TO THE MEMBERS
To, The Members,
AVI Polymers Limited
The directors take pleasure in presenting their 30th Annual Report together
with the audited financial statements for the Year ended March 31st, 2023. The
Management Discussion and Analysis has also been incorporated into this report.
1. Financial summary or highlights/Performance of the Company
| Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
|
Rs. In Lakhs |
Rs. In Lakhs |
| Profit before Finance costs, Depreciation and Amortization Expenses |
16.80 |
64.68 |
| Less: |
|
|
| Finance Cost |
(0.01) |
(0.01) |
| Depreciation and Amortization expenses |
(0.68) |
(0.45) |
| Profit before Exceptional item and Extraordinary Item |
16.11 |
64.22 |
| Exceptional Item |
0 |
0 |
| Extraordinary Item |
0 |
0 |
| Provision for taxation: |
|
|
| Current tax |
0.50 |
9.96 |
| Less: MAT Credit entitlement |
0 |
0 |
| Deferred tax |
3.56 |
6.20 |
| Profit/(Loss) for the period |
11.80 |
48.05 |
2. Performance Review
During the financial year company has reported total revenue of Rs.403.22 lakhs as
against the total revenue of Rs. 522.14 lakhs in the previous year. Net profit of the
company during the current financial year stands at Rs. 11.80 lakhs as against profit of
Rs. 48.05 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 the
period 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, 2023 is Rs. 560.73 Lacs.
During the year under review, the Company has not issued shares with differential voting
rights nor granted stock options nor sweat equity. Paid up Equity capital of the company
as on 31st March, 2023 stands at Rs. 409.07 lakhs.
6. Transfer to Reserves
The board of directors has decided to transfer and retain entire profits to the
Statement 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 and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c)of the Companies Act, 2013:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any.
ii. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year as on
31/03/2023 and of the profit of the company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the 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 the
company and that such internal financial controls are adequate and were operating
effectively.
vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
8. Listing on Stock Exchanges
Your Companys 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 company
as company has not attained the prescribed limit as mentioned hereunder:
The Corporate Governance norms shall not be mandatory for companies having paid up
capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the
last day of the previous financial year.
11.Management Discussion and Analysis Report:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with the Stock Exchange, the Management Discussion and Analysis report form part of the
Annual Report and is annexed herewith as Annexure C.
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 has
appointed M/S Jalan Alkesh& Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. No adverse comments have been made in the
said report by the Practicing Company Secretary. The Secretarial Audit Report is annexed
here with as“Annexure D”.
13.Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as at March 31, 2023 on its website at
http://avipolymers.com By virtue of amendment to Section 92(3) of the Companies Act, 2013,
the Company is not required to provide extract of Annual Return (Form MGT-9) as part of
the Boards report.
14.Particulars of Employees:
Information required pursuant to Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 is provided as Annexure -E to this report.
15.Declaration on Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent Directors
confirming 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 and Investments, if any, provided under Section 186 of the Companies Act, 2013
are disclosed in the notes forming part of the financial statements provided in the Annual
Report. The loans and advances mentioned in the financial statement have been given for
business purpose.
No Guarantee or Security is provided for the loans availed by others.
17.Deposits
Your company has not accepted deposits from public as envisaged under Sections 73 to 76
of 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 technology
absorption.
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 by
the Audit Committee, which in turn, informs the Board about the risk assessment and
minimization procedures. Major risks identified for the Company by the management are
Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply,
Litigation, Information Technology, Market risk, Financial risk and new capital
investments return. The management is however, of the view that none of the above risks
may threaten the existence of the Company as robust Risk mitigation mechanism is put in
place to ensure that there is nil or minimum impact on the Company in case any of these
risks materialize. Since the risk control frame work is new to Indian Corporate Culture,
it is being strengthened on continuous basis.
21.Corporate social responsibility
Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having
minimum threshold limit of net worth, turnover or net profit as prescribed. Since the
company does not meet any one of these criterion, it remains outside the purview of
Section 135 and consequently the reporting requirements there under do not at present
apply to us.
The company however as a responsible corporate citizen has constituted a CSR Committee
on voluntary basis. Composition of the same is furnished in Annexure- F forming part of
this report.
22.Remuneration Policy
The companys policy relating to appointment of directors, payment of managerial
remuneration, directors qualifications, positive attributes, independence of directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure G 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 of
Section 177 of the Companies Act, 2013.The details pertaining to composition of audit
committee are as follows:
| Sr. No. 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 the
committee.
During the year four committee meetings were held on 26/05/2022, 09/08/2022, 11/11/2022
and 06/02/2023 and all the committee members were present during the aforesaid meeting.
The Chairman of the Audit Committee was present at the last Annual General Meeting.
