TO THE MEMBERS
The directors take pleasure in presenting their 23rd Annual Report togetherwith the audited financial statements for the Year ended March 31st 2016. TheManagement Discussion and Analysis has also been incorporated into this report.
1. Financial summary or highlights/Performance of the Company
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
| ||Amount (Rs) ||Amount (Rs) |
|Profit before Finance costs ||66515 ||75068 |
|Depreciation and Amortization Expenses || || |
|Less: || || |
|Finance Cost ||(4972) ||(5175) |
|Depreciation and Amortization expenses ||- ||(10062) |
|Profit before Exceptional item and Extraordinary Item ||61543 ||59831 |
|Exceptional Item ||0 ||0 |
|Extraordinary Item ||0 ||0 |
|Provision for taxation: || || |
|Current tax ||11800 ||11400 |
|Less: MAT Credit entitlement ||11800 ||(11400) |
|Deferred tax ||0 ||0 |
|Profit/(Loss) for the period ||61543 ||59831 |
|Add: Balance of profit /(Loss) brought forward from previous year ||(11933255) ||(11993086) |
|Loss carried to the Balance sheet ||(11871712) ||(11933255) |
2. Performance Review
During the financial year company has reported total revenue of Rs.423.69 lakhs asagainst the total revenue of Rs. 324.48 lakhs in the previous year. Net profit of thecompany during the current financial year stands at Rs. 0.62 lakhs as against profit ofRs. 0.60 lakhs in the previous year.
Directors do not recommend any dividend for the year.
4. Share capital
The issued Equity Share capital as on 31st March 2016 is Rs.560.73Lacs.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity. Paid up Equity capital of the companyas on 31stMarch 2016 stands at Rs.409.07 lakhs.
5. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year as on31/03/2016 and of the profit of the company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. Listing on Stock Exchanges
Your Company's shares are listed on BSE Limited and Ahmedabad Stock Exchange Limited.
7. Subsidiary Company
The Company does not have any subsidiary. During the year Boscogen Overseas Limitedceased to be an associate company of AVI Polymers Limited.
8. Corporate Governance Management Discussion and Analysis Report and AuditorsCertificate:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015with the Stock Exchanges the Corporate Governance
Report Management Discussion and Analysis and the Auditor's Certificate regardingcompliance of conditions of Corporate Governance form part of the Annual Report.
9. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S Jalan Alkesh & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. No adverse comments have been made in thesaid report by the Practicing Company Secretary. The Secretarial Audit Report is annexedherewith as "Annexure C".
10. Extract of the Annual Return and other disclosures under Companies (Appointment& Remuneration) Rules 2014
The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed herewith as "AnnexureD" and forms part of this report.
Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment&Remuneration) Rules 2014 is also annexed herewith as "Annexure E" andforms part of this report.
11. Declaration on Independent Directors
The Board of Directors declares that the Independent Directors Mr. Maulik Shah Mr.Jayesh Dave and Mr. Dinesh Chauhan are:
a. in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;
b. (i) who were or were not a promoter of the company or its holding subsidiary orassociate company
(ii) who are not related to promoters or directors in the company its holdingsubsidiary or associate Company;
c. Who have or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year;
d. None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
e. Who neither himself nor any of his relatives -
i. holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial year immediately preceding the financial year in which he is proposed tobe appointed;
ii. is or has been an employee or propriety or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointed of-
a. a firm of auditors or company secretaries in practice or cost auditors or thecompany or its holding subsidiary or associate company; or
b. any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
iii. holds together with his relative two per cent or more of the total voting powerof the company; or
iv. is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
f. Who possesses such other qualification as may be prescribed.
12. Particulars of Loans guarantees or investments
Loans Guarantees and Investments covered under Section 186 of the Companies Act2013form part of the notes to the financial statements provided in the Annual Report. Theloans and advances mentioned in the financial statement have been given for businesspurpose.
