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AVI Polymers Ltd.

BSE: 539288 Sector: Others
NSE: N.A. ISIN Code: INE897N01014
BSE 05:30 | 01 Jan AVI Polymers Ltd
NSE 05:30 | 01 Jan AVI Polymers Ltd

AVI Polymers Ltd. (AVIPOLYMERS) - Director Report

Company director report

The directors take pleasure in presenting their 24th Annual Report togetherwith the audited financial statements for the Year ended March 31st 2017. TheManagement Discussion and Analysis has also been incorporated into this report.

1. Financial summary or highlights/Performance of the Company

Particulars Year Ended 31.03.2017 Year Ended 31.03.2016
Amount (Rs) Amount (Rs)
Profit before Finance costs 53116 66515
Depreciation and Amortization Expenses
Finance Cost (3697) (4972)
Depreciation and Amortization expenses - -
Profit before Exceptional item and Extraordinary Item 49419 61543
Exceptional Item 0 0
Extraordinary Item 0 0
Provision for taxation:
Current tax 29223 11800
Less: MAT Credit entitlement 29223 11800
Deferred tax (4606059) 0
Profit/(Loss) for the period 4655478 61543
Add: Balance of profit /(Loss) brought forward from previous year (11871712) (11933255)
Loss carried to the Balance sheet (7216234) (11871712)

2. Performance Review

During the financial year company has reported total revenue of Rs.134.55 lakhs asagainst the total revenue of Rs. 423.69 lakhs in the previous year. Net profit of thecompany during the current financial year stands at Rs. 46.55 lakhs as against profit ofRs. 0.62 lakhs in the previous year.

3. Dividend

Directors do not recommend any dividend for the year.

4. Share capital

The issued Equity Share capital as on 31st March 2017 is Rs.560.73 Lacs.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 2017 stands at Rs.409.07 lakhs.

5. Transfer to Reserves

The board of directors has decided to retain entire of profits in the Profit and Lossaccount.

6. 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 on31/03/2017 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.

7. Listing on Stock Exchanges

Your Company's shares are listed on BSE Limited.

8. Subsidiary Associate and Joint Venture:

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

9. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 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.

10. 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.

11. 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 E".

12. 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 "AnnexureF" and forms part of this report.

Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is also annexed herewith as "AnnexureG" and forms part of this report.

13. 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 not a promoter of the company or its holding subsidiary or associatecompany

(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 directors amounting to two percent or more of its gross turnover of total income orfifty lakh rupees or such higher amount as may be prescribed whichever is lower duringthe two immediately 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.

14. 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.

15. 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.

16. Related Party Transactions

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

17. Conservation of energy technology absorption foreign exchange earnings andoutgo.

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

18. 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.

19. 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 thereunder do not at present applyto us.

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-H forming part of this report.

20. 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 - I and is attached to this report.

21. 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:

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

b. Stakeholder Relationship Committee

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

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

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:

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

22. Board Meetings:

Sr. No. Date of Meeting
1 27.05.2016
2 11.08.2016
3 26.08.2016
4 30.09.2016
5 09.11.2016
6 13.02.2017

23. 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.

24. 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 year2016-17 and no complaint is outstanding as on 31/03/2017.

25. Directors:

A) Changes in Directors and Key Managerial Personnel Retirement by Rotation

Mr. Mansukh Patel (DIN: 00162160) Director of Company shall retire by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment.

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.

26. Auditors

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 22nd 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.

27. 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.

28. 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 declaration given by the Managing Director and CEO is given below:

The Company has obtained from all the members of the Board and Senior ManagementPersonnel of the Company affirmation that they have complied with the Code of Ethics andBusiness Conduct framed for Directors and Senior Management Personnel in respect of thefinancial year 2016-17."

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 conduct-policy/

29. 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

• Policy for determination of material event or information

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.

These policies are available on the website of the company at

30. 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.

CIN: L27204JH1993PLC005233
Place: Ahmedabad
Date: 29/05/2017 Mansukh Patel
Chairman and Managing Director