AV Thomas Ltd 2014 Annual Report

8/16/2019 AV Thomas Ltd 2014 Annual Report

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A.V. THOMAS AND COMPANY LIMITEDALAPPUZHA

BOARD OF DIRECTORS REGISTERED OFFICE

Mr. Ajit Thomas (Executive Chairman) W-21/674, Beach Road,

Mrs. Lily Thomas Alappuzha - 688 012.

Mr. Dilip Thomas (Vice Chairman) Tel: 0477-2243624 Fax: 0477-2243626

Mr. Raghu Bhale Rao Email: [email protected]

Mr. P. Shankar I.A.S. (Retd.) Website: www.avthomas.com

Mr. A. D. Bopana

CORPORATE OFFICE

AUDIT COMMITTEE No. 60, Rukmani Lakshmipathi Salai,

Mr. P. Shankar I.A.S. (Retd.) Egmore, Chennai - 600 008.

Mr. Raghu Bhale Rao Tel: 044-28553249 Fax: 044-28553257

Mr. A. D. Bopana CIN : L51109KL1935PLC000024

COMPANY SECRETARY

Mr. V. Sriraman

AUDITORS

Suri & Co.

Chartered Accountants

No. 4, Chevaliar Shivaji Ganesan Salai,

T. Nagar, Chennai - 600 017.

BANKERS

Bank of BarodaCorporation Bank

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited

“Subramanian Building”

No. 1, Club House Road, Chennai - 600 002.

Contents Page No.

Notice to Shareholders 2Directors’ Report 10

Management Discussion and Analysis Report 14

Corporate Governance Report 18

Compliance Certificate 26

Auditors’ Report 32

Balance Sheet 36

Statement of Profit and Loss 37

Notes on Accounts 38

Cash Flow Statement 58

Financial Highlights 60


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A.V. THOMAS AND COMPANY LIMITEDRegistered Office: W-21/674, Beach Road, Alappuzha-688012

CIN: L51109KL1935PLC000024

2

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the SEVENTY NINTH ANNUAL GENERAL MEETING of the Company will be held at theRegistered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.00 A.M. on Thursday, the 4th September, 2014to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014, thereports of the Board of Directors and Auditors thereon.

2. (a) To declare a final dividend on equity shares. The Directors have recommended a final dividend of Rs.75/- per

Equity Share (750%); and(b) To confirm the Interim Dividend at Rs.75/- per Equity Share (750%) already paid for the year ended 31st March,

2014.

3. To appoint a Director in place of Mrs. Lily Thomas (DIN : 00052140), who retires by rotation and, being eligible hasoffered herself for re-appointment.

4. To appoint a Director in place of Mr. Dilip Thomas (DIN : 00052185), who retires by rotation and, being eligible hasoffered himself for re-appointment.

5. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an Ordinaryresolution:

“RESOLVED that pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies

Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s. Suri & Co, Chartered Accountants(Registration No. 004283S), be and is hereby re-appointed as Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) to the conclusion of the 82nd AGM of the Company to be held inthe year 2017 (subject to ratification of the appointment by the members at every AGM), at such remuneration plusservice tax, out of pocket and travelling expenses as may be mutually agreed between the Board of Directors of theCompany and the Auditors.”

Special Business :

6. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an OrdinaryResolution:

RESOLVED that pursuant to the provisions of Section 197, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 consent of the Company be and is hereby accorded for the revision in terms of remunerationpayable to Mr. Ajit Thomas, Whole-Time Director and designated as Executive Chairman of the Company, for thebalance period of his office commencing June 1, 2014 to January 31, 2016, as stated hereunder:

1. Salary: Rs 5,00,000/- per month.

2. Perquisites and other benefits:a. Company's contribution to Provident fund @ 12% in accordance with the rules of the Company.b. Company’s contribution to Superannuation Fund @ 15% in accordance with the rules of the Company.c. Gratuity: As per the rules of the Company.d. Company car and communication facilities: Use of the Company's car, chauffeur and communication facilities

at the residence for official purposes, as per the rules of the Company.


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A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

7. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED that pursuant to the provisions of Sections 196 and 197, Schedule V and other applicable provisionsof the Companies Act, 2013, consent of the Company be and is hereby accorded for the appointment of Mr DilipThomas, as Whole Time Director and designated as Executive Vice-Chairman of the Company for a period of threeyears, with effect from June 2, 2014, on the following terms:

1. Salary: Rs 4,50,000/- per month.

2. Perquisites and other benefits:

a) Company's contribution to Provident fund @ 12% in accordance with the rules of the Company.

b) Company’s contribution to Superannuation Fund @ 15% in accordance with the rules of the Company.

c) Gratuity: As per the rules of the Company.d) Company car and communication facilities: Use of the Company's car, chauffeur and communication facilities

at the residence for official purposes, as per the rules of the Company.

8. To consider and, if thought fit to pass, with or without modification(s) the following resolution as an OrdinaryResolution:

“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended fromtime to time, Mr. Raghu Bhale Rao (DIN: 00255296 ), who has submitted a declaration that he meets the criteria forindependence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is herebyappointed as an Independent Director of the Company to hold office for 5 (Five) consecutive years for a term up tothe conclusion of 31st March 2019.”


“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended fromtime to time, Mr. A D Bopana (DIN: 00576066), who has submitted a declaration that he meets the criteria forindependence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is herebyappointed as an Independent Director of the Company to hold office for 5 (Five) consecutive years for a term up tothe conclusion of 31st March 2019.”


“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended fromtime to time, Mr P Shankar (DIN: 01638317), who has submitted a declaration that he meets the criteria forindependence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is herebyappointed as an Independent Director of the Company to hold office for 5 (Five) consecutive years for a term up tothe conclusion of 31st March 2019.”


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11. To consider and, if thought fit to pass, with or without modification(s), the following resolution as a SpecialResolution:

“RESOLVED that pursuant to the provisions of section 14 and other applicable provisions, if any, of the Companies Act 2013 the existing Article 151 of the Articles of Association (AOA) of the Company be and is hereby amendedwith the following new Article 151 of the AOA of the Company:

New Article 151: The Directors may from time to time appoint one or more of their body, including the Chairman, tobe the Managing Director(s) or Chief Executive Officer(s) of the Company for a term not exceeding five years oneach occasion for which he or they is or are to hold such office and may from time to time (subject to the provisionsof any contract between him or them and the Company) remove or dismiss him or them from the office and appointanother or others in his or their place or places.”

