Avon Mercantile Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Board of Directors has pleasure in presenting the Thirty Ninth Annual Report of your
Company for the Financial Year ended on 31^st March, 2024. The Company has duly made
appropriate disclosures in this Board report with the objective of accountability and
transparency in the working of the Company and to make you aware about the working
and future perspective of the Company.

1. FINANCIAL SUMMARY OF HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The performance of the Company for the Financial Year ended 31st March, 2024 in
pursuant to requirement under Section 134(1) of the Companies Act, 2013 (“Act”)
read along with Rule 8(5)(1) of Companies (Accounts) Rules, 2014 is tabulated below:

RESULTS OF OUR OPERATIONS

(Amount in ‘lakhs)

PARTICULARS	March 31, 2024	March 31, 2023
Revenue from Operations	NIL	NIL
Interest Incomes	433.64	585.61
Other Incomes	31.15	326.03
Total Incomes	464.79	911.64
Finance Costs	340.47	619.27
Employee benefits expenses	71.36	98.71
Depreciation, amortization and impairment	0.58	0.34

Other Expenses	38.12	484.40
Total Expenses	450.53	1202.71
Profit/(Loss) before exceptional Items and tax	14.26	(291.06)
Exceptional Items	NIL	NIL
Profit/Loss Before Tax	14.26	(291.06)
Tax Expenses	NIL	NIL
Profit/ Loss After Tax	14.26	(291.21)
Earnings per Equity Share- Basic	0.19	(3.89)
Earnings per Equity Share- Diluted	0.19	(3.89)

*The amount shown in bracket () are negative or decrease in value.

FINANCIAL ANALYSIS

During the year under review, the revenue generated from operations i.e, from
interest is INR 433.64 Lakhs & revenue from other sources is INR 31.15 Lakhs during the
year, which was however INR 585.61 Lakhs and INR 326.03 Lakhs during the preceding
financial year. The profit earned during the year under review was 14.26 Lakhs as
compared to the loss of 291.21 Lakhs during the previous Financial Year 2022-2023.

2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The Company has been registered with the Reserve Bank of India as a Non-Banking
Financial Institution (Non-Deposit taking). During the year, the Company has
categorized as a Non- Systemically Important Non-Deposit taking Non-Banking
Financial Company'''' as the main activity of the Company is of lending funds. The
Company intends to continue the same line of business in future as well.

3. CHANGE(S) IN NATURE OF BUSINESS, IF ANY

There is no change in the nature in the business of the Company during the financial
year ended March 31,2024.

4. DIVIDEND

Based on Company''s performance in the current year, the Board of Directors of the
Company does not recommend any dividend on Equity Shares of the Company.

5. UNCLAIMED DIVIDEND

The shareholders who have not uncashed their dividend for the FY 2017-18 onwards
are requested to claim the amount from registered office of the company. Pursuant
to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend
transferred to the Unpaid Dividend Account of the Company remains unpaid or
unclaimed for a period of seven years i.e., till September 19, 2024, then such
unclaimed or unpaid dividend shall be transferred by the Company along with
interest accrued, if any, to the Investor Education and Protection Fund (the IEPF), a
fund established under sub-section (1) of section 125. The details of unclaimed/
unpaid dividend are available on the website of the Company viz.
www.avonmercantile.co.in.

6. TRANSFER OF RESERVES

During the Financial Year 2023-2024, the Company has transferred an amount of
285.15 Thousand to the General Reserve in terms of Section 45-IC of the Reserve Bank
of India Act, 1934.

7. CHANGES IN SHARE CAPITAL

The paid up equity share capital of the Company as on 31 March 2024 was 74,773.90
Thousands. There has been no change in the Equity Share Capital of the Company
during the year. The Authorized Share Capital of the Company is 750 Lakhs divided
into 75,00,000 (Seventy Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only)
each. The Company has no other type of securities except equity shares forming part
of Equity share capital.

8. DEPOSIT

The company is a Non-Deposit Taking-Non-Systematically Important NBFC (NBFC). As
per the Reserve Bank Guidelines, the company is NBFC ND-ICC as the Company is not
holding or accepting deposits as on the date of Balance Sheet. Further, the company
being Loan Company falls in the category of Investment and Credit Company (NBFC-
ICC) as per classification notified by RBI.