All the recommendations of audit committee were accepted by the Board.
b. Stakeholder Relationship Committee
The details pertaining to composition of the Stakeholder Relationship Committee in
compliance with section 178 of the Companies Act, 2013:
| Sr. No. 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 06/02/2023 and all the committee
members were present during the aforesaid meeting.
c. Nomination And Remuneration Committee
The details pertaining to composition of the Nomination and Remuneration Committee in
compliance with section 178 of the Companies Act, 2013:
| Sr. No. 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 06/02/2023 and all the committee
members were present during the aforesaid meeting.
24. Board Meetings:
During the financial year 2022-23, Seven (07) board meetings were held and the maximum
interval between any two meetings did not exceed 120 days, as prescribed under the
Companies Act, 2013.
| Date of Meeting |
| 26.05.2022 |
| 13.07.2022 |
| O9.08.2022 |
| 03.09.2022 |
| 05.09.2022 |
| 11.11.2022 |
| 06.02.2023 |
25.Separate meeting of the independent directors:
During the year under review, the Independent Directors met on 11.11.2022, without 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 the views of
the Executive Directors and Non-executive Directors;
iii) Assessing the quality, quantity and timeliness of flow of information between the
Company Management and the board that is necessary for the Board to effectively and
reasonably perform their duties.
The Independent Directors expressed satisfaction on the performance of Non-Independent
Directors and the Board as a whole. The Independent Directors were also satisfied with the
quality, quantity and timeliness of flow of information between the Company management and
the Board.
26.Internal Control Systems and their Adequacy
The company has an adequate system of internal financial control procedures which is
commensurate with the size and nature of business. The internal control systems including
financial control system of the company are monitored and evaluated by internal auditors
and their audit reports are periodically reviewed by the audit committee and also
generally placed before the board.
27.Disclosure under the Sexual Harassment of Women at Workplace( Prevention,
Prohibition and Redressal) Act, 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules made there under. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The Company has complied with provisions relating
to the constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has not received any
complaint of sexual harassment during the financial year 2021-22.
28.Directors:
A) Changes in Directors and Key Managerial Personnel
Retirement by Rotation
Mr. Mansukh Patel (DIN: 00162160) Managing Director of Company shall retire by rotation
at the 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 and
Disclosure Requirements)Regulations,2015, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration and Stakeholder Relationship
Committees.
29.Auditors
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter,
M/s. Jain Kedia and Sharma., Chartered Accountants, were appointed as statutory auditors
of the Company from the conclusion of the 26thannual general meeting (AGM) of
the Company held 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 the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not
required to be ratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part of
this Report. There has been no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report. No fraud is reported by the auditors pursuant to
provision 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 and
Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism approved by
the Board of Directors. The objectives of the policy are:
To provide a mechanism for employees and directors of the Company and other persons
dealing with the Company to report to the Audit Committee; any instances of unethical
behavior, actual or suspected fraud or violation of the Companys Ethics Policy.
To safeguard the confidentiality and interest of such employees/directors/other persons
dealing with the Company against victimization, who notice and report any unethical or
improper practices.
To appropriately communicate the existence of such mechanism, within the organization
and to outsiders. Vigil Mechanism is available on website of the Company.
The Company confirms that no personnel has been denied access to the audit committee
pursuant to the whistle blower mechanism.
31.Code Of Conduct
The Board of Directors has already adopted the Code of Ethics and Business Conduct for
the Directors and Senior Management personnel. This code is a comprehensive code
applicable to all Directors, Executive as well as Non executive and members of the Senior
Management. The Code has been circulated to all the members of the Board and Senior
Management Personnel and compliance of the same has been affirmed by them. A declaration
given by the Managing Director is attached as Annexure-H of the Board of Directors
Report.
The company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the Company
and 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 that
none of the Directors on the Board of the Company have been debarred or disqualified from
being appointed or continuing as director of the companies by the SEBI/Ministry of
Corporate Affairs or any such statutory authority is enclosed as an Annexure-I.
33.Policies adopted:
The Company has adopted policies in line with SEBI (Listing Obligations and Disclosure
Requirements) 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) Regulations
2015, 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 The
Institute 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 amount
to the 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 Board
Report.
37.Details of Application made or Proceeding pending under the Insolvency and
Bankruptcy Code 2016
During the year under review, there were no Application made or Proceeding pending in
the name of company under the Insolvency and Bankruptcy Code 2016.
38.Details of difference between valuation amount on one time settlement and valuation
while availing loan from Banks and Financial Institutions.
During the year under review, there has been no one time settlement of Loans taken from
banks and Financial Institutions.
39. Other Disclosures:
Other disclosures required if any are either nil or not applicable.
40.Acknowledgements
The Directors gratefully acknowledge all stakeholders of the Company viz. customers,
members, dealers, vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
|
AVI POLYMERS LIMITED |
|
CIN: L27204JH1993PLC005233 |
| Place: Ahmedabad |
|
| Date: 06/09/2023 |
Mansukh Patel |
|
Chairman and Managing Director |
|
DIN: 00162160 |
+91-9892691696