“RESOLVED further that the Board of Directors of the Company be and is hereby severally authorised to do all acts

and take all such steps as may be necessary or expedient to give effect to this resolution.”12. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED that pursuant to the provisions of section 148 and other applicable provisions of the Companies act,2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactmentthereof, for the time being in force), M/s. Rajendran, Mani & Varier, Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year endingMarch 31, 2015 be paid a remuneration of Rs 75,000 (Rupees Seventy five thousand only) per annum & service taxthereon at the rate applicable plus the reimbursement of out of pocket expenses incurred.”

“RESOLVED further that the Board of Directors of the Company be and is hereby severally authorised to do all actsand take all such steps as may be necessary or expedient to give effect to this resolution.”

By Order of the BoardFor A.V.THOMAS AND COMPANY LIMITED

AJIT THOMASChennai Executive Chairman29th May, 2014


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NOTES:1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/

her stead. A proxy need not be a member of the Company.A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not morethan ten percent of the total share capital of the company carrying voting rights. A member holding morethan ten per cent of the total share capital of the company carrying voting rights may appoint a single personas proxy and such person shall not act as proxy for any other person or shareholder.

2. The Register of Members and Share Transfer Books of the Company will remain closed from 26-08-2014 to04-09-2014 both days inclusive.

3. Members are requested to notify, immediately, any change in their addresses to the Company.4. Shareholders of the Company may avail the nomination facility by executing the prescribed nomination form which

can be obtained from the Registered Office of the Company.5. Company's shares are listed at the Cochin Stock Exchange Ltd., MES Dr.P.K.Abdul Gafoor Memorial Cultural

Complex, 36/1565, 4th Floor, Judges Avenue, Kaloor, Cochin-682 017 and Madras Stock Exchange Ltd., ExchangeBuilding, Post Box No.183, 11, Second Line Beach, Chennai-600001. The Annual Listing fee as prescribed hasbeen paid to the above Stock Exchanges.

6. If the final dividend as recommended by the Board of Directors are approved at the Annual General Meeting,payment of such dividends will be made after 04-09-2014 as under:a) To all members in respect of shares held by them in physical form as on the date of the Annual General Meeting,

after giving effect to valid transfers in respect of transfer requests lodged with the Company, Registrar & ShareTransfer Agent on or before the close of business hours on 25-08-2014.

b) To all Beneficial owners in respect of shares held in dematerialised form as per the data as may be madeavailable by the National Securities Depository Limited.

7. Members are requested to furnish the Bank Account details in order to enable the Company to mention the sameon the payment instrument, for distribution of dividends to the Investors.

8. Pursuant to provisions of section 205A (5) and 205C of the Companies Act, 1956, the Company has transferred theunpaid or unclaimed dividends up to the financial year 2005-06 from time to time on due dates to the InvestorEducation and Protection Fund (the IEPF) established by the Central Government Pursuant to the provisions of Investor Education and Protection fund (Uploading of information regarding unpaid and unclaimed amounts lyingwith companies) Rules, 2012. Members who have not encashed their dividend warrants in respect of the aboveperiod are requested to make their claim(s) by surrendering the unencashed warrants immediately to the Company.Final Dividend declared for the year 2006-2007 and remaining unpaid or unclaimed is liable to be transferred to theFund during the month of October, 2014 and the shareholders are, therefore, advised to claim immediately from theCompany the dividends, if any, for the said year remaining unpaid before they are transferred to the Fund.

All unpaid or unclaimed dividends upto the year 1993-1994 have been transferred to the General Revenue Accountof the Central Government and the shareholders, who have not encashed the dividend cheques for the period upto1993-1994, are advised to claim the amount from the Registrar of Companies, Kerala at Ernakulam.

9. In terms of clause 49 of the Listing Agreements with the Stock Exchanges, a brief resume of directors who areretiring by rotation and seeking re-election and Directors to be appointed at this Annual General Meeting is attachedhereto.

10. Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmissionand transposition of names, in respect of shares held in physical form, submission of attested copy of Pan Card of the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along with necessary documentsat the time of lodgment of request for transfer/transmission/transposition, is now mandatory.

11. In terms of Clause 47 (f) of the Listing Agreement, please use the following contacts for redressal of InvestorComplaints:-E – Mail:[email protected] or [email protected] Officers: Mr. W.D. Nelson / Mr. R. Venugopalan / Mr. V. SriramanTel No.0477-2243624 / 044-28553249.


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Statement pursuant to Section 102 (1) of the Companies Act, 2013SPECIAL BUSINESS:

Item Nos.6 and 7:

At the 78th Annual General Meeting of the Company held on 29th August, 2013 Mr. Ajit Thomas was re-appointed as theWhole-Time Director of the Company and designated as Executive Chairman for a period of three years from 1stFebruary, 2013.

Keeping in view of the enhanced role, responsibilities and duties, the Board of Directors at their Meeting held on 29thMay, 2014, subject to the shareholders’ approval at the ensuing General Meeting, revised the remuneration payable toMr.Ajit Thomas as the Executive Chairman of the Company, as stated in the resolution, for the balance period of histenure of office in the Company. The Board of Directors further appointed Mr. Dilip Thomas as the Whole Time Directordesignated as Executive Vice Chairman for a period of three years effective from June 2, 2014 on the terms of remunerationas stated in the resolution.

The remuneration payable to both of them would be within the overall limits of remuneration as prescribed undersection 197 read with in Section I of Part II of Schedule V of The Companies Act, 2013.

After the approval by the shareholders, the Company shall enter into an agreement with the Executive Chairman andExecutive Vice-Chairman, incorporating therein the respective terms and conditions of re-appointment and dischargeof functions and responsibilities and for payment of remuneration to them.

A copy of the draft Agreement to be entered into by the Company with the Executive Chairman and Executive ViceChairman would be available for inspection during office hours on any working day at the registered office of theCompany.

Mr. Ajit Thomas and Mr Dilip Thomas are interested in the resolutions relating to their respective appointment and to the

extent of managerial remuneration payable to them. Mrs. Lily Thomas, Director is also interested in the resolutionsbeing related to Mr. Ajit Thomas and Mr Dilip Thomas. None of the other Directors / Key Managerial Personnel of theCompany / their relatives is, in any way concerned or interested, financially or otherwise, in the resolutions.

The Board of Directors recommends the resolutions as set out in Item Nos. 6 and 7 respectively of the Notice forapproval of the shareholders.

