Directors Report of Aviva Industries Ltd.

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