A V Thomas & Co. Limited Unlisted Shares Annual Reports

A V Thomas & Co. Limited Unlisted Shares

A.V. Thomas and Company Limited 89th Annual Report & Accounts Summary This document summarizes the 89th Annual Report & Accounts for A.V. Thomas and Company Limited, covering the financial year 2023-2024. **Key Information:** * **Company Name:** A.V. THOMAS AND COMPANY LIMITED * **Registered Office:** W-21/674, Beach Road, Alappuzha - 688 012, India. * **Corporate Office:** No. 60, Rukmani Lakshmipathi Salai, Egmore, Chennai - 600 008, India. * **Website:** www.avthomas.in * **89th Annual General Meeting (AGM):** To be held on Thursday, 25th July 2024 at 11:00 A.M. IST via Video Conferencing (VC)/Other Audio-Visual Means (OAVM). * **Cut-off Date for Voting Rights:** 18th July 2024 (Thursday). * **Closure of Register of Members and Share Transfer Books:** 19th July 2024 (Friday) to 25th July 2024 (Thursday) (both days inclusive). * **Auditors:** Suri & Co., Chartered Accountants, Chennai. * **Bankers:** The Federal Bank Limited and Bank of Baroda. **Board of Directors:** * Mr. Ajit Thomas (Executive Chairman) * Mr. Dilip Thomas (Executive Vice Chairman) * Mr. Habib Hussain * Mr. F.S. Mohan Eddy * Mrs. Kavitha Vijay **Ordinary Business at the AGM:** 1. Adoption of audited financial statements (including consolidated financial statements) for the year ended 31st March 2024, along with reports from the Board of Directors and Auditors. 2. Confirming the interim dividend payment of Rs.150/- per Equity Share (1500%) already paid for the year ended 31st March, 2024. 3. Declaring a final dividend on Equity Shares. The Directors have recommended a final Dividend of Rs.200/- per Equity share (2000%). 4. Re-appointment of Mr. Ajit Thomas (DIN: 00018691), who retires by rotation. **Special Business at the AGM:** 1. Approval of remuneration payable to M/s.Rajendran, Mani & Varier, as Cost Auditors for the Financial Year 2024-25. The remuneration is Rs.1,25,000/- per annum plus applicable taxes and reimbursement of out-of-pocket expenses. 2. Approval to grant an inter-corporate loan to M/s. AVT Gavia Foods Private Limited, not exceeding INR 5 Crores, at a 9% annualized interest rate for a period of 2 years. **E-Voting Information:** * Remote e-voting will be available from 9:00 A.M. on Monday, 22nd July 2024, to 5:00 P.M. on Wednesday, 24th July 2024. * The facility for remote e-voting and voting during the AGM will be provided by Central Depository Services (India) Limited (CDSL). * Detailed instructions on how to access e-voting facilities through CDSL, NSDL, and for shareholders holding shares in physical form are provided. * The importance of updating email addresses and bank account details with the company's Registrar and Share Transfer Agent, M/s. Cameo Corporate Services Limited, is emphasized for receiving communications electronically and dividend payments. * The company is liable to transfer the Final Dividend declared for the year 2016-2017 and remaining unpaid or unclaimed to the Investor Education and Protection Fund during the month of October 2024. **Financial Performance:** * The overall increase in sales in Consumer Products Division is 5%. AVT continues to be the market leader in Kerala. * Roofing Division shows improvement due to overall volume increase by 27%. * Logistics operations, especially Air cargo Operations shows significant improvement in volume. * Dairy division was satisfactory. * Financial Highlights: * Income from Operations: Rs 1079,13.37 lakhs (2023-24) vs. Rs 1021,66.11 lakhs (2022-23) * Profit after tax: Rs 64,61.26 lakhs vs. Rs 50,66.31 lakhs * The Board recommended a final dividend of Rs.200/- per equity share, making the aggregate dividend Rs.350/- per equity share (3500%) for the year. * Rs. 25 Crores to the General Reserve. * The Company had made a Buy-Back offer up to 20,841 fully paid-up Equity Shares of Rs. 10/-each at a price of Rs 17,000. * The company has no activities relating to conservation of energy and technology absorption. * The Company's earnings in foreign exchange on FOB value of Exports during the year amounted to Rs. 3,664.45 lakhs compared to Rs.1965.97 lakhs during the previous year. * The foreign exchange outgo during the year was Rs. 450.61 lakhs against Rs 555.58 lakhs in previous year. **Corporate Social Responsibility (CSR):** * The CSR Committee consists of Mr. Ajit Thomas, Mr. Dilip Thomas and Mr.F.S.Mohan Eddy. * The company has undertaken activities relating to the Activities envisaged in the Schedule VII of the Companies Act, 2013 for the financial year 2023-24. * Rs.113.45 lakhs of total CSR obligation for the financial year **Other Committees:** * Nomination and Remuneration Committee * Share Transfer Committee * Buy-Back Committee **Director's Responsibility Statement:** * The directors confirm that applicable accounting standards have been followed, accounting policies are consistently applied, proper care has been taken for maintaining accounting records, annual financial statements are prepared on a going concern basis, and proper systems are devised for compliance with applicable laws. **Auditor's Report:** * The Independent Auditor's Report indicates that the standalone and consolidated financial statements provide a true and fair view in conformity with Indian Accounting Standards. **Key Ratios** The following key Ratios are mentioned in the report * Debt Equity Ratio * Debt Service Coverage Ratio * Return on Equity Ratio * Inventory Turnover Ratio * Trade Receivable Turnover Ratio * Trade Payable Turnover Ratio * Net Capital Turnover Ratio * Net Profit Ratio * Return on Capital Employed Ratio * Return on Investment **Note:** This summary encompasses the core points of the A.V. Thomas and Company Limited’s annual report. For complete and nuanced details, referring to the full document is recommended.