9. LISTING ON STOCK EXCHANGE

The shares of the Company are listed on main platform of BSE Limited. The
International Securities Identification Number (ISIN) of company is INE471D01019 and

the Scrip code is 512265.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented its internal financial controls system
considering the fundamental parts of various critical processes, physical and
operational which include its design, implementation and maintenance along with
periodical internal review of operational effectiveness and sustenance. This ensures
orderly and efficient conduct of its business, including adherence to Company''s
policies, safeguarding of its assets, prevention of errors, accuracy and completeness
of the accounting records and the timely preparation of reliable financial information.
The internal financial controls with reference to the financial statements were
adequate and operating effectively.

The Audit Committee of the Board reviews the adequacy and effectiveness of the
internal controls and checks and suggests desired improvements from time to time.

1 1. DIRECTORS AND KEY MANAGERIAL PERSONNELS

During the year, Mr. Gaurav Agarwal was appointed as Manager with effect from 09^th
November, 2023. At present the Board of Directors of the Company comprise inter-
alia of two independent Directors, viz., Ms. Seema Salwan and Mr. Siddheshwar
Kumar Upadhyay, both of whom have submitted a declaration that each of them
meets the criteria of independence as provided in Section 149(6) of the Act and
there has been no change in the circumstances which may affect their status as
independent director during the year and one Non-Executive Director i.e., Mr.
Gurvinder Pal Singh. Mr. Gopal Singh Negi continues to be the Chief Financial Officer
(CFO) of the Company with effect from 1 st March, 2015.

Ms. Disha Soni continues to be the Company Secretary of the Company w.e.f. 30^th
June 2021.

Mr. Jagdutt Kumar Singh resigned from the position of Manager of the Company on
30th September, 2023 and Due to sudden demise of Sh. Rakesh Kumar Bhatnagar on
26th September, 2023, his office got vacated.

The brief resume and details of Directors who are to be appointed / re-appointed are
furnished in the Notice for the Annual General Meeting as ANNEXURE-B.

i. Changes in the composition of the Board of Directors / Key Managerial Personnel.

As required under the provisions of Section 134(q) read with Rule 8(5) (iii) of the
Companies (Accounts) Rules, 2014, the details of Directors or Key Managerial
Personnel who were appointed or have resigned during the year 2023-2024 under
review are as follows:

Sr. No.	Name of Director or Key Managerial Person	Designation	Date of Appointment/ Change in Designation	Date of Resignation/ Cessation
1.	Mr. Rakesh Kumar Bhatnagar	Whole Time Director	11/11/2022	26/09/2023 (due to sudden demise)
2.	Mr. Gurvinder Pal Singh	Non-Executive Non Independent Director	21/07/2019	-
3.	Ms. Seema Salwan	Non-Executive Independent Director	14/08/2019	-
4.	Mr. Siddheshwar Kumar Upadhyay	Non-Executive Independent Director	28/09/2019	-
5.	|Ms. Disha Soni	|Company Secretary	30/06/2021	-
6.	Mr. Gopal Singh Negi	Chief Financial Officer	01/03/2019	-
7.	Mr. Jagdutt Kumar Sharma	Manager	01/08/2014	30/09/2023
8.	Mr. Gaurav Aggarwal	Manager	09/11/2023	-

As on March 31,2024, your Company''s Board had a strength of 3 (Three) Directors.
The Composition of the Board is as below:

Category	No. of Directors	% of Total nos. of Directors
Non- Executive Director	3	100%

S. No.	Name of the Director	Date of Appointment	Status
1.	Mr. Gurvinder Pal Singh	jDirector (since 21st July, 2019)	Non-Executive

2.	Ms. Seema Salwan	Director (since 14th August,	Non-Executive
		2019)	Independent
3.	Mr. Siddheshwar	Director(Since 28th	Non-Executive
	Kumar Upadhyay	September,2019)	Independent

12. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION
(6) OF SECTION 149

All Independent Directors of the Company have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the
Independent Directors, fulfil the criteria of independence specified in Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent
Directors have also confirmed that they have complied with the Company''s Code of
Business Conduct & Ethics laid down for the Board of Directors, Senior Management
Personnel and Other Employees

13. INDEPENDENT DIRECTORS'' MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made
thereunder, read with the Listing Regulations, the Independent Directors of the
Company met amongst themselves without the presence of Non-Independent
Directors and members of Management on its meeting 12th February, 2024.

14. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, 5 (Five) Board Meetings were held. The Board
periodically evaluates the need for change in its composition and size. Details of
Board Meetings held and attended by the directors during the financial year 2023-24
are:-

Meeting Number	Date of the Meeting	Percentage of Attendance
First Meeting	30th May ,2023	100%
Second Meeting	7th July ,2023	100%
Third Meeting	11th August ,2023	100%
Fourth Meeting	9th November ,2023	100%
Fifth Meeting	15th January ,2024	100%

15. COMMITTEES OF BOARD

1. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI Listing Regulations, as on 31 March 2024, the Audit
Committee of Avon Mercantile Limited comprises of following 3 (Three) Members,
2(Two) members are Independent Non-Executive Directors.

Name	Designation	Category
Mr. Siddheshwar Kumar Upadhyay	Chairman	Independent Non-Executive Director
Ms. Seema Salwan	Member	Independent Non-Executive Director
Mr. Gurvinder Pal Singh	Member	Non-Executive Director

Mr. Gurvinder Pal Singh was appointed as a member of the Audit Committee on 9^th
November, 2023 in place of Late Sh. Rakesh Kumar Bhatnagar.

The recommendation made by the Audit Committee from time to time was accepted
by the Board of Directors.

2. NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition of Nomination and Remuneration Committee
("NRC")and the Company''s policy on Directors, Key Managerial Personnel and other
Employees'' appointment and remuneration and other matters provided in Section
178(3) and (4) of the Act. NRC while determining and / or recommending the criteria
for remuneration / remuneration for Directors, Senior Management / KMPs and other
employees ensure that:

The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and remuneration to Directors, Senior Management /
KMPs involves a balance between fixed and incentive pay reflecting short and long¬
term performance objectives appropriate to the working of the Company and its
goals.

During the year under review, no changes except those required under regulatory
provisions were carried out to the Policy.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composition of Stakeholders Relationship Committee in

accordance with Section 178(5) of the Act are mentioned in the Corporate
Information section of the Annual Report.

4. RISK MANAGEMENT COMMITTEE

This committee has been constituted for monitoring and managing the different types
of risks, pursuant to the requirement of Scale Based Regulations issued by Reserve
Bank of India.

5. CREDIT COMMITTEE

This committee has been constituted for analyzing and sanctioning of loans to the
potential borrowers, review the repayment schedules and default made by borrower
in the repayment of loans.

1 6. SUBSDIARIES, JOINT-VENTURES OR ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be its
Subsidiary, Joint Venture or Associate Company.

1 7. INTER-SE TRANSFER OF PROMOTERS'' SHAREHOLDINGS

During the year under review, there was no change in inter-se-transfer of shares
between promoter''s Groups.

18. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF IT COMMITTEES
AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations and the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017, the Board has carried out an annual evaluation of its own
performance, performance of the Directors individually and the Committees of the

Board.

Manner of Evaluation:

The Nomination and Remuneration Committee and the Board have laid down the
manner in which formal annual evaluation of the performance of the Board, its
Committees and individual directors has to be made. It includes circulation of
evaluation forms separately for evaluation of the Board and its Committees,
Independent Directors / Non-Executive Directors / Manager and Chairperson of the
Company.

The process of the annual performance evaluation broadly comprises:

Board and Committee Evaluation:

• Evaluation of Board as a whole and the Committees is done by the individual
directors / members, followed by submission of collation to NRC and feedback to the
Board.

Independent / Non-Executive Director Evaluation:

• Evaluation done by Board members excluding the Director being evaluated is
submitted to the Chairperson of the Company and individual feedback provided to
each Director.

Manager & Chief Executive Officer Evaluation:

• Evaluation as done by the individual directors is submitted to the Chairperson of the
Nomination and Remuneration Committee who further provides feedback to the
Nomination and Remuneration Committee and subsequently to the Board.

In a separate meeting of Independent Directors held on 12^th February, 2024
performance of Non-Independent Director, performance of the Board as a whole
considering the views of Non-Executive Director was done.

The performance of all the directors during the year was satisfactory and towards the
growth prospects.

Personnel relations with all employees remained cordial and harmonious throughout
the year. Your Directors wish to place on record their sincere appreciation for the
devoted services of all employees of the Company.

