your Company has laid down the set of standards, processes and structure which enables to
implement internal financial control across the Organization and ensure that the same are adequate
and operating effectively. To maintain the objectivity and independence of Internal Audit, the
Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system
in the Company, its compliance with the operating systems, accounting procedures and policies of
the Company. Based on the report of Internal Auditor, the process owners undertake the corrective
action in their respective areas and thereby strengthen the Control. Significant audit observation
and corrective actions thereon are presented to the Audit Committee of the Board. However, during
the year, no significant audit observation was found.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of Energy -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. Technology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or

import substitution: None

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: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: None

iv.) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:
i.) Details of Foreign Exchange Earnings: Nil
Details of Foreign Exchange Expenditure: Nil
Internal Auditor

The Board has appointed Internal Auditor of the Company. The Internal Auditor is appointed by the
Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit
Committee. The Internal Auditor reports its findings on the internal audit of the Company to the
Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit
Committee.

Statutory Auditors

M/s. P Singhvi & Associates., Chartered Accountants (Firm Registration No. 113602W), is proposed
to be appointed as Statutory Auditor of the company, for a period of 5 years, commencing from the
conclusion of 37th AGM till the conclusion of the 42nd AGM of the Company to be held in year
2026.

The Auditors'' Report for FY 2023-24 as submitted by the Statutory Auditors form a part of this
Annual Report and neither contains any qualification, reservation nor adverse remark.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and
comments, appearing in the Auditors Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors as provided under section 134 of the Act.

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 has
appointed Ms. Megha Samdani, proprietor of M/s M K SAMDANI & Co., Company Secretaries , (COP
No. 21853), Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year
2023-2024. The Secretarial Audit Report is annexed herewith as Annexure - B.

Regarding qualification and remarks in the Secretarial Audit Report, your Board offers the
following explanation:

Secretarial Auditor Observations	Management Comments
During the secretarial audit for the financial year under review, it was observed that the company did not properly constitute committees with required members as required under the provisions of the Companies Act, 2013, and other applicable regulations.	Company is looking for good suitable candidate for the said post we will fill the said post as soon as possible.
The Company Secretary of the Company resigned from his post on 16th March, 2024 after that there was no further appointment in the Company.	Company is looking for good suitable candidate for the said post we will fill the said post as soon as possible.
The UDIN for financials for the quarter and year ended March 2023 and March 2024 was generated in the month of August 2023 and July 2024 respectively.	Generation of UDIN is domain of Chartered Accountant and will be taken care in the future times.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.

Indian Accounting Standards (Ind AS) - IFRS Converged Standards

Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate
Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard)
Rules, 2015. Your Company has provided Ind AS Financials for the year ended March 31, 2024 along
with comparable as on March 31, 2023.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your
company for current year and for the industry in which it operates including its position and
perceived trends in near future. The Management Discussion and Analysis Report as stipulated
under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is
attached and forms part of this Directors Report as Annexure - C.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain
regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
therefore the Company has not provided a separate report on Corporate Governance, although few
of the information are provided in this report of Directors under relevant heading.

Contracts and Arrangements with Related Parties

During the year ended March 31, 2024, the Company has not entered into any of the contracts and
arrangements with a related parties covered under section 188 of the Companies Act, 2013. During
the year, the Company had entered into various contract / arrangement / transaction with related
parties which are mentioned in Form AOC-2 as Annexure - D.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed
in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other
applicable provisions of the act and listing regulations, to the extent the transactions took place on
those items during the year. Your Directors further state that no disclosure or reporting is required
in respect of the following items as there were no transactions occur on these items during the year
under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and company''s operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co¬
operation extended by Investors, Bankers, Business Associates, and Government. We are deeply
grateful to shareholders for their continued faith, confidence and support to the company.

For, Aviva Industries Limited

Sd/-

Bharvin Patel

Date: 06/09/2024 Chairman and Managing Director

Place: Ahmedabad DIN: 01962391

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting herewith Thirtieth Annual Report and Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

(Amt.in Lacs) Year ended Year ended March 31, 2014 March 31,2013

Profit before Interest, Depreciation and Taxation (0.42) (0.16)

Interest 0.00 0.00

Depreciation 0.02 0.48

Profit / (Loss) before Tax (0.44) (0.64)

Provision for Taxation 0.00 0.00

Deferred Tax 0.00 0.00

Profit / (Loss) after Tax (0.44) (0.64)

Review of Performance

Company has not carried on any business activities during the year. Company has incurred Loss of Rs. 0.44 Lacs as compared to the Loss of Rs. 0.64 Lacs for the previous year. At present the company is in idle situation and promotes are trying to revive the company.

Dividend

The Directors, regret their inability to recommend any dividend for the year, due to losses.

Public Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Directors

In accordance with the provisions of Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Bharvin Patel, director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment. Mr. Keyur B. Mehta and Maulik A. Shah, Directors of the Company, is being appointed as independent director for five consecutive years for a term upto March 31, 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Subject to the approval of the members in the general meeting, the Board of Directors Appointed Mr. Bharvin Patel as Managing Director effective October 1, 2014 for a period of 3 years. 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 commend their appointment / re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956. The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of section 149 of Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Directors Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

2. That such accounting polices have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31,2014.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the annual accounts have been prepared on going concern basis.