A V Thomas & Co. Limited Unlisted Shares

A.V. Thomas and Company Limited - Alappuzha Summary: **Company Overview:** A.V. Thomas and Company Limited, a public limited company incorporated and domiciled in India, is engaged in trading, producing, and distributing Consumer Products (Tea, Coffee, Cardamom, Milkshakes, Ghee, Dairy Whitener) and Roofing Materials. It also operates a Logistics Division and has branded beverage business in South India and exports to Middle East. The company has a pipe manufacturing facility in Perundurai, Erode Tamilnadu and roof profiling units in Tamil Nadu & Kerala, selling primarily in India. The registered office is in Alappuzha, Kerala. **Key Personnel:** * Board of Directors: Mr. Ajit Thomas (Executive Chairman), Mr. Dilip Thomas (Executive Vice Chairman), Mr. Habib Hussain, Mr. F.S. Mohan Eddy, and Mrs. Kavitha Vijay. * Audit Committee: Mr. F.S. Mohan Eddy, Mr. Ajit Thomas, and Mrs. Kavitha Vijay. * Nomination & Remuneration Committee (NRC): Mr. F.S. Mohan Eddy, Mr. Habib Hussain, and Mrs. Kavitha Vijay. * Share Transfer Committee (STC): Mr. Ajit Thomas, Mr. Habib Hussain, and Mr. F.S. Mohan Eddy. * Key Management Personnel (KMP): R. Venugopalan (Chief Financial Officer) **Key Financial Highlights (Standalone - FY 2022-23):** * Income from Operation: ₹1021.57 Lakhs * Profit before tax: ₹68.67 Lakhs * Profit after tax: ₹50.66 Lakhs * Interim Dividend: ₹150 per equity share (1500%) * Final Dividend: ₹150 per equity share (1500%), proposed * Transfer to General Reserve: ₹50 Crores **Dividend:** An interim dividend of Rs.150/- per equity share (1500%) was paid during the financial year ended 31st March, 2023. A final dividend of Rs.150/- per equity share (1500%) has been recommended by the Board of Directors, pending shareholder approval at the Annual General Meeting. **Subsidiary/Associate Companies:** The company has prepared a consolidated financial statement in respect of its Associate Companies (AVT Gavia Foods (P) Limited) and (A.V. Thomas Investments Company Limited). Key financial data related to the associates is presented with A V Thomas Investments reporting 5,06,93,401 Rs total net worth and AVT Gavia Foods Private Limited reporting 12,37,55,812 Rs. **Directors and Key Managerial Personnel:** Mr. Habib Hussain retires by rotation and is eligible for re-appointment. Mr. Dilip Thomas, Executive Vice Chairman, has been re-appointed for a further period with effect from 1st July, 2023 to 31st January, 2025, subject to shareholder approval. **Board Meetings:** The Board of Directors met four times during the financial year 2022-23. **Auditors:** M/s. Suri & Co, Chartered Accountants, are the Statutory Auditors. M/s. Rajendran, Mani & Varier are the Cost Auditors. **Changes in Share Capital:** The company made a Buy-Back offer, reducing its share capital. **Shareholder Information and AGM:** * The 88th Annual General Meeting (AGM) will be held on Tuesday, 25th July, 2023 at 3.00 P.M. IST through Video Conferencing (VC). * The notice provides detailed instructions for shareholders to participate in the AGM via video conferencing and e-voting. * The company has fixed Tuesday, July 18, 2023 as the cut-off date to determine the members eligible to vote on the resolutions to be passed in the AGM. * Book closure is from July 19, 2023 to July 25, 2023. **Matters for Approval at the AGM:** 1. Adoption of Audited Financial Statements for the year ended 31st March, 2023. 