1 9. CORPORATE GOVERNACE & COMPLIANCE CERTIFICATE (Not Applicable)

According to the provisions of Regulation 27(2) of the SEBI (Listing Obligations &
Disclosure Requirements), Regulations, 2015, read with Regulation 15(2) of Chapter IV
of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the paid up
capital of Avon Mercantile Limited ("the Company") having the registered office at
Upper Basement, Smart Bharat Mall Plot No.I-2, Sector - 25A, Gautam Buddha Nagar,
Noida, Uttar Pradesh- 201301, is less than Ten Crores i.e. INR 7,47,73,900.00 (Indian
Rupees Seven Crores Forty Seven Lakhs Seventy Three Thousands Nine Hundred Only)
and the Net Worth of the Company is less than Twenty Five Crores i.e. INR 5,13,79,383/-
(Fife Crore Thirteen Lakhs Seventy Nine Thousand Three Hundred Eighty Three Only) as
per latest audited Financial Statements as on financial year ended 31^st March, 2024.

Hence, as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate Governance provisions as specified in
Regulation 17, 17 A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not
applicable on the Company.

Further, Avon Mercantile Limited received a Non - Applicability Certificate of
Corporate Governance Report from M/s. Roni Soni & Associates, Company
Secretaries in Practice (C.P. No. 21854) regarding compliance with Corporate
Governance norms as stipulated in Part C of Schedule V of the Listing Regulations for
the financial year ended 31^st March, 2024. The certificate confirming Non -
Applicability of Corporate Governance Report on the Company is annexed as
‘ANNEXURE - VII'' and form integral part of this report.

20. DETAILS OF ASSOCIATES/JOINT VENTURES/SUBSIDIARY COMPANIES

During the year under review, no Company has become or ceased to be its
Associates, Joint Ventures or Subsidiary.

21. AUDITTORS AND AUDITORS'' REPORT

At the 37^th Annual General Meeting held on September 25, 2022, M/s. Gupta Garg &
Agarwal, Chartered Accountants (Firm Registration No. 505762C), were appointed as
Statutory Auditors of the Company to hold office for a term of 5 years, continue to
hold their office during the year under review.

Pursuant to Section 139 and all the other applicable provisions of the Companies Act,
2013 read with relevant rules thereunder, M/s Gupta, Garg & Agrawal, Chartered

Accountants (ICAI FRN: 505762C), having their office at G-55, Royal Palace, IInd Floor
Laxmi Nagar, Vikas Marg, Delhi - 110092, were appointed as Statutory Auditors from
the conclusion of the 37th AGM in the year 2022 until the conclusion of the AGM in
the year 2027.

Further, vide notification dated 7th May 2018; the Ministry of Corporate Affairs has
done away with the requirement of seeking ratification of members for appointment
of auditors at every Annual General Meeting. Accordingly, no resolution is being
proposed for ratification of appointment of statutory auditors at the Annual General
Meeting.

There are no qualifications, reservations or adverse remarks made by M/s Gupta,
Garg & Agrawal, Chartered Accountants, Statutory Auditors, in their report for the
financial year ended March 31, 2024. The notes on financial statement referred to in
the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditors'' Report does not contain any qualification, reservation or adverse
remark.

Pursuant to provisions of the Section 143( 12) of the Companies Act, 2013, the Statutory
Auditors has not reported of any incident of fraud to the Audit Committee during the
year under review.

22. SECRETARIAL AUDIT REPORT

As required under Section 204(1) of the Companies Act, 2013 read with rules framed
thereunder, the Company has appointed M/s. Roni & Associates, Company
Secretaries in Practice (C.P. No. 21854) to conduct the Secretarial Audit for the
financial year 2023-24. The Secretarial Audit Report submitted by M/s. Roni Soni &
Associates, in the prescribed form MR- 3 is attached as ‘Annexure IV'' and forms part of
this Report

As per the observations given by the Secretarial Auditors, the explanation to the same
has been given to them which form part of the Secretarial Audit Report. The Company
is taking all necessary steps to comply with the observations given by the secretarial
auditors.

23. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and
Schedule V para C of Clause (10) (i) of SEBI LODR, 2015 has been attached as
‘ANNEXURE-IVa'' obtained from M/s. Roni Soni & Associates, Company Secretaries in

Practice (C.P. No. 21854) forms part of this Report.

24. COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost
Records has not been specified by the Central Government for the business activities
carried out by the Company. Thus report under Clause 3 (vi) of the Order is not
applicable to your Company.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Schedule V(B) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report is presented in the separate section and is marked as
ANNEXURE - VIII and forms an integral part of this report.