Auditors

M/s. Vishves A. Shah & Co., Chartered Accountants, statutory auditors of the Company having Firm Registration Number 121356W retire at the ensuing AGM and are eligible for re-appointment. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors Reports

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not call for any Further comments.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company has paid the annual listing fees for the year 2014-15.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

Particulars of the employees

Company has no employee who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 5, 00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

Conservation of energy, Technology absorption, Research & Development and Foreign exchange earnings and out go

Conservation of energy and technology absorption information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. There is no Foreign Exchange Earning and Outgo during the year.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

For and on behalf of the Board

PLACE: Ahmedabad Bharvin Patel DATE: May 30, 2014 Chairman

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Mar 31, 2012

The Directors "take pleasure in presenting herewith Twenty eighth Annual Report and Audited Accounts for the year ended on 31st March, 2012,

FINANCIAL RESULTS:

(Amt, in Lacs)

Year ended Year ended March 31,2012 March 31, 2011

Profit before Interest, Depreciation and Taxation (0,51) (1.44)

Interest 0,00 0.18 Depreciation 0.55 0.55

Profit! (Loss) before Tax (1.06) (2.17)

Provision for Taxation 0.00 0.00

Less: Short Provision of Cartier Exp. (I. T.) 0 00 0,00

Deferred Tax 0.00 0.29

Profit f [Loss) after Tax (1.06) (1.87)

Review of Performance

The year was very tough for the company. Company has achieved turnover of Rs, 1.31 Crores against the turnover of Rs. 5,61 Crores for the previous year. However company has incurred Loss of Rs. 106 Lacs as compared to the Loss of Rs, 1,87 Lacs for the previous year. At present the company is instable situation and promotes are trying to revive the company.

Dividend

The Directors, regret their inability to recommend only dividend for the year, due to losses.

Public Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Directors

At the forthcoming Annual General Meeting, Mr, Bharvinbhai S. Patel will retire by rotation pursuant to the provisions of the Articles of Association of the Company. Being eligible, they offer himself for reappointment. Board recommends his reappointment.

Directors Responsibility Statement

In Compliance of Section 2I7[2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures,

2. That such accounting policies have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31. 2012,

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assess of the Company and for preventing and detecting fraud and other Irregularities; and

4. That the annual accounts have been prepared on going concern basis.

Auditors

M/s, Vishves A. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting up of the date of the next Annual General Meeting.

Auditors Reports

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not require any Further Clarifications.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE), The Company has paid the annual listing fees for the year 2012-13.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

Particulars of the employees

Company has no employee who were in receipt of the remuneration of Rs. 60, 00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs, 5,00,000/- p.m. if employed for a part of the year as per the provision of Section 217[2AJ of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, Hence the information required under 5-2 T 7f2A) of the Companies Act, 1956 being not applicable are not given in this report.

Insurance

The Company has taken adequate insurance to cover its assets.

Conservation of energy, Technology absorption, Research & Development and Foreign exchange earnings and out go The Additional information required under Section 217(11 (e)" of the Companies Act,1956 relating to Conservation of energy, technology absorption, research & development and Foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated worth of employees at all levels, which has largely contributed to the present growth of the Company.

For and on behalf of the Board

Ahmadabad Bharvin Patel

August 18,2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In Lacs)

2009-2010 2008-2009

Income From Operation & Other Income 421.25 135.97

(Loss)/Profit before tax, interest and depreciation (16.01) (1.02)

Less: Financial charges 0.00 0.00

Depreciation 1.57 1.57 1.57 1.57

(Loss}/Profit Before Tax (17.68) (2.59)

Less: Provision for taxation

- Current Tax 0.00 0.26

- Fringe Benefit Tax 0.00 0.02

-Deferred (0.94) (0.25)

- Short (Excess) provision of earlier years 0.03 (0.91) - 0.03

Loss/Profit after tax (16.77) (2.62)

Add: Balance brought forward from Previous year 305.66 308.28

Balance carried to Balance Sheet 288.89 305.66

During the year the company has achieve total turnover of Rs.421.25 Lacs compared to previous years turnover of Rs.135.97 Lacs.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this" regard. The Auditors Certificate on compliance with Corporate Governance requirements by the Company forms part of said report.

DIVIDEND:

During the year under review Company has incurred the Loss, Your Directors does not recommended any dividend in this financial Year.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis report is annexed hear to as part of the Directors Report.

DIRECTORS:

Mr. Sandip Goyal and Mr. Jatin Gupta, Directors of the Company retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their reappointment.

During the year under review, Mr. Bhavin Patel and Mr. Keyur Mehta was appointed as additional Director of the company w.e.f 30th April, 2010. He hold office up to the date of ensuing Annual General meeting and is eligible for reappointment.