Item No. 8 to 10:

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges,appointed Mr. Raghu Bhale Rao, Mr. A D Bopana, Mr P Shankar as Independent Directors, in compliance with therequirements of the clause.

Pursuant to the provisions of Section 149 of the Act, every Listed Company is required to have at least one-third of thetotal number of directors as Independent Directors, who are not liable to retire by rotation.

Mr. Raghu Bhale Rao, Mr. A D Bopana, Mr P Shankar has given a declaration to the Board that they meet the criteriaof independence as provided under Section 149(6) of the Act. In the opinion of the Board, each of these Directors fulfilsthe conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director.

The Company has received Notice in writing from members along with the deposit of requisite amount under Section160 of the Act proposing the candidatures of each of Mr. Raghu Bhale Rao, Mr. A D Bopana, and Mr P Shankar for theoffice of Directors of the Company.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Raghu BhaleRao, Mr. A D Bopana, and Mr. P Shankar as Independent directors is now being placed before the members for theirapproval.


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Mr. Raghu Bhale Rao, Mr. A D Bopana, Mr. P Shankar are interested in the resolutions set out respectively at Items Nos.8 to 10 of the Notice with regard to their respective appointments. None of the other Directors / Key ManagerialPersonnel of the Company / their relatives is, in any way concerned or interested, financially or otherwise, in theresolution.

The Board of Directors recommends the resolution as set out in Item Nos. 8 to 10 of the Notice for approval of theshareholders.Item No.11:

As per section 203 of the Companies Act, 2013, which has come into force w.e.f April 1, 2014, an individual shall not beappointed as Chairperson of the Company as well as the Managing Director or Chief executive officer of the Companyat the same time after the commencement of this Act unless:

a) the articles of such a company provide otherwise; or

b) the company does not carry multiple businesses.

Since the existing articles does not contain explicit provision, it is suggested to amend the existing articles of theCompany to provide for such an appointment.

None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,financially or otherwise, in the resolution.

The Board of Directors recommends the resolution as set out in Item No.11 of the Notice for approval of the shareholders.

Item No.12:

In accordance with the provisions of section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of theCompany.

The Board of Directors of the Company at their meeting held on 29th May 2014, have appointed M/s. Rajendran, Mani& Varier, Cost Auditors, Cochin, to conduct the audit of the cost records of the Company for the financial year endingMarch 31, 2015 on a remuneration of Rs 75,000 (Rupees Seventy five thousand only) per annum & service tax thereonat the rate applicable plus the reimbursement of out of pocket expenses incurred.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 12 forratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2015.

None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,financially or otherwise, in the resolution.

The Board of Directors recommends the resolution as set out in Item No. 12 of the Notice for approval of the shareholders.

By Order of the BoardFor A.V.THOMAS AND COMPANY LIMITED

AJIT THOMASChennai Executive Chairman29th May, 2014


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REPORT OF THE DIRECTORS

Your Directors have pleasure in presenting the SEVENTY NINTH ANNUAL REPORT with the audited accounts of theCompany for the year ended 31st March, 2014.

(Rs.in lakhs)FINANCIAL RESULTS: 2013 - 14 2012 - 13

Income from Operations and Other Income 63632.94 58671.93

Profit Before Depreciation and Interest 3682.26 3974.88

Less: Depreciation 184.82 195.81Interest 16.21 24.38

201.03 220.19Profit Before Tax 3481.23 3754.69Less: Provision for Tax 1210.00 1225.00

Profit After Tax 2271.23 2529.69 Add: Surplus brought forward 747.48 541.15

3018.71 3070.84which your Directors recommend to appropriate:-Transfer to General Reserve 1500.00 1500.00Interim Dividend on Equity Shares @ Rs.75/-per share already paid 352.65 235.10Tax on Interim Dividend 59.93 38.14Proposed Final Dividend on Equity Shares @ Rs. 75/- per share 352.65 470.20Provision for Tax on Final Dividend 59.93 79.91Balance carried forward 693.55 747.49

3018.71 3070.84

DIVIDEND: An Interim Dividend of Rs.75/- per equity share (750%) was paid during the financial year ended 31st March, 2014. TheBoard of Directors had recommended a final dividend of Rs.75/- per equity share (750 %) for approval of the shareholdersat the Annual General Meeting. The aggregate of the dividends, amount to Rs.150 /- per equity share (1500 %) for theyear ended 31st March, 2014.

Operations:

CONSUMER PRODUCTS DIVISIONThe Consumer Products Division sustained the momentum of the previous year and recorded 6% growth in volumeterms during the year 2013-14. AVT continues to be a market leader in Kerala and has impressive market share in TamilNadu. In Andhra Pradesh, Karnataka, and Orissa, with the introduction of new distribution system, the Company hasimproved the availability and has shown growth in volume. The Company has also exported teas to Middle Eastcountries and the response has been positive. The Division expects to maintain this positive performance in the comingyear also.


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TRADING DIVISIONThe sales volume of Materials Division fairly steady at 9500 MT in the current financial year despite the general slowdownin construction / building industry.

LOGISTICS & SERVICES DIVISION

Logistics & Services division has been affected on account of general economic slowdown.

PARTICULARS OF EMPLOYEES

A statement showing particulars of employees as required under The Companies (Particulars of Employees) Rules,1975, to be included in the Directors’ Report, pursuant to Section 217(2A) of The Companies Act, 1956 is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company has no activities relating to conservation of energy and technology absorption on account of the natureof its business.

FOREIGN EXCHANGE EARNINGS/OUTGO

The Company's earnings in foreign exchange on FOB value of Exports during the year amounted to Rs. 5041.52 lakhscompared to Rs. 7507.52 lakhs during the previous year. The foreign exchange outgo during the year was Rs. 299.42lakhs against Rs. 223.12 lakhs in previous year. Your company is continuing to focus its attention to increase thevolume of export on traditional commodities/products and also exploring new market outlets.

DIRECTORS

According to the Articles of Association of the Company, Mr. Dilip Thomas and Mrs. Lily Thomas, Directors, retires byrotation at the ensuing Annual General Meeting of the shareholders and eligible for re-election.

The Board of Directors at their meeting on 29th May 2014, revised the remuneration payable to Mr. Ajit Thomas, whole-time director, designated as the Executive Chairman of the Company, w.e.f June 1, 2014. At the same meeting, theBoard further appointed Mr. Dilip Thomas, as whole-time director, designated as the Executive Vice-Chairman of theCompany for a period of three years, w.e.f June 2, 2014. Both the appointment and remuneration resolutions areplaced before the members for their approval.

