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Directors Report of Avon Corporation Ltd.

Mar 31, 2010

We are delighted to present Eleventh Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Your Company has taken many strategic steps during the year to strengthen its financials and to achieve all round growth of the business. The focus during the year was to accelerate growth through widening of network expanding capacities to capitalise on the growth opportunities besides optimum utilisation of the resources.

As a result of these initiatives, your Company has posted growth - oriented results during the year. Your Companys revenues were Rs. 116,63,55,467 during the year registering a year-on-year growth of 58.49% from Rs. 73,59,27,397 as reflected in last year.

The Companys net profit at Rs. 11,39,00,687 is enhanced by 62.8 % during the year, against Rs. 6,99,60,911 attained in the preceding year.

Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached for your reference.

FINANCIAL RESULTS:

Particulars (Rs.in lacs)

Current year (2009 - 2010) Previous Year (2008-2009)

Sales Revenue 11663.55 7359.27

Other Income 148.70 448.37

Increase/ (Decrease) in Stock 82.88 (50.13)

Less: Total expenditure 10149.39 6686.85

Profit before Depreciation, Interest and Tax (PBDIT) 1662.86 1070.66

Less: Interest 377.53 235.91

Less: Depreciation 73.21 44.65

Profit before Tax 1212.12 790.10

Less: Provision for Taxation 73.11 90.49

Profit after Tax 1139.01 699.61

Less: Transfer to General Reserve 352.76 139.92

Less: Dividend Distribution & Tax thereon 226.67 38.80

Add: Balance brought forward 737.10 216.21

Less: Dividend Paid (Short Provision) 112.32

Balance carried forward to Balance Sheet 1184.36 737.10



Industry Structure and Developments:

Weighing industry is booming like fire in the forest, in todays world although consciously or unconsciously we weigh most of the things from the time we get up from the bed till we are off to sleep, starting from your tooth paste how much to use till how many calories to consume in our day. So these situations have created hyper growth in weighing industry. Weighing industry is may be ranked among the necessaries of life to every individual of human society. They enter into the economical arrangements and daily concerns of every family. They are necessary to every occupation to human industry. The demand for weighing scales is expected to increase considering growth of user industries viz. diversified with different kinds of software related to various industries like healthcare, pharma, government, retail, gyms, jewellery, etc.. There are a number of players in the Industry, many in SSI Sector. Therefore, the Markets & Capacities are fragmented in the Country.

Business Performance:

Our Company is engaged in manufacturing Weighing Scales, which has utilizations in various industries healthcare, pharma, government, retail, gyms, jewellery, etc. Since years the Company has served its customers successfully. As market demand forthe weighing scales is increasing, opportunities for our Company is also growing high and our competition in the market is becoming tough but we have confidence in our high guality product to survive and grow in a competitive market.

Your Company continued to maintain its upward trend by registering Sales of Rs. 11663.55 lacs as against Rs. 7359.27 lacs in the previous year. Profit before Depreciation, Interest and tax has increased from Rs. 1662.86 lacs to Rs. 1554.08 lacs. Profit before tax for the year under review, has increased to Rs. 1212.12 lacs as compared to Rs. 790.10 lacs in the previous year. Net profit After Tax forthe year has registered an increase of Rs. 1139.01 lacs as compared to Rs. 699.61 lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Share Capital:

During the year, your Company has issued 16,00,000 (Sixteen lakhs) Global Depository Receipts (GDRs) which is listed on Luxemburg Stock Exchange w.e.f. 24" June, 2009. Each GDR represents 30 shares (1 GDR=30 shares), thus the underlying shares are 4,80,00,000 Equity Shares. The paid up capital has increased from Rs. 16,58,03,170 (Rupees Sixteen Crores Fifty Eight Lakhs Three Thousand One Hundred and Seventy only) to Rs. 64,58,03,170 (Rupees Sixty Four Crores Fifty Eight Lakhs Three Thousand One Hundred and Seventy only).

Dividend:

Your Directors are pleased to recommend a dividend of Rs. 0.30/- per share on the paid up share capital of the Company for the year ended 319 March, 2010.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchange, the cash flow statement for the year ended 31a March, 2010 is annexed hereto.

Directors Responsibility Statement:

Pursuantto Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

- they 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 and of the profit of the Companyforthatyear.

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the attached Statement of Accounts forthe year ended March 31,2010 have been prepared on a going concern basis.

Public Deposits:

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975 as amended.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s Atul B. Shah & Co., Chartered Accountants, Statutory Auditors regarding compliance of the requirements of Corporate Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock exchange are annexed hereto.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anmol Sekhri, Director of the Company, shall retire by rotation and being eligible, offer himself for re-appointment atthe ensuing Annual General Meeting.

Mr. Gopalkrishan Sharma was appointed on the Board of the Company as an Additional and Independent Director, at the Board Meeting held on 20th January, 2010.

Mr. Devang Vyas, Director of the Company has submitted his resignation to the Board in the meeting held on 20th January, 2010.The Board has appreciated his efforts all the years through for the services, knowledge, expertise, etc. provided by him for the efficient & smooth functioning of the Company.

A brief profile of the above Directors, as required by Clause 49VIA of the Listing Agreement with the Bombay Stock Exchange Limited, Mumbai is attached to the Notice of the ensuing Annual General Meeting.

Subsidiaries:

A statement relating to subsidiary Company pursuant to Section 212 of the Companies Act, 1956 is annexed. The Audited Balance Sheet and Profit and Loss Accounts of the Subsidiary Company, as on their respective year ended on various dates as per the laws of the country wherein this company is incorporated, are annexed.

Auditors:

M/s. Atul B. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company retire atthe ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue as auditors.

AuditorsComment:

The observations made by the Auditors in the Auditors Reports read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Practicing Company Secretary:

Mr. Rakesh Kapur., Practicing Company Secretary of the Company has given his report on Secretarial Auditforthe year.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The relevant data 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 is annexed hereto and forms part of this report,

Particulars ot employees:

During the year under review, none of the employees of the Company, whether employed forthe whole year or partthereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements

Your Directors take this opportunity to express their gratitude forthe support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Place: Mumbai Pankaj Saraiya

Dated: 30th June, 2010 Chairman & Managing Director





 
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