Avro India Limited — AGM Information 2021

Aug 24, 2021

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai-400051

Symbol: AVROIND

Sub: Intimation of 25" Annual General Meeting, Record Date and Book Closure

Dear Sir/Madam

This is to inform you that the 25» Annual General Meeting ("AGM") of the Company will be held on Monday, September 20, 2021 at 12:00 Noon at the registered office of the Company at A-7- 36/39, South of G.T. Road Industrial Area, Electrosteel Casting Compound, Ghaziabad-201009, Uttar Pradesh.

The Record date for determining the eligibility of shareholders to exercise voting rights and attendance at AGM is Monday, September 13, 2021.

Further, we wish to inform that pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 14 September, 2021 to Monday, 20 September, 2021 (both days inclusive) for the purpose of 25th AGM.

The Copy of the notice of the 25th AGM is enclosed herewith.

Kindly take the same on your records.

Thanking You,

Yours Faithfully,

( ng Directors DIN: 02515025

Encl: As above

A-7/36-39, South of G.T. Road, Tel: 0120-4376091 Www.avrofurniture.com Indl. Area (Opp. Rathi Udyog Ltd.) Helpline: 9910039125 Cry Ghaziabad-201009 (UP), India info@avrofurniture.com Follow us on 9 © eee

CIN: L25200UP1996PLC101013

CIN: L25200UP1996PLC101013 Regd. Office: A-7/36-39, South of G.T Road Industrial Area, Electrosteel Casting Compound, Ghaziabad-201009, Uttar Pradesh, Phone: 0120-4376091 Email: info@avrofurniture.com, Website: www.avrofurniture.com

NOTICE OF 25TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 25th Annual General Meeting of the members of Avro India Limited (Formerly known as Avon Moldplast Limited) will be held on Monday, 20th day of September, 2021 at 12:00 Noon at the Registered office of the Company at A-7/36-39, South of G.T. Road Industrial Area, Electrosteel Casting Compound, Ghaziabad-201009, Uttar Pradesh to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2021 together with the Reports of Board of Directors and Auditors thereon and in this regard, to consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
• 1. To appoint Mr. Sahil Aggarwal (DIN: 02515025), Managing Director, who retires by rotation and being eligible offers himself for re-appointment and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of the members of the Company be and is hereby accorded to the reappointment of Mr. Sahil Aggarwal (DIN: 02515025) who retires by rotation and being eligible has offered himself for re-appointment as a Managing Director of the Company.

SPECIAL BUSINESS:

1. To appoint Mrs. Iti Goyal (DIN: 07983845) as an Independent Director of the Company and in this regard to consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions, if any of the Companies Act, 2013, ("the Act") read with Schedule IV to the Act, and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any modification or reenactment thereof for the time being in force), and pursuant to applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, including any modification or re-enactment thereof and in accordance with the Articles of Association of the Company, Mrs. Iti Goyal (DIN: 07983845) who was appointed as an Additional Director in the capacity of Non-Executive Independent Director with effect from December 14, 2020 under Section 161 of the Companies Act, 2013 and who holds office as such up to the date of this Annual General Meeting and in respect of whom, the company has received in writing from a member under Section 160 of the Act proposing his candidature for the office of Director of the Company be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to be retire by rotation, to hold office for a period of five consecutive years for a term up to December 13, 2025.

"RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, matters, deeds and things as may be necessary or desirable in connection with or incidental to give effect to the above resolution, including but not limited to filing of necessary forms or returns with the relevant statutory bodies, and to comply with all other requirements in this regard."

1. To Increase the Authorised Share Capital of the Company and amend the Capital Clause in the Memorandum of Association and in this regard to consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013, including rules notified thereunder, as may be amended from time to time (including any statutory modification or re-enactment thereof for the time being in force), the consent of the members of the Company be and is hereby accorded to increase Authorised Share capital of the Company from ₹ 5,00,00,000 (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) equity shares of ₹ 10/- each to ₹ 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Core Ten Lacs) equity shares of face value of ₹ 10/- each ranking par-passu with the existing equity shares of the Company."

RESOLVED FURTHER THAT pursuant to provisions of Section 13, 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and rules framed thereunder; the consent of the members of the Company be and is hereby accorded for substituting Clause V of the Memorandum of Association of the Company with the following clause:

V. The Authorised Share Capital of the Company is ₹ 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lacs) equity shares of ₹ 10/- (Ten Only) each."