In accordance with the provisions of Section 149 of the Companies Act, 2013 Mr Raghu Bhale Rao, Mr P Shankar andMr A D Bopana, Directors of your Company have been appointed as Independent Directors to hold office as per thetenure of appointment mentioned in the Notice calling the Annual General meeting of the Company.

AUDITORS

M/s. Suri & Co., Chartered Accountants, retire and are eligible for re-appointment. A certificate from the Auditors thatthey satisfy the conditions prescribed under the Companies Act, 2013 and the Rules made thereunder (including

satisfaction of criteria under section 141 of the Companies Act, 2013), has been received from them.CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the stock Exchanges, the Management Discussion & AnalysisReport, Report on Corporate Governance with Auditors’ Certificate on compliance with conditions of CorporateGovernance have been annexed to this Report.


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DIRECTORS’ RESPONSIBILITY STATEMENT: Your Directors report that:

(i) The annual accounts have been prepared by following the applicable accounting standards.

(ii) The accounting policies selected have been applied consistently and judgements and estimates that are reasonableand prudent have been made so far as to give a true and fair view of the state of affairs of the Company as at theend of the financial year and of the profit of the Company for the financial year.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

NOMINATION & REMUNERATION COMMITTEE (NR COMMITTEE)

As required under the provisions of section 178 of the Companies Act, 2013, the Board at their meeting on May 29,2014 constituted NR Committee comprising of Mr. P Shankar, Mr. Raghu Bhale Rao and Mr. A D Bopana.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act 2013, the Board at their meeting on May 29, 2014constituted CSR Committee comprising of Mr. Ajit Thomas, Mr. Dilip Thomas and Mr. P Shankar.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956, Certificate to the effect that the Company hascomplied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice forfiling with the Registrar of Companies and a copy of such Certificate is attached to this Report.

COST AUDITORS

As required under the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Reportalong with Cost Compliance Report for the financial year 2012-13 in XBRL format.

The Board of Directors on the recommendation of the Audit Committee and subject to the ratification for payment bythe shareholders, had re-appointed M/s.Rajendran, Mani & Varier, Cost Accountants, Cochin to conduct the Cost Auditfor the financial year 2014-2015.

ACKNOWLEDGEMENT

Yours Directors place on record their appreciation for the continued support extended to the Company by its Bankersand Employees during the year.

By Order of the BoardChennai AJIT THOMAS29th May, 2014 Executive Chairman


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1) The Company has shown good performance during the year. The summary of the performance and the growth isgiven below:

` LakhsParticulars 31.3.2014 31.3.2013% Increase / (Decrease)Sales and other Income 63632 58672 8Profit before tax 3481 3755 (7)Provision for taxation 1210 1225 (1)Profit after tax 2271 2530 (10)

2) The key performance ratios:

Particulars 31.3.2014 31.3.2013Earning per share (After Tax)(Rs.) 483.04 538Profit to Sales (Ratio) (PBT %) 5.47 6.39Current Ratio 2.81 2.58Debt Equity Ratio Nil Nil

3) The operating ratios stands at comfortable level. The major business segments operated by the Company is asfollows:

a) Consumer Products Division (Tea, Coffee, Spices)

b) Logistics & Trading Division

The performance of each business segment with regard to industry structure and development, opportunities andthreats, outlook, segment wise performance, risks and concerns is analysed in detail below.a) CONSUMER PRODUCTS DIVISION:

The Consumer Products Division sustained the momentum of the previous year and recorded 6% growth involume terms during the year 2013-14. AVT continues to be a market leader in Kerala and has impressivemarket share in Tamil Nadu. In Andhra Pradesh,Karnataka, and Orissa, with the introduction of new distributionsystem, the Company has improved the availability and has shown growth in volume .

The Company has also exported teas to Middle East countries and the response has been positive . TheDivision expects to maintain this positive performance in the coming year also.

i) Industry Structure:

The packet tea market is approximately 300 million Kgs on all India basis and the growth in the same has notbeen significant. The major players in national level are HUL and TATA Tea and followed by Regional Players

AVT, Wagh Bakri, Goodricke, etc.

ii) Opportunities and Threats :

As regards opportunities, the potential is there in markets other than Kerala and TamilNadu, which howeveris constrained by stiff competition from national and local players. As regards exports, the share of valueadded tea in export is not significant in India. The major threat is that the packet tea industry has not shownany significant growth in the last few years.


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iii)Outlook :The outlook for the industry depends on the growth of the packet tea segment. The strategies for futurewould be to consolidate our market share in Kerala & Tamil Nadu and to improve the same in AndhraPradesh, Karnataka and Orissa.

b) TRADING AND LOGISTIC DIVISIONS:

I Industry Structure and Development.

(i) TRADING – The sales volume of Materials division fairly same at 9500 MT in the current financial year.

(ii) During the year the export division has done a total volume 636 MT.

iii) LOGISTICS &SERVICES – The Business of logistics division has been affected on account of generaleconomic slow down.

II Opportunity/Threats

Opportunities

Trading:

The economic recovery backed by industrial growth forecast a stable outlook for building industry. We arevery keen on making available the latest product technology available in International level to our customersby which the growth is assured. Further spreading of customer base in existing areas and penetrating tonearby States also must yield substantial growth. The strategy of addressing the needs of end customerdirectly will help in the long run.

Logistics:

The growth of Country economy, opening up of boundaries, relaxation of rules related to Export / Import etc.will definitely help us for business growth. We are systematically and professionally taking steps to grab thisopportunity.

Threats

Trading &Export;

Any recession/ slowdown in the general economic conditions would directly affect the division. Any substantialfall in price of crops like rubber may affect the division in Kerala .Any change in policies of supplier, presenceof substitute products at lesser cost.. etc may partially affect the business.

Logistics;

The Company is facing competition from Multi National Logistic Providers who have better strength and

international presence.III SEGMENT – WISE PERFORMANCE

The Division has two segments viz., Trading and Services .

TRADING

The sales volume of Materials division fairly steady at 9500 MT in the current financial year in spite of thegeneral slowdown in construction / building Industry .

During the year the export division has done a total volume of 636 MT.

The Agency Division has also continued to show good performance.


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SERVICESThe business of logistics division has been affected on account of general economic slow down.