Your Company has received necessary notices from members, pursuant to section 257 of the Companies Act, 1956, signifying their intention to propose candidature of Mr. Bhavin Patel and Mr. Keyur Mehta for the office of the Director. Necessary Resolutions have been proposed for the approval of members at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) appropriate accounting policies have been selected and applied them consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities ;

(4) the accounts have been prepared on going concern basis.

LISTING:

The Companys securities are listed with Bombay Stock Exchange Ltd, Mumbai. The Company has paid annua! listing fee for the year 2009-2010 to the said stock Exchange.

EMPLOYEES:

As required under provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, from time to time, the requisite particulars in respect of the employees of the Company, who were in receipt of remuneration in excess of the limits specified under the said section are set out in the annexure herewith and form part of this report.

INSURANCE:

The Company has taken adequate insurance to cover its assets. AUDITORS:

M/s. J Vageriya & Chartered, Chartered Accountants. Mumbai will retire at the ensuring Annual General meeting and being eligible to offer themselves for re- appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has no activities relating to Conservation of Energy, Technology Absorption etc. Details of foreign exchange earnings and out go are given into notes to accounts.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank the Banks and Regulatory Authority for their continued assistance and co-operation.

Your Directors wish to sincerely thank to all the shareholders for making strategic investment in the Company and the faith they have shown in the management. and workings of the Company.

Your Directors recognize the patronage extended by the customers, business associates, employees and Bank of India, Bank of Baroda & State Bank of India, - the bankers of the company.

BY ORDER OF THE BOARD FOR, AVIVA INDUSTRIES LIMITED.

Place: Ahmedabad Date :23rd July 2010

Director Director

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Mar 31, 2009

The Directors have pleasure to submit their twenty fifth Annual Report together with Statement of Accounts for the year ended on 31st March, 2009.

1. Financial review:

[Rs.in lacs]

No. Particulars 2008-09 2007-08

01. Income From Operations 135.25 47.41

02. Other Income 0.72 2.88

Profit/(Loss) before Interest, depreciation and Tax (1-02) (1-15) 03. Financial Charges NIL NIL

Depreciation 1.57 NiL

04. Profit/ ( Loss) Before Tax (2.59) (1.15)

Taxation 0.26 0.69

Fringe Benefit Tax 0.02 0.01

Income Tax for earlier years (0-25) NIL

05. Profit/( Loss) After Tax (2.62) (1.85)

06 Add; Balance of earlier years brought forward 308.28 310.13

07 Balance carried to Balance Sheet 305.66 308.28

2. operations:

The turn over of the Company during the year is Rs. 135.25 Lacs compared to Rs. 47.41 Lacs during previous year.

3. DIVIDEND

Directors expressed their inability to recommend any dividend for the year as there is toss during the year under review.

4. fixed deposit:

Since your company has not invited any fixed deposit from the Public under section 58 A of the Companies Act, 1956 no information is required to be furnished in respect of outstanding deposit.

5. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of Companies Act, 1956, your directors confirm as under:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That 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.

c. That the Directors have taken proper and sufficient care of the Maintenance of adequate accounting records In accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. That the Directors have prepared the Annual accounts on a going concern basis.

6. DIRECTORS:

Mr. Ajay Gupta & Mr. Anilkumar Shinghal Directors of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

7. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The Company does not have employees drawing salary as specified in section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975.

The Company is not a engaged in manufacturing during the year under review and therefore there are no information relating to conservation of energy .technology absorption. The information relating to Foreign Exchange Earnings and outgo .required under section 217 (1) (e) of the Companies Act, 1956 is set out as under

(A) Earning in foreign exchange Rs. NIL

(B) Foreign exchange out go Rs. NIL

8. AUDITORS:

The existing Statutory Auditors M/s J.P. Saboo & Co. Chartered Accountants who have shown unwillingness for reappointment as auditors of the Company. The Baord commends the members to appoint M/s O.P.Vaghathe, Chartered Accountants as Statutory Auditors of the company for the year 2009-10 , in place of J. P. Saboo & Co. Charteied Accountants being retiring auditors , to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration The Company has received a letter from M/S. J.P. Vaghethe, Chartered Accountants stating that their appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

9. CORPROATE GOVERNANCE REPORT :

Your company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India in respect of the Corporate Governance Practices and have implanted all the stipulation prescribed. Report on the Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is annexed which forms part of the Annual Report. A Certificate from the Statutory Auditors, confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report.

10. COMPLIANCE CERTIFICATE :

The Company has availed Secretarial Compliance Certificate for the year under review from the Practicing Company Secretary pursuant to the provisions of section 383 A of the Companies Act,. 1956 and a copy of the same is attached with this report.

11. DEPOSITORY SYSTEM :

Your Company has established electronic connectivity with both the Depositories i.e. NSDL & CDSL. The members are requested to avail the facility of dematerialization of the Companys Shares on NSDL & CDSL.

12. Acknowledgement:

Your Directors acknowledge with gratitude the Co-Operation and Assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review.



Regd. Office: By Order of the Board of Directors,

336, Sardar Gruh Building, For Aviva Industries Limited

198, Lokmanya Tilak Road

Nr. Crawford Market, Mumbai - 400002

Dated : 12.08.2009 Director