26. SECRETARIAL STANDARDS

SECRETARIAL STANDARDS The Company has complied with the applicable Secretarial
Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company
Secretaries of India and approved by the Central Government.

27. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
read with Section 177(9) of the Act, the Company has adopted a Vigil Mechanism
Framework and duly uploaded on the website of the Company URL:
http://avonmercantile.co.in/images/uploads/whistle-blower-policy-mar2023.pdf. The

objective of the framework is to establish a redressal forum, which addresses all
concerns raised on questionable practices and through which the Directors and
employees can raise actual or suspected violations directly to the Chairman of the
Audit Committee of the Company.

The role of Chairman of the Audit Committee of the Company is to review the
grievance at the initial stage and in case the grievance is material, the same is
investigated through appropriate delegation. After investigation, the complaint with
investigation report is forwarded to Audit Committee. The Committee takes necessary
actions to maintain confidentiality within the organization on matters brought to its
attention.

28. RISK MANAGEMENT POLICY

A key factor in determining a Company''s capacity to create sustainable value is the
risks that the Company is willing to take and its ability to manage them efficiently.
Many risks exist in a Company''s Risk Management process and they emerge on a
regular basis. A Risk Management Policy is formed to frame, implement, and monitor
the risk management plan for the Company and ensuring its effectiveness. The sole
purpose of this policy shall be to assist the Board in fulfilling its corporate governance
oversight responsibilities with regards to the identification, evaluation and mitigation of
operational, strategic and external environmental risks.

Keeping in view the Risks associated with the Company being NBFC and the need to
mitigate those risks, as per the requirements of Scale based Regulations of RBI, the
Company has formed a Risk Management Committee during the year under review
with the following Composition of Directors:

Name	Designation	Category
Mr. Gurvinder Pal Singh	Chairman	Non-Executive Director
Mr. Siddheshwar Kumar	Member	Independent Non-Executive
Upadhyay		Director
Mr. Gopal Singh Negi	Vice Chairman	Independent Non-Executive Director

Mr. Gurvinder Pal Singh was appointed on 9^th November, 2023 as a member of the
Committee in place of Late Sh. Rakesh Kumar Bhatnagar.

29. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the
Company has placed a copy of annual return of the financial year 2023-24 on its
website at https://avonmercantile.co.in/investors.php.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting the financial position of the
Company occurred between the end of the Financial Year to which financial
statements relates and the date of this Report.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS

The Company has not received any significant or material orders passed by any
Regulatory Authority, Court or Tribunal which shall impact the going concern status
and Company''s operations in future.

32. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal
Financial Control means the policies and procedure''s adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to
Company''s policies, the safeguarding of its assets, the prevention and detention of
frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control
systems which ensure that all assets are safeguarded and protected and that the
transactions are authorized recorded and reported correctly. It provides for adequate
checks and balances and is meant to ensure that all transactions are authorized,
reported correctly. The Internal Financial controls with reference to the Financial
Statements are adequate commensurate with the size and nature of its business.

The Board has appointed M/s Garg Gagan & Associates, Chartered Accountants, as
the Internal Auditors of the Company for the Financial Year 2024-2025. The Internal
Audit Report along with observations and recommendations contained therein was
placed before the Audit Committee in its meeting held on 12^th August, 2024 and was
taken note of.

33. DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME

The Company has not provided any Employee Stock Option Scheme or Purchase
Scheme to the employees.

34. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial
Year 2023-24 in terms of Chapter V of the Companies Act, 2013. Further, the Company
is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

35. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of directors and employees as required
under Section 197(12) of the Companies Act read with Rule 5(1) and Rules 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
"Remuneration Rules" and "the names of the top ten employees in terms of
remuneration drawn" are provided in the ANNEXURE-III to Board''s Report and there
are no employees/ Directors who were in receipt of remuneration in excess of the limit
provided in Section 197(12).

36. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

During the financial year ended March 31, 2024, the Company lays down the details
of the particulars of loans, guarantees and investments covered under Section 186 of
the Act have been disclosed in the financial statements forms part of this Annual
Report.

37. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE
COMPANIES ACT, 2013

During the financial year 2023-24, your Company has not entered into any transaction
with related parties as defined under Section 2(76) of the Companies Act, 2013, read
with Companies (Specification of Definition Details) Rules, 2014, all of which were in
the ordinary course of business and on arm''s length basis and in accordance with the
provisions of Section 188 (1) of the Companies Act, 2013, read with the applicable
Rules issued thereunder is attached in Form AOC-2 as “ANNEXURE-I” which forms part
of this report.

38. PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company has constituted Internal Complaints Committee under the "The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013" in order to provide a protective environment at workplace for all its women
employees. The framework of the policy for reporting sexual harassment cases at
workplace ensures complete anonymity and confidentiality of information. Adequate
workshops and awareness programs against the sexual harassment are conducted
across the organization.

The Company has not received any Complaints on Sexual Harassment during the
year. The Internal Complaints Committees of the Company has also submitted its
Annual Report on Sexual Harassment to the Board declaring that no Complaints were
received during the year.

39. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rules 8(3)
of the Companies (Accounts) Rules, 2014 the details of the activities in the nature of
Energy Conservation, Research and Developments, Technology Absorption and
Foreign Exchange Earnings and Outgo is attached as “ANNEXURE- II” which forms part
of this report.

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

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the
Company has not developed and implemented any Corporate Social Responsibilities''
initiatives, as the said provisions are not applicable on your Company.

41. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors confirms that:

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

b. 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
financial year and of the loss of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
frauds and other irregularities;

d. they have prepared the annual accounts on a going concern basis; and

e. they have devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating
effectively.

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY & BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there was no application made and proceeding
initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial
and/or Operational Creditors against your Company. As on the date of this report,
there is no application or proceeding pending against your Company under the
Insolvency and Bankruptcy Code, 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made any settlement with its
Bankers from which it has accepted any term loan.

44. ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided to
the Company by its bankers, financial institutions, and government as well as Non¬
Government agencies. The Board wishes to place on record its appreciation to the
contribution made by employees of the company during the year under review. Your
Directors gives their sincere gratitude to the customers, clients, vendors and other
business associates for their continued support for the Company''s growth. The Board
also takes this opportunity to express its deep gratitude for the continued co-operation
and support received from its valued shareholders.

For and on behalf of the Board of Directors
AVON MERCANTILE LIMITED

Date: 29.08.2024
Place: Noida

Sd/- Sd/-

(Siddheshwar Kumar Upadhyay) (Gurvinder Pal Singh)

Director Director

DIN: 07871728 DIN:05207077

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Mar 31, 2013

To, The Members of Avon Mercantile Limited

The Board of Directors of your Company have pleasure in placing before the Members the 28th Annual Report together with the audited Statement of Accounts of the company for the year ended on March 31, 2013.

OPERATING RESULTS PARTICULARS 2012-13 2011-12 Rs./Lakhs

Total Income 97.19 55.33

Less: Total Expenses 20.66 1.49

Profit / (Loss) for .the year 76.53 53.84

Less: Provision for Tax 23.62 14.76

Profit After Tax 52.91 39.08

Less: Prior Period Expenses 0.00 0.00

Profit / (Loss) after Prior Period Expenses 52.91 39.08

Less : Exceptional Items Sundry balance w/off and w/back 0.05 0.00

Profit / (Loss) after Exceptional Items 52.96 39.08

Less : Extraordinary Item (Provision for Dimunition in the value of 0.00 0.00 investments)

Profit / (Loss) after Exceptional Items and Extra-ordinary Items 52.96 39.08

FIXED DEPOSITS

Your company has not accepted any fixed deposit during the year under review within the meaning of section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Since last report, Mr. Rakesh Kumar Gupta has resigned as director.

Mr. Rakesh Kumar Bhatnagar retires by rotation and is eligible for reappointment.

Mr. Vikas Kapoor, who was appointed as additional director of the company by the Board of Directors to hold office till the conclusion of this Annual General Meeting, being eligible, offers himself for appointment as Director of the Company.

Brief resume of the Directors being re-appointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting. The Board recommends their re-appointment.

COMPANY SECRETARY

Ms. Jyoti Manchanda, an Associate Member of the Institute of Company Secretaries of India has been appointed as Company Secretary with effect from 1st December 2012.

SUBSIDIARIES

During the year under review, there is no subsidiary of the Company.

AUDITORS

M/s Gupta Garg & Agarwal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The observations made in the Auditors'' Report and Notes on Accounts are self- explanatory.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at the Calcutta Stock Exchange Association Ltd. and the Bombay Stock Exchange Ltd,

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended on March 31,2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the profit or loss of the Company for the period under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts for the year ended March 31, 2013 on a ''going concern'' basis.

