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AVI Polymers Ltd.

BSE: 539288 Sector: Others
NSE: N.A. ISIN Code: INE897N01014
BSE LIVE 14:27 | 26 May Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.23
PREVIOUS CLOSE 6.89
VOLUME 1
52-Week high 7.23
52-Week low 5.05
P/E
Mkt Cap.(Rs cr) 2.96
Buy Price 7.23
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.23
CLOSE 6.89
VOLUME 1
52-Week high 7.23
52-Week low 5.05
P/E
Mkt Cap.(Rs cr) 2.96
Buy Price 7.23
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00

AVI Polymers Ltd. (AVIPOLYMERS) - Director Report

Company director report

TO THE MEMBERS

The directors take pleasure in presenting their 22nd Annual Report togetherwith the audited financial statements for the Year ended March 31st 2015. TheManagement Discussion and Analysis has also been incorporated into this report.

1. Financial summary or highlights/Performance of the Company

Year Ended 31.03.2015 Year Ended 31.03.2014
Amount (Rs) Amount (Rs)
Profit before Finance costs 75068 61745
Depreciation and Amortization Expenses
Less:
Finance Cost 5175 5999
Depreciation and Amortization expenses 10062 2372
Profit before Exceptional item and 59831 53374
Extraordinary Item
Exceptional Item 0 0
Extraordinary Item 0 0
Provision for taxation:
Current tax 11400 0
Less: MAT Credit entitlement (11400) 0
Deferred tax 0 0
Profit/(Loss) for the period 59831 53374
Add: Balance of profit /(Loss) brought forward from previous year (11993086) (12046460)
Loss carried to the Balance sheet (11933255) (11993086)

2. Performance Review

During the year company has reported total income of Rs. 324.49 Lakhs as against thetotal income of Rs. 96.30 Lakhs in the previous yearNet profit of the company during thecurrent year stands at Rs. 0.60 Lakhs as against profit of Rs. 0.53 Lakhsin the Previousyear.

3. Dividend

Directors do not recommend any dividend for the year.

4. Share capital

The issued Equity Share capital as on 31st March 2015 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. On 15th December 2014 Boardof directors of the company had by passing board resolution forfeited 1516600 shares onwhich amount of Rs. 11321250 remains unpaid. Consequent to such forfeiture paid up Equitycapital of the company as on 31stMarch2015 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 theCompanies 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 and ofthe profit and loss account 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 Ahmedabad Stock Exchange Limited.

7. Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges theCorporate Governance Report Management Discussion and Analysis and the Auditor’sCertificate regarding compliance of conditions of Corporate Governance form part of theAnnual Report.

8. 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 Messrs Jalan Alkesh & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. No adverse comments have been made inthe said report by the Practicing Company Secretary. The Secretarial Audit Report isannexed herewith as "Annexure C".

9. 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 Act (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.

10. Declaration on Independent Directors

The Board of Directors declare that the Independent Directors Mr. Maulik Shah 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 possessessuch other qualification as may be prescribed.

11. 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 theAnnual Report. The loansand advances mentioned in the financial statement have been given for business purpose.

12. Deposits

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.

13. Related Party Transactions

No related party transaction was taken place during the year under review.

14. Conservation of Energy technology absorption foreignexchange earnings and outgo

The company has no activities relating to conservation of energy as technologyabsorption. The company has no foreign earnings as outgo.

15. 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 using the outside professional help.

16. 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.

17. 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 year2014-15 and no complaint is outstanding as on 31/03/2015.

18. Directors:

A) Changes in Directors and Key Managerial Personnel

The Board of Directors had on the recommendation of the Nomination & RemunerationCommittee appointed Mr. Karan Mishra as Chief Financial Officer on 30thSeptember2014.

The Board of Directors had on the recommendation of the Nomination &RemunerationCommittee appointed Ms. Monika Shah as Company Secretary on 5thDecember2014.

Mr. Govind Patel a Non Executive Director of the Company had given resignation fromthe Board of Directors with effect from 9th March2015. The Board has placed onrecord its appreciation for the outstanding contributions made by Mr. Govind Patel duringtheir respective tenures of office.

The Board of Directors had appointed Ms. Monika Shah as an Additional Directors of theCompany in the category of Non Independent Directors with effect from March 92014.

B) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

19. Auditors

M/s S. S. Dasani & CO. Chartered Accountants retires as statutory Auditors of thecompany at the ensuing Annual general Meeting and is eligible for re-appointment. Thecompany has received a certificate from the Auditors stating that their appointment ismade is within the limits prescribed under the Companies Act2013 and Rules framed thereunder. Members are requested to reappoint the firm as provided in the notice to them.

20. Whistle Blower Policy

In accordance with the requirements of the Act read with Clause 49 of the ListingAgreement(s) the Company has a Whistle Blower Policy approved 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

21. Acknowledgements

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
Place: Ahmedabad Mansukh Patel
Date: 29/05/2015 Chairman and Managing Director
DIN: 00162160
Dinesh Chuahan
Director
DIN: 00977893

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