IV OUTLOOK

The Division would like to spread its wings with better presence, both Nationally and Internationally and inworking out strategies accordingly.

4) RISKS AND CONCERNS:

With regard to the business risk, the same has been dealt with under each segment given above.

As regards general risk, the company follows a minimal risk business strategy as given below.

Particulars Risk minimising steps

Fixed Assets and Current Assets The company has taken adequate insurance coverage of its fixed assetsand current assets which will minimize the impact of another event ordevelopment

Financial Risk The company has a conservative debt policy. The debt component isvery marginal

Commodity Risk Whenever the company deals in commodity trading or exports, theselling and buying is concluded on back to back basis so that risk oncommodity is minimised

Foreign Exchange Risk Whenever there is an export, the Foreign Exchange is covered at thetime of confirmation of order so as to negate any fluctuation in theexchange ratio

Credit risk on exports All the exports are done either by advance payment or throughirrevocable LC from the prime bank. In other case, where goods aresent on DP basis at least 20% of the amount is received in advanceand the balance credit is insured through ECGC

5) FINANCIAL PERFORMANCE ANALYSIS :( ` ` ` ` ` . in Lakhs)

Particulars 31.03.2014 31.03.2013Sale 63490 58454Other Income 142 218Total Income 63632 58672

Materials cost 51391 46958Expenses 8559 7739Profit before Interest and Depreciation 3682 3975Interest 16 24Depreciation 185 196Operating profit for the year 3481 3755Less: Provision for taxation 1210 1225Profit after Tax 2271 2530


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6) INTERNAL CONTROLS :The Company has appropriate and adequate internal controls and also has an In-house Internal Audit Department.The Internal Audit coverage is adequate to ensure that the assets of the company are safeguarded and protectedand there is regular review by Management on policies, internal controls and procedures and also internal auditreports.

7) INFORMATION TECHNOLOGY:

The company has upgraded all its information systems resources and review of the same is done on a periodicbasis.

8) HUMAN RESOURCES:

The company attaches significant importance to continuing upgradation for HR for achieving the highest efficiencyin customer satisfaction and growth. As a part of HR strategy, training programmes are organised for employeesat all levels by bringing in external faculties. As on 31.3.2014, the company has an employee strength of 369.

9) CAUTIONARY STATEMENT:

The analysis given above may contain certain statements which are futuristic in nature. Such statements representthe intention of the Management and the efforts put in by them to realise certain goals. The success in realisingthese goals depends on various factors, both internal and external. Therefore, the investors are requested to maketheir own independent judgments by taking into account all relevant factors before taking any investment decision.


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Corporate GovernancePursuant to clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the mattersmentioned in the said clause and the practices followed by the Company.

1. COMPANY’S PHILOSOPHY ON THE CODE OF GOVERNANCE :

The basic objective of the Corporate Governance policies adopted by the Company is to attain the highest levelsof transparency, accountability and integrity. Your Company believes that Good Corporate Governance enhancesthe trust and confidence of all the stakeholders.

The Company had laid down the following code of conduct for its Board of Directors and Senior ManagementPersonnel.

Code of conduct:

This code of conduct is applicable to all the Directors and Senior Management personnel which includes executiveswho are in the grade of General Manager and above. In performing their functions, the Directors and seniormanagement personnel of the Company shall :

a. Act honestly, diligently and use the powers of office in good faith and in the best interest of the company as awhole.

b. Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all mattersrelating to the company.

c. Always adhere and confirm to the various statutory and mandatory regulations/guidelines applicable to theoperations of the company and avoid violation or non -compliance.

d. Be independent in judgement and action and take all reasonable steps to be satisfied as to the soundness of all

decisions taken by the Board.e. Use due care and diligence in performing their duties of office and in exercising their powers attached to that

office.

f. Avoid personal interest to conflict with the interest of the company .

g. Conduct themselves and their activities outside the company in such manner as not to adversely affect the imageor reputation of the company.

h. Not make improper use of information nor take improper advantage of their position.

i. Maintain the confidentiality of information (price sensitive or otherwise) they receive while being an officer of theCompany.

j. Treat all employees with dignity, respect and concern and treat them on parity at all times.

k. Be receptive to the problems of shareholders and customers and solve them in the best manner possibleconsistent with the interest of the company.

l. Bring to the attention of the Chairman or management, any sensitive information one may independently receivewhich is relevant to the interest of the company.

All Directors and senior management personnel shall affirm compliance with this code on an annual basis.


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2. BOARD OF DIRECTORS :The Board of Directors of the Company, headed by an Executive Chairman consists of following 6 Directors, as onthe date of the report categorised as under.

a) Executive Director:

Promoter Mr. Ajit Thomas (Executive Chairman)

b) Non - Executive Directors

Promoters Mrs.Lily Thomas

Mr.Dilip Thomas (Vice Chairman)

c) Non - Executive Directors

Independent Mr.Raghu Bhale Rao

Mr.P.Shankar

Mr.A.D.Bopana

3. Board Meetings

Number of Board Meetings held and the dates on which they were held

During the year 2013 – 2014, the Board met four times. The dates on which the meetings were held are as follows:30.05.2013, 01.08.2013, 01.11.2013 and 05.02.2014.

The attendance of each Director at the Board Meetings, last Annual General Meeting and the Number of theirDirectorship and Chairmanship / Membership of Committee of each Director in other companies are as under :-

Mr.Ajit Thomas Executive Chairman/ Chairman 4 Yes Eight Two Member

Mrs.Lily Thomas Non-ExecutiveDirector 3 No Two None None

Mr.Dilip Thomas Non-Executive(Vice Chairman) Director 4 No Seven None None

Mr.Raghu Bhale Rao Non-ExecutiveDirector 3 No None None None

Mr.P.Shankar Non-ExecutiveDirector 4 No Two None None

Mr.A.D.Bopana Non-ExecutiveDirector 3 No Two Two Chairman

Director CategoryNo. of Board

Meetingsattended

Last AGMattendance(Yes / No)

No. ofDirectorships other

than A.V.T & CO. LTD.,Pvt. Ltd Companies &

Foreign Companies

No. of Membership inBoard Committee (Otherthan A.V.T & CO. LTD.,)

WhetherChairman /

Member


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4. AUDIT COMMITTEE :The Audit Committee consists of three members as on date of this report all being Non-Executive IndependentDirectors as follows :

Names of the Members :

Name of the Director No of Meetings Meeting Dates Attended

Mr.P.Shankar (Chairman) 4 30-05-2013,01-08-2013,01-11-2013,05-02-2014

Mr.Raghu Bhale Rao Member 3 30-05-2013,01-08-2013, 01-11-2013

Mr.A.D.Bopana Member 3 01-08-2013,01-11-2013, 05-02-2014

All members of the Audit Committee are financially literate.