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

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation and technology absorption are not applicable to the Company. During the year there was no foreign exchange earnings and outgo.

PERSONNEL

There is no employee covered under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Company''s Bank for all the help and encouragement they extended to the Company.

For and on Behalf of the Board of Directors

Place: Noida Sd/-

Date: 12th August 2013 (Rakesh Kumar Bhatnagar)

CHAIRMAN

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Mar 31, 2011

To The Members of Avon Mercantile Limited

The Board of Directors of your Company have pleasure in placing before the Members the 26th Annual Report together with the audited Statement of Accounts of the company for the year ended on March 31, 2011.

OPERATING RESULTS

PARTICULARS 2010-11 2009-10 Rs./Lakhs Rs. /Lakhs Total Income 143 3.80

Less : Total Expenses 161 162

Profit / (Loss) for the year (0.18) 2.18

Less : Provision for Tax (0.05) 0.00

Profit After Tax (0.23) 2.18

Less : Prior Period Expenses 0.00 0.56

Profit / (Loss) after Prior Period Expenses (0.23) 1.62

Less : Exceptional Items Sundry balance w/off and w/back (Previous year Figure-Tax paid for earlier years) 30.69 0.65

Profit / (Loss) after Exceptional Items 30.46 0.97

Less : Extraordinary Item (Provision for Diminution in the value of investments) 0.00 278.08

Profit / (Loss) after Exceptional Items and Extra-ordinary Items 30.46 (277.11)

FIXED DEPOSITS

Your company has not accepted any fixed deposit during the year under review within the meaning of section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr Gopal Singh Negi retires by rotation and is eligible for reappointment.

SUBSIDIARIES

During the year under review, there is no subsidiary of the Company.

AUDITORS

M/s Gupta Garg & Agarwal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS' REPORT

The observations made in the Auditors' Report and Notes on Accounts are self- explanatory.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at the Calcutta Stock Exchange Association Ltd. And the Mumbai Stock Exchanges.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor's Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended on March 31, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the profit or loss of the Company for the period under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts for the year ended March 31, 2011 on a 'going concern' basis.

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

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation and technology absorption are not applicable to the Company. During the year there was no foreign exchange earnings and outgo.

PERSONNEL

There is no employee covered under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Company's Bank for all the help and encouragement they extended to the Company.

For and on Behalf of the Board of Directors

Place: Noida

Date: 1.9.2011 CHAIRMAN

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Mar 31, 2009

The Board of Directors of your Company have pleasure in placing before the Members the 24th Annual Report together with the audited Statement of Accounts of the company for the year ended on March 31, 2009.

OPERATING RESULTS

During the year under review, the Company has incurred net loss of Rs 1.48 iakhs (previous year net loss of Rs 1.01 lakhs)

FIXED DEPOSITS

Your company has not accepted any fixed deposit during the year under review within the meaning of section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr Gopal Singh Negi retires by rotation and is eligible for reappointment. Mr. Gopal Singh Negi, was also reappointed as Wholetime Director of the Company designated as Chief Executive Officer of the Company for a further period of 3 years w.e.f. 15th November, 2008 without any remuneration.

Since last report Mr. Dharam Vir Tyagi, was appointed as Additional Director by the Board of Directors of the Company. His term expires on the ensuing Annual General Meeting and he is eligible for appointment as director.

Since last report Mr Sandeep Dey has resigned as Director. The Board places on record its sincere appreciation for the guidance and co-operation extended by Mr Sandeep Dey during his tenure as director of the Company.

SUBSIDIARIES

During the year under review, there is no subsidiary of the Company.

AUDITORS

M/s Gupta Garg & Agarwal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The observations made in the Auditors Report and Notes on Accounts are self- explanatory.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at the Calcutta Stock Exchange Association Ltd. And the Mumbai Stock Exchanges.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended on March 31, 2009, the applicable

accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the profit or loss of the Company for the period under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(i v) that the Directors had prepared the annual accounts for the year ended March 31, 2009 on a going concern basis.

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

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation and technology absorption are not applicable to the Company. During the year there was no foreign exchange earnings and outgo.

PERSONNEL

There is no employee covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Companys Bank for all the help and encouragement they extended to the Company.

For and on Behalf of the Board of Directors Place: Noida Date: 24.8.2009 (Rakesh kumar Gupta) CHAIRMAN