RESOLVED FURTHER THAT Mr. Sahil Aggarwal (DIN: 02515025), Managing Director, Mr. Sushil Kumar Aggarwal (DIN: 00248707), Whole Time Director, or the Company Secretary of the Company be and are hereby severally authorised to do all such things, acts, deeds and matters as may be considered necessary, proper or expedient, including but not limited to filing of necessary forms with statutory bodies to give effect to the above resolution, and to comply with all other requirements in this regard."

1. To Approve the Material Related Party Transactions with Bonita Furniture Private Limited with respect to Job Work upto ₹ 10 Crores in a financial year 2021-22 and in this regard to consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 188(1)(d) of the Companies Act, 2013 and other applicable provisions, if any, read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including statutory modification(s) or re-enactment thereof for the time being in force), Company's Policy on Related Party Transaction(s), consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into related party transactions with M/s Bonita Furniture Private Limited with respect to Job Work upto Rupees Ten Crores in a financial year 2021-22 in ordinary course of business on arm's length basis and on such terms and conditions as enumerated in explanatory statement hereto.

RESOLVED FURTHER THAT Mr. Sahil Aggarwal (DIN: 02515025), Managing Director, Mr. Sushil Kumar Aggarwal (DIN: 00248707), Whole Time Director or Company Secretary of the Company be and are hereby severally authorized to do or cause to be done all such acts, matters, deeds and things and to settle any question, difficulty or doubt that may arise with regard to any transaction with related party and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution."

1. To Amend Incidental or Ancillary Objects clause of the Memorandum of Association and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4,13, 15 read with the Companies (Management & Administration) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), including any amendment thereto or re-enactment thereof for the time being in force), and subject to necessary approvals as may be required in this regard, the consent of the members be and is hereby accorded for alteration of the Object clause Memorandum of Association of the Company by inserting Clause No.35 after the existing clause no.34 under "OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS AS FOLLOWS:

(B) 35. To invest in or upon or subscribe for, purchase or otherwise acquire in India or abroad shares, stocks debentures, securities, (Government or other) or other interests in any other company, movable or immovable property of any kind, to make payments thereon or in advance of calls and the same to hold, sell exchange or otherwise dispose of deal with them, turn to account and acquire from time to time as may seem expedient or to otherwise invest the money of the company.

RESOLVED FURTHER THAT Mr. Sahil Aggarwal (DIN: 02515025), Managing Director, Mr. Sushil Kumar Aggarwal (DIN: 00248707), Whole Time Director or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary including filing the requisite forms with Ministry of Corporate Affairs for the purpose of giving effect to this resolution and to settle any/or all questions, difficulties that may arise in this regard at any stage without requiring the Board to secure further any consent of the Members of the Company to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

For & on behalf of the Board of Directors Avro India Limited

Sd/- Sushil Kumar Aggarwal Whole-Time Director DIN: 00248707

Date: 20/08/2021 Place: Ghaziabad

NOTES:

• 1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") relating to the Special Businesses to be transacted at the Annual General Meeting ("Meeting") is annexed hereto.
• 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll instead of himself and the proxy need not be a member of the company. The instrument appointing the proxy should however be deposited

at the registered office of the company not less than 48 hours before the commencement of the meeting.

A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy and for any other purpose or shareholder. The holder of proxy shall prove his identity at the time of attending the meeting.

• 1. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at this Annual General Meeting.
• 1. Members/Proxies/Authorized Representative should bring the duly filled Attendance slip enclosed herewith to attend the meeting. The signature of the attendance slip should match with the signature(s) registered with the Company. Members holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification.
• 1. Members who have not registered their E-mail address so far are requested to register their e-mail for receiving all communication including Annual Report, Notices and Circulars etc. from the Company electronically. Members can do this by updating their email addresses with Company/Depository Participants.
• 1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of bank and branch details, MICR Code and IFSC Code, mandates, nomination, change of address, change of name, e-mail address, contact numbers etc. to their depository participant (DP).
• 1. Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 14th September 2021 to Monday, 20th September 2021 (both days inclusive) for the purpose of 25th AGM of the Company.
• 1. Relevant documents as referred to in the Notice along with the Statements are open for inspection by members at Registered Office of the Company during office hours from Monday to Friday up to the date of this Annual General Meeting of the Company.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 & the Register of Contracts or Arrangements, in which directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Registered office of the Company and at the ensuing Annual General Meeting.
• 1. Brief details of Directors seeking appointment/reappointment along with details of other

Directorship, shareholding in the Company, nature of their expertise in specific functional area pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meeting (SS-2) issued by ICSI forms part of Notice.