The brief description of terms of reference of the Audit Committee are :

a. Oversight of Company’s financial reporting process and the disclosure of its financial statements.

b. Review of accounting and financial policies and practices.

c. Review of Internal Control and Internal Audit System.

d. Review of Management discussion and analysis of financial condition and results of operations and alsoincludes the following:

· To investigate any activity within its terms of reference

· To seek information from any employee· To obtain outside legal or other professional advice.

The details of remuneration paid to all the Directors for the year ended 31st March,2014.

Contribution to PFName Remuneration Sitting Fees & Other Funds Total

` ` ` `

Mr.Ajit Thomas(Executive Chairman) 6,00,000 Nil 1,62,000 7,62,000

Mrs.Lily Thomas N.A 30,000 N.A 30,000

Mr.Dilip Thomas(Vice Chairman) N.A 40,000 N.A 40,000

Mr.Raghu Bhale Rao N.A 75,000 N.A 75,000

Mr.P.Shankar N.A 100,000 N.A 100,000

Mr.A.D.Bopana N.A 75,000 N.A 75,000


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The Company pays Sitting Fees to all the Non-Executive Directors at the rate of Rs.10,000/- for each meeting of theBoard and Rs.15,000/- for each meeting of the Audit Committee attended by them. The Sitting Fees payable forShareholders / Investors Grievance Committee is Rs.7,500/- for attending each meeting of the Committee.

Payment of remuneration to the Executive Chairman is governed by the resolutions passed by the Board and alsoapproval by way of Resolutions passed by the shareholders.

5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

The Shareholders / Investors Grievance Committee comprising of Non-Executive Directors Mr.P.Shankar, Mr.RaghuBhale Rao and Mr.A.D.Bopana as Members of the Committee.

Mr.P.Shankar is the Chairman of the Shareholders / Investors Grievance Committee. The Board has designatedMr.R.Venugopalan, Chief Financial Officer of the Company as Compliance Officer.

There was no Investor Complaints pending as on 31st

March, 2014.

6. GENERAL BODY MEETINGS :

a. Location and time of last three Annual General Meetings held.

Year Venue Date Time

2010 - 11 W-21/674, Beach Road, Alappuzha-688 012 25.08.2011 03.00 P.M.

2011 - 12 - do - 10.09.2012 11.00 A.M.

2012 - 13 - do - 29.08.2013 11.00 A.M.

b. Special Resolutions :

Year Date & Time Whether Special Resolution(s) passed or not

2010 - 11 25.08.2011, 03.00 PM Yes(*One)

2011 - 12 10.09.2012, 11.00 AM No

2012 - 13 29.08.2013, 11.00 AM No

*Special Resolution on Section 314 of The Companies Act, 1956

c. Postal Ballot :

There were no resolutions requiring approval through Postal Ballot during the year

7. DISCLOSURES :

(i) Related party transactions during the year have been disclosed in notes forming part of accounts as requiredunder the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. There were nomaterially significant related party transactions with Directors / Promoters / Management which had potentialconflict with the interests of the Company at large.

(ii) There are no non-compliance by the Company and no penalties, strictures imposed on the Company bystock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the lastthree years.


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(iii) There has been no pecuniary relationship or transactions between the Company and Non-Executive Directorsduring the financial year 2013-2014.

(iv) The Company is rigidly following the prescribed Accounting Standards in all respects. There is no deviationwhatsoever.

(v) As per Clause 49 (V) of the Listing Agreements, the Executive Chairman and the Chief Financial Officer havecertified to the Board on their review of financial statements and Cash Flow statements for the year ended31 st March, 2014 in the form prescribed by Clause 49 of the Listing Agreements.

(vi) WHISTLE BLOWER POLICY:

Presently, the Company does not have whistle blower policy.

8. COMPLIANCE WITH CORPORATE GOVERNANCE NORMS :

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumeratedin Clause 49 of the Listing Agreement with the Stock Exchanges.

9. MEANS OF COMMUNICATION

The Unaudited quarterly and Audited Annual Financial results are sent to the Cochin and Madras Stock Exchanges,where the shares of the Company are listed. The results are also published in Business Line and Keralakaumidi. Theabove results are also displayed at the Company’s website Viz., www.avthomas.com

10. GENERAL SHAREHOLDER INFORMATION :

(i) Annual General Meeting- Date and Time Thursday,04th September, 2014 at 11.00 A.M.- Venue At the Registered Office : W-21 / 674, Beach Road, Alappuzha 688 012.

(ii) Financial Calendar Unaudited Results for the quarter ending 30.6.14 – Before 15.08.14Unaudited Results for the quarter ending 30.9.14 – Before 15.11.14Unaudited Results for the quarter ending 31.12.14 – Before 15.02.2015Audited Financial Results for the year ending 31.3.15 – Before end of May, 2015

(iii) Dates of Book closure 20th August, 2014 to 04th September, 2014 (Inclusive of both days)

(iv) Dividend Payment date On or before 3rd October, 2014

(v) Listing on Stock Exchanges Cochin and Madras Stock Exchanges.The Annual Listing Fees prescribed has been paid to the above Stock Exchanges.

(vi) Stock Code Scrip Code: AVMISIN: INE 944K01010

(vii) Market Price Data Cochin Stock Exchange – Last Business done – 9th September, 1994 Quoted at Rs.35.00 per share

Madras Stock Exchange – Last Business done – 26th March, 1997 Quoted at Rs.25.50 per share


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A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA11. SHARE TRANSFER SYSTEM :

The Company has engaged the services of Cameo Corporate Services Limited a SEBI registered Registrar & ShareTransfer Agent for processing the share transfers. Share Transfers are normally effected and the share certificates arereturned to the transferees within the stipulated period from the date of receipt, subject to the documents beingcomplete and valid in all respects.

a. Distribution of Shareholding as on 31.3.2014

No. of Equity Shares Shareholders No. of Equity Shares

Number % Number %

Upto 500 150 68.81 35634 7.58

501 – 1000 35 16.05 26718 5.68

1001 – 2000 17 7.80 29188 6.21

2001 – 3000 5 2.29 11745 2.50

3001 – 4000 2 0.92 7000 1.49

4001 – 5000 1 0.46 4500 0.96

5001 – 10000 2 0.92 11875 2.52

10001 & above 6 2.75 343540 73.06

218 100.00 470200 100.00

b. Pattern of Shareholding as on 31.3.2014

Category No. of Equity Shares Percentage

Promoters & Promoter Group 351490 74.75

Banks 3500 0.74

Bodies Corporate 8220 1.75

Public 106990 22.76

TOTAL 470200 100.00

c. Dematerialisation of Shares :

The Company has entered into an agreement with National Securities Depository Limited in order to provide facility tothe shareholders for holding and trading of equity shares of the Company in electronic form at the option of theShareholders.


