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AVI Polymers Ltd.

BSE: 539288 Sector: Others
NSE: N.A. ISIN Code: INE897N01014
BSE 00:00 | 26 May 24.25 -0.20
(-0.82%)
OPEN

24.05

HIGH

25.20

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NSE 05:30 | 01 Jan AVI Polymers Ltd
OPEN 24.05
PREVIOUS CLOSE 24.45
VOLUME 8761
52-Week high 59.50
52-Week low 14.68
P/E 22.05
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.05
CLOSE 24.45
VOLUME 8761
52-Week high 59.50
52-Week low 14.68
P/E 22.05
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AVI Polymers Ltd. (AVIPOLYMERS) - Director Report

Company director report

TO THE MEMBERS

To

The Members

AVI Polymers Limited

The directors take pleasure in presenting their 28th Annual Report together with theaudited financial statements for the Year ended March 31st 2021. The ManagementDiscussion and Analysis has also been incorporated into this report.

1. Financial summary or highlights/Performance of the Company

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Rs. In Lakhs Rs. In Lakhs
Profit before Finance costs 41.68 22.53
Depreciation and Amortization
Expenses
Less:
Finance Cost (0.020) (0.020)
Depreciation and Amortization expenses 0 0
Profit before Exceptional item and 41.66 22.511
Extraordinary Item
Exceptional Item 0 0
Extraordinary Item 0 0
Provision for taxation:
Current tax 0 0.00027
Less: MAT Credit entitlement 0 0.916
Deferred tax 7.65 14.898
Profit/(Loss) for the period 34.01 6.696
Add: Balance of profit /(Loss) brought forward from previous year 8.449 1.753
Profit /Loss carried to the Balance sheet 42.459 8.449

2. Performance Review

During the financial year company has reported total revenue of Rs.420.40 lakhs asagainst the total revenue of Rs. 115.58 lakhs in the previous year. Net profit of thecompany during the current financial year stands at Rs. 34.01 lakhs as against profit ofRs. 6.70 lakhs in the previous year.

3. Change in nature of business If any

There was no major change in the nature of business activity of the Company during theperiod under review.

4. Dividend

Directors do not recommend any dividend for the year.

5. Share capital

The issued Equity Share capital as on 31st March 2021 is Rs.560.73 Lacs. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. Paid up Equity capital of the company as on 31stMarch 2021 stands at Rs. 409.07 lakhs.

6. Transfer to Reserves

The board of directors has decided to transfer and retain entire profits to theStatement of Retained Earnings in the Profit and Loss account.

7. 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 if any.

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 on31/03/2021 and of the profit of the company for that period. iii. The Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor 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.

8. Listing on Stock Exchanges

Your Company's shares are listed on BSE Limited and Code of the Company is 539288

9. Subsidiary Associate and Joint Venture:

The Company does not have any subsidiary associate and joint venture.

10. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provisions of corporate governance are not applicable to the companyas company has not attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shall not be mandatory for companies having paid upcapital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on thelast day of the previous financial year.

11.Management Discussion and Analysis Report:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchange the Management Discussion and Analysis report form part of theAnnual Report and is annexed herewith as Annexure D.

12.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 annexedhere with as

"Annexure E".

13.Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2021 on its website athttp://avipolymers.com/wp-content/uploads/2021/09/Form_MGT_7.pdf By virtue of amendment toSection 92(3) of the Companies Act 2013 the Company is not required to provide extractof Annual Return (Form MGT-9) as part of the Board's report.

14.Particulars of Employees:

Information required pursuant to Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is provided as Annexure -F to this report.

15.Declaration on Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

16.Particulars of Loans guarantees or investments

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form 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.

17.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.

18.Related Party Transactions

No related party transactions had taken place during the year under review.

19.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 actual foreign earnings and outgo.

20.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 Market risk Financial risk and new capitalinvestments return. The management is however of the view that none of the above risksmay threaten the existence of the Company as robust Risk mitigation mechanism is put inplace to ensure that there is nil or minimum impact on the Company in case any of theserisks materialize. Since the risk control frame work is new to Indian Corporate Cultureit is being strengthened on continuous basis.

21.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 ofSection 135 and consequently the reporting requirements there under do not at presentapply to us.

The company however as a responsible corporate citizen has constituted a CSR Committeeon voluntary basis. Composition of the same is furnished in Annexure- G formingpart of this report.

22.Remuneration Policy

The company's policy relating to appointment of directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure –H and is attached to this report.

23.Committee(s) of Board of Directors:

a. Audit Committee

The audit committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013.The details pertaining to composition of auditcommittee are as follows:

Sr. Name of the members Category
1. Mr. Dinesh Chauhan Chairman & Non Executive Independent Director
2. Mr. Mansukh Patel Executive & Non Independent Director
3. Mr. Maulik Shah Non Executive – Independent Director

The board has designated Ms. Monika Shah Company secretary to act as secretary to thecommittee.