• 1. The facility for voting through ballot paper shall be made available at the Annual General Meeting.
• 1. The Company has fixed Monday, 13th September, 2021, as the cutoff date/entitlement date for identifying the shareholders for determining the eligibility to vote in the meeting.
• 1. The Board of Directors has appointed M/s Chaturvedi & Company, Practicing Company Secretary (CP No. 13708) to act as Scrutinizer for conducting the voting by ballot at the meeting.
• 1. The Results along with the report of the Scrutinizer shall be forwarded to NSE Ltd within 48 hours of the conclusion of Annual General Meeting and shall be uploaded on the website of the Company. (www.avrofurniture.com)
• 1. In view of outbreak of COVID-19 pandemic, resultant difficulties involved in dispatching of physical copies of the Annual Report and in accordance with MCA Circular and SEBI Circular dated May 12, 2020 and January 15, 2021, the Annual Report including Notice of 25th AGM of the Company is being sent only by email to all the shareholders whose Email IDs are registered with the Company/Depository Participant(s) for communication purposes to the shareholders and to all other persons so entitled. Further, in terms of the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations read with the said circulars issued by MCA and SEBI, the Annual Report including Notice of the 25th AGM of the Company will also be available on the website of the Company at www.avrofurniture.com. The same can also be accessed from the website of the Stock Exchange i.e. NSE Limited at www.nseindia.com.
• 1. The Securities and Exchange Board of India ("SEBI") has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts.
• 1. Members holding shares in single name are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government can be obtained from the Share Transfer Agent or may be downloaded from the website of the Ministry of Corporate Affairs.
• 1. In case of joint holders attending the AGM, the Members whose name appears as the first holder in the order of names as per the Registrar of Members of the Company will be entitled to vote.
• 1. Any member requiring further information on the Annual Report at the meeting is requested to send the queries at cs@avrofurniture.com.
• 1. The route map showing directions to reach the venue of the 25th AGM is provided at the end of this Notice.
• 1. The Company has not declared any dividend. Further, the Company does not have any unpaid or unclaimed dividend amount outstanding as on the closure of financial year 2020-21. Therefore, the Company is not required to upload the details of Unpaid and unclaimed dividend amounts.

Further, during the year, the Company has not transferred any amount to fund established under Section 125 of the Companies Act, 2013.

1. With reference to Companies (Management and Administration) Rules, 2014, Companies covered under Chapter XB as per SEBI (Issue of Capital Disclosure Requirements), 2009 are exempted from e-voting provisions. Company is covered under Chapter XB as it is listed on SME platform of National Stock Exchange of India Limited. Therefore, Company is not providing e-voting facility to its shareholders.

For & on behalf of the Board of Directors Avro India Limited

Sd/- Sushil Kumar Agarwal Whole-Time Director DIN: 00248707

Date: 20/08/2021 Place: Ghaziabad

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.3

On the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on December 14, 2020 appointed Mrs. Iti Goyal as an Additional Director in the capacity of Non-Executive Independent Director of the Company to hold office for a period of five consecutive years not liable to be retire by rotation subject to the approval of shareholders of the Company.

As an Additional director, Mrs. Iti Goyal holds office till the date of ensuing Annual General Meeting and is eligible for being appointed as an Independent Director. The Company has also received a notice pursuant to Section 160 of the Companies Act, 2013 from a member signifying his intention to propose the appointment of Mrs. Iti Goyal as an Independent Director of the Company. The Company also received a declaration from Mrs. Iti Goyal confirming that she meets the criteria of Independence as prescribed under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received consent in Form DIR-2 to act as Director and Intimation in DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors), Rules, 2014 to the effect that she is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013.

In the opinion of Board, Mrs. Iti Goyal fulfils the condition for her appointment as an Independent Director as specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and she is independent of the Management.

She holds professional experience of eight years. She has done Bachelor of Arts (B.A.) from Delhi University.

The Board considers that her association would be of immense benefits to the Company and it is desirable to avail her services as director. Accordingly, the Board recommends the resolution No. 3 in relation to the appointment of Mrs. Iti Goyal as an Independent Director of the Company for the approval by the Members of the Company by way of an Ordinary Resolution.

None of the Directors, Key Managerial Personnel of the Company and their relatives other than Mrs. Iti Goyal are in anyway, concerned or interested, financially or otherwise, in the said resolution set out at Item No. 3.