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12. The Company has not issued any Global Depository Receipts / Warrants and Convertible Bonds.13. PRODUCTION CENTRES :

TEA COFFEE

a) Nettoor, Maradu, Kerala Vellaikinnar, Coimbatore

b) Othakalmandappam, Coimbatore

c) Kalvathy Road, Kochi, Kerala

14. ADDRESS FOR CORRESPONDENCE : 1. For matters relating to share transfers.Cameo Corporate Services Limited.(Unit:A.V.Thomas and Company Limited)“Subramanian Building” 1st Floor,No.1, Club House Road, Chennai-600 002.

2. For other matters:W-21 / 674, Beach Road, Alleppey - 688 012Tel : 0477 - 2243624 ; Fax : 0477 - 2243626E.Mail : [email protected], [email protected]

DECLARATIONIt is hereby declared that all the Board Members and Senior Management Personnel of the Company have affirmed toand complied with the Code of Conduct laid down by the Company, for the financial year 2013 – 2014.

for A.V.THOMAS AND COMPANY LIMITED

Sd/- Ajit ThomasPlace : Chennai Executive ChairmanDate : 29.05.2014


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AUDITORS CERTIFICATE ON CORPORATE GOVERNANCETO THE MEMBERS OF A.V.THOMAS & COMPANY LIMITED

We have examined the compliance of conditions of corporate governance by A.V. Thomas & Company Limited (“theCompany”), for the year ended on 31 st March 2014, as stipulated in Clause 49 of the Listing Agreement of the saidCompany with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the

Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the Management has conducted the affairs of the Company.

FOR SURI & CO.Chartered Accountants

Firm’s Regn.No: 004283SR.MAHESH

PartnerPlace: Chennai Membership No. 24775Date : 29th May, 2014


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COMPLIANCE CERTIFICATETo

The Members of A.V Thomas and Company Ltd.W-21/674, Beach Road.

Alleppey, Kerala , Pin : 688 012

We have examined the registers, records, books and papers of A.V. Thomas and Company Ltd. as required to bemaintained under The Companies Act, 1956, and the rules made thereunder and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31st March, 2014. In ouropinion and to the best of our information and according to the examinations carried out by us and explanations

furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year:1) The Company has kept and maintained all registers as stated in Annexure ̀ A’ to this certificate, as per the provisions

and the rules made thereunder and all entries therein have been duly recorded.

2) The Company has duly filed the forms and returns as stated in Annexure ̀ B’ to this certificate, with the Registrar of Companies, Kerala.

3) The company being Public Limited, provisions of Section 3(i)(iii) are not applicable.

4) The Board of Directors duly met four times on 30/05/2013, 01/08/2013, 01/11/2013, and 05/02/2014, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5) The company closed its Register of Members, from 20/08/2013 to 29/08/2013 and necessary compliance of Section154 of the Act has been made.

6) The Annual General Meeting for the financial year ended on 31/03/2013 was held on 29/08/2013 after giving duenotice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Bookmaintained for the purpose.

7) No extra ordinary general meeting was held during the financial year.

8) The company has not advanced any loans to its Directors or persons or firms or companies referred to underSection 295 of the Act during the financial year.

9) The company has duly complied with the provisions of Section 297 of the Act in respect of contracts specified inthat Section.

10) The company has made necessary entries in the register maintained under Section 301of the Act wherever applicableprevious year.

11) The Company has obtained necessary approval from the Board of Directors and members pursuant to Section 314of the Act wherever is applicable in previous year. No approval was required to be taken for the year 2013-2014.

12) The Company has not issued any duplicate share certificates during the financial year.


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13) (i) The company has delivered all the certificates on lodgment thereof for transfer/ transmission or any otherpurpose in accordance with the provisions of the Act.

(ii) a) The company has deposited the amount of final dividend declared in a separate bank account on 29/08/2013 which is within 5 days from the date of declaration of dividend.

(ii) b) The Company has deposited the amount of interim dividend declared in a separate bank account on 08/02/2014, which is within 5 days from the date of declaration of Interim dividend.

(iii) a) The Company has paid / posted to all members demand drafts/ cheques of dividend within a period of 30days from the date of declaration and that all unclaimed or unpaid dividend has been transferred to unpaiddividend account of the Company with Bank of Baroda, Ernakulam on 01.10.2013.

(iii) b) The company has paid/ posted to all members within a period of 30 days from the date of declaration of

Interim dividend and that all unclaimed or unpaid Interim dividend has been transferred to unpaid dividendaccount of the company with the Bank of Baroda on 08.03.2014.

(iv) The company has transferred the amounts in unpaid dividend account in respect of the year 2005-2006( Final)which have remained unclaimed/ unpaid for a period of seven years to Investor Education and protection Fundon 03.10.2013.

(v) The company has transferred the amounts in unpaid dividend account in respect of the year 2006-2007 (Interim) which have remained unclaimed/ unpaid for a period of seven years to Investor Education and protectionFund on 08.03.2014.

(vi) The company has duly complied with the requirements of Section 217 of the Act.

14) The Board of Directors of the company is duly constituted and the appointment of director and director to fill

casual vacancy has been duly made. There was no appointment of additional Director/ alternate Director during theyear

15) There was no appointment of Managing Director/ Whole-time Directors during this year. However, during the yearthe re-appointment of Executive Chairman has been approved by shareholders in Annual General Meeting held on29.08.2013.

16) The company has not appointed any sole selling agent during the financial year.

17) The company was not required to obtain any approvals from the Central Government, Company Law Board,Regional Director, Registrar and/or such authorities as per the provisions of the Act during the financial year.