During the year four committee meetings were held on 25/06/2020 07/09/2020 10/11/2020and 19/01/2021 and all the committee members were present during the aforesaid meeting.

b. Stakeholder Relationship Committee

The details pertaining to composition of the Stakeholder Relationship Committee incompliance with section 178 of the Companies Act 2013:

Sr. Name of the members Category
1. Mr. Dinesh Chauhan Chairman & Non Executive Independent Director
2. Mr. Mansukh Patel Executive & Non Independent Director
3. Mr. Jayesh Dave Non Executive – Independent Director

During the year one committee meetings was held on 04/12/2020 and all the committeemembers were present during the aforesaid meeting.

c. Nomination And Remuneration Committee

The details pertaining to composition of the Nomination and Remuneration Committee incompliance with section 178 of the Companies Act 2013:

Sr. Name of the members Category
1. Mr. Dinesh Chauhan Chairman & Non Executive Independent Director
2. Mr. Maulik Shah Non Executive – Independent Director
3. Mr. Jayesh Dave Non Executive – Independent Director

During the year one committee meetings was held on 19/01/2021 and all the committeemembers were present during the aforesaid meeting..

24. Board Meetings:

During the financial year 2020-21 Six (06) board meetings were held and the maximuminterval between any two meetings did not exceed 120 days as prescribed under theCompanies Act 2013.

Sr. No. Date of Meeting
1 25.06.2020
2 07.09.2020
3 08.09.2020
4 10.11.2020
5 04.12.2020
6 19.01.2021

25.Separate meeting of the independent directors:

During the year under review the Independent Directors met on January 19 2021without the attendance of Non-independent Directors and members of the Management for:

i) Reviewing the performance of Non-independent Directors and the Board as a whole;

ii) Reviewing the performance of Chairperson of the Company taking into account theviews of the Executive Directors and Non-executive Directors; iii) Assessing the qualityquantity and timeliness of flow of information between the Company Management and theboard that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the performance of Non-IndependentDirectors and the Board as a whole. The Independent Directors were also satisfied with thequality quantity and timeliness of flow of information between the Company management andthe Board.

26.Internal Control Systems and their Adequacy

The company has an adequate system of internal financial control procedures which iscommensurate with the size and nature of business. The internal control systems includingfinancial control system of the company are monitored and evaluated by internal auditorsand their audit reports are periodically reviewed by the audit committee and alsogenerally placed before the board.

27.Disclosure under the Sexual Harassment of Women at Workplace( PreventionProhibition and Redressal) Act 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made there under. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and has not received anycomplaint of sexual harassment during the financial year 2020-21.

28.Directors:

A) Changes in Directors and Key Managerial Personnel

Retirement by Rotation

Mr. Mansukh Patel (DIN: 00162160) Director of Company shall retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.

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 Stakeholder RelationshipCommittees.

29.Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. Jain Kedia and Sharma. Chartered Accountants were appointed as statutory auditorsof the Company from the conclusion of the 26thannual general meeting (AGM) of the Companyheld on 27th September 2019 till the conclusion of the 31stAnnual General Meeting

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report. No fraud is reported by the auditors pursuant toprovision of Section 143 ( 12 ) of the Companies Act 2013.

30.Vigil Mechanism

In accordance with the requirements of the Act read with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has a Vigil Mechanism approved bythe 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. Vigil Mechanism 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.

31.Code Of Conduct

The Board of Directors has already adopted the Code of Ethics and Business Conduct forthe Directors and Senior Management personnel. This code is a comprehensive codeapplicable to all Directors Executive as well as Non – executive and members of theSenior Management. The Code has been circulated to all the members of the Board and SeniorManagement Personnel and compliance of the same has been affirmed by them. A declarationgiven by the Managing Director is attached as Annexure-I of the Board of Director'sReport.

The company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of the Companyand can be accessed at http://avipolymers.com/sample-page/code-of-conduct-policy

32.Certificate from a Company Secretary in practice:

Certificate from M/s Jalan Alkesh & Associates Company Secretaries confirming thatnone of the Directors on the Board of the Company have been debarred or disqualified frombeing appointed or continuing as director of the companies by the SEBI/Ministry ofCorporate Affairs or any such statutory authority is enclosed as an Annexure-J.

33.Policies adopted:

The Company has adopted policies in line with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 including policy on:

Policy on preservation of documents (Weblink:https://avipolymers.com/policy-on-preservation-of-documents/ )

Policy for determination of material event or information (Weblink:https://avipolymers.com/policy-for-determination-of-material-event-or-information/ )

Policy on dealing with Related party transactions (weblink:https://avipolymers.com/policy-on-dealing-with-related-party-transactions/ )

The company has also adopted policy in line with SEBI (Insider Trading) Regulations2015 the Code of Conduct to regulate monitor and reporting of trading by insider.

34.Compliance With Secretarial Standards

Company has complied with the all applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India (ICSI).

35.Investor Education and Protection fund.

During the year under review company is not required to transfer any shares or amout tothe Investor Education and Protection fund.

36.Voluntary Revision of financial statements or Board Report

During the year there was no Voluntary Revision of financial statements or BoardReport.

37. Other Disclosures:

Other disclosures required if any are either nil or not applicable.

38.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
AVI POLYMERS LIMITED
CIN: L27204JH1993PLC005233
Place: Ahmedabad
Date: 04/09/2021 Mansukh Patel
Chairman and Managing Director
DIN: 00162160

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