ITEM NO.4

At present, the Authorized Share Capital of the company is ₹ 5,00,00,000 (Rupees Five Crores only) divided into 50,00,000 (Fifty Lacs) equity shares of ₹ 10/- each out of which paid up share capital of the company is ₹ 3,25,40,000 (Rupees Three Crore Twenty Lacs Forty Thousand) divided into 32,54,000 (Thirty Two Lacs Fifty Four Thousand) equity shares of ₹ 10 each.

Over the years, the volume of business has been increasing constantly. In order to expand the capital base, it is now proposed to increase the authorized share capital from the existing limit of ₹ 5,00,00,000/- (comprising 50,00,000 equity shares of ₹10/- each) to ₹ 11,00,00,000/- (comprising 1,10,00,000 equity shares of ₹ 10/- each).

The aforesaid proposed increase in Authorised Share Capital of the Company will also require alteration of Clause V of the Memorandum of Association of the Company.

Members are requested to note that it is proposed to seek the approval of the Members of the Company (i) in terms of Section 61 of the Companies Act, 2013 for increase in the Authorised Share Capital of the Company from ₹ 5,00,00,000/- to ₹ 11,00,00,000/-; and (ii) in terms of Section 13 of the Companies Act, 2013 for consequent alteration of Clause V of the Memorandum of Association of the Company.

The draft of altered Memorandum of Association of the Company shall be open for inspection by the Members at the registered office of the Company during the normal business hours till the conclusion of the General Meeting.

The Board recommends the resolution set out at the Item No. 4 of the Notice to the members for their consideration and approval.

None of the Directors, Key Managerial Personnel of the Company and their relatives are in anyway, concerned or interested, financially or otherwise, in the said resolution set out at Item No. 4 of the Notice.

ITEM NO.5

In terms of the provisions of Section 188 of the Companies Act, 2013, the Companies (Meeting of Board and its Powers) Rules, 2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said section require a Company to obtain approval of the Board of Directors and subsequently the Shareholders of the Company by way of Ordinary Resolution in case the value of related party transactions exceed the stipulated thresholds prescribed in Rule 15 of the said rules. As per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and Related party transactions policy, all the material related party transactions requires the approval of shareholders.

M/s Bonita Furniture Private Limited is a 'Related Party' within the meaning of Section 2(76) of the Companies Act, 2013. The transactions relating to Job Work with M/s Bonita Furniture Private Limited are material in nature as these transactions are likely to exceed ten percent of the turnover of the Company.

On recommendations of Audit Committee, the Board of Directors of the Company in its meeting held on June 28, 2021 approved the related party transactions with M/s Bonita Furniture Private Limited with respect to Job Work for ₹ 2 Crores. The Company foreseen that such transactions is likely to exceed the ten percent of the turnover of the Company. Accordingly on recommendations of Audit Committee, the Board of Directors in its meeting held on August 20, 2021 approved the aforesaid related party transactions and now seek approval of the shareholders by way of Ordinary Resolution under Section 188 of the Companies Act, 2013, the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 to enable the Company to enter into related party transactions with respect to Job Work with M/s Bonita Furniture Private Limited. The particulars of the material transactions are as under:

(i) Name of the Related Party: M/s Bonita Furniture Private Limited ("BFPL")

(ii) Name of the Director or Key Managerial personnel who is related and relationship:

Mrs. Anita Aggarwal, spouse of Mr. Sushil Kumar Aggarwal and mother of Mr. Nikhil Aggarwal is the Director and Member of M/s Bonita Furniture Private Limited. Mr. Nikhil Aggarwal, son of Mr. Sushil Kumar Aggarwal and Mrs. Anita Aggarwal and brother of Mr. Sahil Aggarwal is the Director of M/s Bonita Furniture Private Limited. Mrs. Kundita Aggarwal, spouse of Mr. Sahil Aggarwal, Managing Director is the Member and Director of the M/s Bonita Furniture Private Limited.

(iii) Nature, Duration of the Contract and Particulars of the Contract of Arrangement: Job Work for a period of one year as per the agreement.

Particulars of the Contract or Arrangement: Job Work Agreement to make finished product of finished product of plastic chairs & others at arm's length price in the ordinary course of business.