18) The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to theprovisions of the Act and the rules made thereunder.

19) The company has not issued any shares/debentures, during the financial year.

20) The company has not bought back any shares during the financial year.

21) There was no redemption of preference shares or debentures during the financial year.

22) There was no transaction necessitating the company to keep in abeyance the rights to dividend, rights shares andbonus shares pending registration of transfer of shares.

23) The company has not accepted any deposit including unsecured loans falling within the purview of Section 58 A,during the financial year.


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24) The Company has not made any borrowings during this financial year.25) The company has made investments in other bodies corporate in compliance with the provisions of the Act and has

made necessary entries in the register kept for the purpose. The company has not made any loans or givenguarantees or provided securities to other bodies corporates.

26) The company has not altered the provisions of the Memorandum with respect to situation of the company’sRegistered Office from one state to another during the financial year under scrutiny.

27) The company has not altered the provisions of the Memorandum with respect to the objects of the company duringthe year under scrutiny.

28) The company has not altered the provisions of the Memorandum with respect to name of the company during theyear under scrutiny.

29) The company has not altered the provisions of the Memorandum with respect to share capital of the companyduring the financial year under scrutiny.

30) The company has not altered its Articles of Association during the financial year.

31) According to the information given, no prosecution was initiated against or show cause notices received by thecompany for offences under the Act and also no fines or penalties or any other punishment imposed on thecompany.

32) According to the information given, the company has not received any security deposit from its employees duringthe year.

33) According to the information given, the company has neither constituted any Fund nor created any Trust during thefinancial year under Section 418 of the Companies Act, 1956. However, it has deposited of Provident Fund both theEmployers and employees contribution with the prescribed authorities.

V. SURESHPlace : Chennai Practising Company SecretaryDate : 29.05.2014 C.P. No.: 6032


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Form No. Filed u/s For Date filed Whether filed in time

Form 23C 233 B(2) Appointment of Cost 15/06/2013 YES Auditor for the year2012-2013

Form 32 303 (2) Appointment of Director 15/06/2013 YESMr.P.Shankar

Form 66 383A Compliance Certificate 20/09/2013 YESfor the year ended 31.03.2013

Form 32 303(2) Appointment of Director 20/09/2013 YESMr.P.Shankar

Form 23 AC & Section 220 Balance Sheet & 25/09/2013 YESForm 23 ACA Profit & Loss A/c for the yearXBRL ended 31.03.2013

Form 32 303 (2) Appointment of Director 26/09/2013 YESMr.A.D.Bopana

Form 1-XBRL 233B(4) Cost Audit Compliance 01/10/2013 YESReport for 2012-2013

Form 20B 159 Annual Return for the Annual 04/11/2013 YESGeneral Meeting held on29.08.2013

Form 5 INV Rule 3 of the Details of unpaid and 28/11/2013 YESInvestor Education unclaimed amounts lying& Protection Fund, with the CompanyRules 2012

Form I Rule 3 of the Transfer to Investor 17/02/2014 YESInvestor Education Education and

and Protection Fund Protection Fund(Awareness and Unpaid Dividend forProtection of 2004-05 (Final)Investors) Rules2001

ANNEXURE B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Governmentor other authorities during the financial year ending on 31st March, 2014


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Form No. Filed u/s For Date filed Whether filed in time

Form I Rule 3 of the Transfer to Investor 25/03/2014 YESInvestor Education Education andand Protection Fund Protection Fund(Awareness and Unpaid Dividend forProtection of 2006-07 (Interim)Investors) Rules2001

V. SURESHPlace : Chennai Practising Company SecretaryDate : 29.05.2014 C.P. No.: 6032


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INDEPENDENT AUDITOR’S REPORTTo

The Members of A.V . Thomas and Company Ltd., Alappuzha

Report on the Financial Statements

We have audited the accompanying financial statements of A V THOMAS & COMPANY LIMITED (‘the Company’) whichcomprise the Balance Sheet as at 31-Mar-2014, the Statement of Profit and Loss and Cash Flow Statement for the yearthen ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Management is responsible for the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with the AccountingStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (‘the Act’) read with the GeneralCircular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies

Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements

give the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014,b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books ;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are inagreement with the books of account ;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with theGeneral Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on 31st March, 2014, and taken on recordby the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed asa director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under

section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing themanner in which such cess is to be paid, no cess is due and payable by the Company.

FOR SURI & CO.Chartered Accountants

Firm’s Regn.No: 004283S

R.MAHESHPartner

Place: Chennai Membership No. 24775Date : 29th May, 2014


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ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OFA.V. THOMAS & COMPANY LIMITED, ALAPPUZHAi) a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of Fixed Assets.b) Physical verification of major items of these assets has been conducted by the Management during the

financial year and no material discrepancies were noticed on such verification. In our opinion, proceduresfollowed by the Management is reasonable having regards to the size of the Company and the nature of itsassets.

c) No substantial part of fixed assets of the Company has been disposed off during the year and therefore, donot affect the going concern assumptions.

ii) a) Physical verification of Inventory has been conducted by the Management at reasonable intervals.b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate

in relation to the size of the Company and the nature of its business.c) The Company has maintained proper records of inventory and no material discrepancies have been noticed

on physical verification of inventory as compared to book records.iii) a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered

in the register maintained under section 301 of the Companies Act, 1956 and hence the clauses (iii) (a), (b),(c) & (d) of the Order are not applicable.

b) The company has not taken any loans, secured or unsecured, from companies, firms or other parties,covered in the register maintained under Section 301 of the Companies Act, 1956 and hence the clauses (iii)(e), (f) & (g) of the Order are not applicable.

iv) The In our opinion and according to the information and explanation given to us, there is an adequate internalcontrol system commensurate with the size of the Company and the nature of its business for the purchase of

inventory, fixed assets and for the sale of goods and services. We have not observed any major weakness in theinternal control system during the course of our audit.

v) (a) In respect of the contracts or arrangements referred to in Section 301 of the Act, to the best of our knowledgeand according to the information and explanation given to us, the particulars of the contracts or arrangementshave been entered in the register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of contracts or arrangements entered in the register maintained under section 301 of the Act andexceeding the value of five lakh rupees in respect of any party during the year have been made at prices,which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public.vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintainedby the company pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the CentralGovernment for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we areof the opinion that prima facie the prescribed accounts and records have been made and maintained.

ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including providentfund, investor education and prot

Documents

AV Thomas Ltd 2014 Annual Report