Your company has not accepted deposits from public as envisaged under Sections 73 to 76of Companies Act 2013 read with Companies (acceptance of Deposit) Rules 2014.
14. Related Party Transactions
No related party transaction was taken place during the year under review.
15. Conservation of Energy technology absorption foreign exchange earnings and outgo
The company has no activities relating to conservation of energy and technologyabsorption. The company has no foreign earnings and outgo.
16. Risk Management Policy implementation
The Company has developed comprehensive risk management policy and same is reviewed bythe Audit Committee which in turn informs the Board about the risk assessment andminimization procedures. Major risks identified for the Company by the management areCurrency fluctuation Compliance Regulatory changes Manufacturing & SupplyLitigation Information Technology and new capital investments return. The management ishowever of the view that none of the above risks may threaten the existence of theCompany as robust Risk mitigation mechanism is put in place to ensure that there is nil orminimum impact on the Company in case any of these risks materialise. Since the riskcontrol frame work is new to Indian Corporate Culture it is being strengthened oncontinuous basis.
17. Corporate social responsibility
Section 135 of the Companies Act 2013 has imposed CSR mandate on companies havingminimum threshold limit of net worth turnover or net profit as prescribed. Since thecompany does not meet any one of these criterion it remains outside the purview ofSec.135 and consequently the reporting requirements thereunder do not at present apply tous.
The company however as a responsible corporate citizen has constituted a CSR Committeeand formulated a CSR policy. Its CSR Policy on voluntary basis is furnished in Annexure- Fforming part of this report.
18. Disclosure under the Sexual Harassment of Women at Workplace(PreventionProhibition and Redressal) Act 2013
The company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act 2013.Any complaint/ grievances from women employees are reported to Chairman and ManagingDirector. All employees (Permanent contractual temporary trainees) are covered underthe policy. There was no complaints received from any employee during the financial year2015-16 and no complaint is outstanding as on 31/03/2016.
A) Changes in Directors and Key Managerial Personnel
Mr. Karan Mishra Chief Financial Officer of the Company had given resignation from hispost with effect from 31st August2015. The Board has placed on record itsappreciation for the outstanding contributions made by Mr. Karan Mishra during hisrespective tenures of office.
The Board of Directors had on the recommendation of the Nomination & RemunerationCommittee appointed Mr. Mitesh Meghani as Chief Financial Officer on 3rdSeptember2015 .
The Members of the company had on 28th August2015 regularize Ms. MonikaShah from Additional Director to Executive Director and Appointed Mr. Jayesh Dave as anIndependent director of the company in the Annual General Meeting.
B) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements)Regulations2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. S. S. Dasani & Co. Chartered Accountants were appointed as statutory auditorsof the Company from the conclusion of the 23rd annual general meeting (AGM) ofthe Company held on August 28 2015 till the conclusion of the AGM to be held in the year2020 subject to ratification of their appointment at every AGM.
21. Whistle Blower Policy:
In accordance with the requirements of the Act read with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has a Whistle Blower Policyapproved by the Board of Directors. The objectives of the policy are:
To provide a mechanism for employees and directors of the Company and other personsdealing with the Company to report to the Audit Committee; any instances of unethicalbehavior actual or suspected fraud or violation of the Company's Ethics Policy.
To safeguard the confidentiality and interest of such employees/directors/other personsdealing with the Company against victimization who notice and report any unethical orimproper practices.
To appropriately communicate the existence of such mechanism within the organizationand to outsiders. Whistle blower policy is available on website of the Company.
The Company confirms that no personnel has been denied access to the audit committeepursuant to the whistle blower mechanism
The Directors gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF AVI POLYMERS LIMITED |
| ||CIN: L27204JH1993PLC005233 |
|Place: Ahmedabad || |
|Date: 27/05/2016 || |
| ||Mansukh Patel |
| ||Chairman and Managing Director |
| ||DIN:00162160 |