(iv) Material Terms of the Contract or Arrangement, if any:

• 1. The Agreement is for a period of one year w.e.f. 01.04.2021
• 1. Avro India Ltd ("the Company") provide raw materials, packing materials and molds on timely basis to BFPL.
• 1. BFPL do Job Work, obtain Insurance policies and will statutory compliances and other services as per the agreement.
• 1. The Company provides necessary technical know-how and assistance to BFPL.
• 1. Invoice, payment and pricing of Job Work on arm's length basis & as per manner determined in the agreement in the ordinary course of business.
• (v) Any Advance paid or received for the contract/arrangement/transactions, if any: ₹ 1,48,487.90 as on April 01, 2021
• (vi) Monetary Value: The value of transactions is up to an amount of ₹ 10 Crores.

(vii)Any other information relevant or important for the Board to take a decision on the proposed transaction. N.A.

The Board recommends the Ordinary Resolution as set out in Item No. 5 of the Notice for the approval by members.

None of the Directors or Key Managerial Personnel except Mr. Sahil Aggarwal, Managing Director, Mr. Sushil Kumar Aggarwal, Whole Time Director and Mrs. Anita Aggarwal, Non-Executive Director are interested, financial or otherwise in the proposed resolution.

ITEM NO. 6

The Company is desirous of making investments in shares, debentures of other companies, or purchase, subscribe or sell the securities of other companies.

The Members are therefore requested to approve, by passing special resolution, alteration in the Object clause of Memorandum of Association of the Company under OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS."

A copy of the Memorandum of Association of the Company together with proposed alterations would be available for inspection by members at the registered office of the Company. Accordingly, the Board recommends the Sepcial Resolution as set out in Item No. 6 of the Notice for the approval by members.

None of the Directors, Key Managerial Personnel of the Company and their relatives are in anyway, concerned or interested, financially or otherwise, in the said resolution set out at Item No. 6.

ANNEXURE TO THE NOTICE

Details of Directors seeking Appointment/Re-Appointment as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Name of Director	Sahil Aggarwal	Iti Goyal
DIN	02515025	07983845
Date of Birth	18/07/1990	28/04/1989
Date of Appointment	March 21, 2018	December 14, 2020
Qualifications, Experience and	He is a Graduate and have	She is a Company Secretary
Expertise in specific functional	experience of 12 years in the	and Graduate and has post
area	Plastic molded furniture	qualification experience of 8
	industry. He looks after overall	years as a Company Secretary.
	operations of the Company.	She has an expertise in
		Secretarial and Corporate
		Governance matters.
No. of Equity Shares held as on	450000 Shares	Nil
31st March, 2021
Disclosure of relationship	Mrs. Anita Aggarwal is the	She is not related to any
between directors inter se	mother of Mr. Sahil Aggarwal	director of the Company.
	and Mr. Sushil Kumar
	Aggarwal is the father of Mr.
	Sahil Aggarwal
Remuneration Last drawn by	₹ 1,00,000 p.m.	Rs. 6000 (Sitting fees for the
such person, if any		year)
No. of Meeting of the Board	06	2
attended during the year
Terms and Conditions of	Mr. Sahil Aggarwal was	She was appointed as an
Appointment	appointed as Managing	Additional (Non-Executive
	Director of the Company for a	Independent) Director of the
	period of five years w.e.f.	Company for a period of five
	March 21, 2018.	years w.e.f. December 14,
		2020.
List of Public Limited	Nil	1. Jindal Poly Investment and
Companies in which		Finance Company Limited
Directorships held		2. Soyuz Trading Company
		Limited

		3. Consolidated Finvest and Holdings Limited
Chairman / Member of the	Member-1	Member-4
Committees* of the Board of	Chairman-Nil	Chairman-Nil
Directors of the Public Company

*Committee includes the Audit Committee, Nomination & Remuneration Committee and Stakeholders Grievance Committee

PROXY FORM

Form No. MGT-11 [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN	L25200UP1996PLC101013
Name of the Company	AVRO INDIA LIMITED
	(Formerly known as Avon Moldplast Limited)
Registered Office	A-7/36-39, SOUTH OF G.T. ROAD INDUSTRIAL AREA
	ELECTROSTEEL CASTING COMPOUND GHAZIABAD – 201009
Name of the Member(s)
Registered address

E-mail I. d.
Folio no./Client Id*
DP ID

I/We, being the member(s) of AVRO INDIA LIMITED holding ______________ shares hereby appoint:

1	Name	……………………………
	Address	……………………………
		……………………………
	E-mail Id.	…………………………….
	Signature	……………………………	or failing him
2.	Name	……………………………
	Address	……………………………
		………………………………
	E-mail Id	…………………………….
	Signature	……………………………	or failing him
3.	Name	……………………………
	Address	……………………………
		………………………………
	E-mail Id.	…………………………….
	Signature	……………………………

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the company, to be held on Monday, September 20, 2021 at 12:00 Noon at the Registered Office of the company at A-7/36-39, South of G.T. Road Industrial Area, Electrosteel Casting Compound, Ghaziabad –201009, Uttar Pradesh and at any adjournment thereof in respect of such resolutions as are indicated below:

S. No.	Resolution	For	Against
	ORDINARY BUSINESS(ES):
1.	To receive, consider and adopt the Audited Financial Statements
	of the Company for the financial year ended 31st March, 2021
	together with the Reports of Board of Directors and Auditors
	thereon.

2.	To appoint Mr. Sahil Aggarwal (DIN: 02515025), Managing
	Director, who retires by rotation and being eligible offers himself
	for re-appointment.
	SPECIAL BUSINESS(ES):
3.	To appoint Mrs. Iti Goyal (DIN: 07983845) as an Independent
	Director of the Company.
4.	To Increase the Authorised Share Capital of the Company and
	amend the Capital Clause in the Memorandum of Association.
5.	To Approve the Material Related Party Transactions with Bonita
	Furniture Private Limited with respect to Job Work upto ₹ Ten
	Crores in a financial year 2021-22.
6.	To Amend Incidental or Ancillary Objects clause of the
	Memorandum of Association.

Signed this____________________________ day of ___________ 2021.

Signature of Shareholder Signature of Proxy holder(s)

Affix Revenue Stamp of Rs. 1/-

Notes:

• (1) This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the meeting.
• (2) For the resolutions, statement setting out material facts, notes and instructions please refer to the notice of Annual General Meeting.
• (3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
• (4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Please complete all details including details of member(s) and proxy(ies) in the above box before submission.

Form No. MGT-12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

BALLOT PAPER

25th Annual General Meeting of the members of Avro India Limited (Formerly known as Avon Moldplast Limited) to be held on Monday, 20th day of September 2021 at 12:00 Noon at Registered office of the company situated at A-7/36-39, South of G.T. Road Industrial Area, Electrosteel Casting Compound, Ghaziabad -201009, Uttar Pradesh:-

Name of First Named Shareholder	……………………………………………
(In Block Letters)
Postal Address	……………………………………………
	……………………………………………
Folio No./DP ID & Client ID	……………………………………………
No. of Shares held	…………………………………………….
Class of Shares	……………………………………………

I hereby exercise my vote in respect of Ordinary/Special Resolutions enumerated below by recording my assent or dissent to the said resolution in the following manner:

S. No.	Brief of Resolutions	No. of Shares held by me	I assent to the	I dissent to the
			resolution	resolution
	ORDINARY BUSINESS(ES)
1.1.	To receive, consider and adopt the Audited Financial
	Statements of the Company for the financial year
	ended 31st March, 2021 together with the Reports of
	Board of Directors and Auditors thereon.
2.2.	To appoint Mr. Sahil Aggarwal (DIN: 02515025),
	Managing Director, who retires by rotation and being
	eligible offers himself for re-appointment
	SSSSSS SPECIAL BUSINESS (ES)
3.3.	To appoint Mrs. Iti Goyal (DIN: 07983845) as an
	Independent Director of the Company.
4.	To Increase the Authorised Share Capital of the
	Company and amend the Capital Clause in the
	Memorandum of Association.
5.	To Approve the Material Related Party Transactions
	with Bonita Furniture Private Limited with respect to

	Job Work upto ₹ Ten Crores in a financial year 2021- 22.
6.	To Amend Incidental or Ancillary Objects clause of the Memorandum of Association.

Signature of Shareholder

* Please tick in the appropriate column

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

25th Annual General Meeting, on Monday, 20th day of September 2021 at 12.00 Noon

Name of the Member (In Block Letters)	……………………………………………
Folio No./DP ID & Client ID	……………………………………………
No. of Shares held	…………………………………………….
Name of Proxy (To be filled in, if the proxy attends instead of the member)	…………………………………………….

I, hereby certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the 25th Annual General Meeting of the Company on Monday, 20th day of September 2021 at 12:00 Noon at A-7/36-39, South of G.T. Road Industrial Area, Electrosteel Casting Compound, Ghaziabad – 201009, Uttar Pradesh.

Member's /Proxy's Signature

Note:

Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be distributed at the meeting venue.

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