2. Confirmation of Interim Dividend of Rs.150/- per Equity Share. 3. Declaration of Final Dividend on Equity Shares. 4. Re-appointment of Mr. Habib Hussain as a Director. 5. Re-appointment of Mr. Dilip Thomas as Executive Vice Chairman. 6. Approval of remuneration payable to Cost Auditors. 7. Adoption of new set of Articles of Association of the Company in line with Companies Act, 2013. **E-Voting:** Detailed instructions are provided for remote e-voting and e-voting during the AGM. The voting period begins on Saturday, 22nd July 2023 and ends on Monday, 24th July 2023. **Corporate Social Responsibility (CSR):** The company has undertaken CSR activities as per Schedule VII of the Companies Act, 2013. Rs. 96.00 Lakhs was spent on CSR projects. The CSR committee consists of Mr. Ajit Thomas, Mr. Dilip Thomas and Mr.F.S.Mohan Eddy. **Risk Management:** The Audit Committee oversees Risk Management on a continuous basis. A risk management policy is in place. **Other Points:** * There were no significant material orders passed by regulators or courts impacting the company. * The annual return is available on the company's website (www.avthomas.in). * The Company has an Anti-Sexual Harassment Policy in place. * Details of loans, guarantees and investments are given in the notes to the financial statements.

A V Thomas & Co. Limited Unlisted Shares

A.V. Thomas and Company Limited's 87th Annual Report & Accounts for 2021-2022 outlines the company's financial results, operations, and key decisions made during the fiscal year. The report includes a notice to shareholders regarding the upcoming Annual General Meeting (AGM), which will be held via video conferencing. **Board of Directors, Committees, and Key Personnel:** * The Board of Directors includes Mr. Ajit Thomas (Executive Chairman) and Mr. Dilip Thomas (Executive Vice - Chairman) among others. * The Audit Committee comprises Mr. Ajit Thomas and Mrs. Kavitha Vijay who took their positions as of 01.04.2022, as well as Mr. F.S. Mohan Eddy as of 31.03.2022. * Suri & Co. are the statutory auditors, and M/s. V Suresh Associates conducted the Secretarial Audit. * Key banking partners are the Bank of Baroda and The Federal Bank Limited. * Registrar & Share Transfer Agent: Cameo Corporate Services Limited. **Notice to Shareholders & AGM Business:** * The AGM will address the adoption of audited financial statements, the confirmation of an interim dividend of Rs. 100 per Equity Share (1000%) already paid, and the declaration of a final dividend. * Shareholders will vote on the re-appointment of Mr. Ajit Thomas as Executive Chairman and Mr. F.S. Mohan Eddy as Independent Director. * Appointment with re-designation of Mrs. Kavitha Vijay, as an Independent Director - 1 st Term. * Approval of the remuneration payable to M/s.Rajendran, Mani & Varier, as Cost Auditors for the Financial Year 2022-2023 **E-Voting and AGM Participation:** * Due to the COVID-19 pandemic, the AGM will be held through video conferencing, without the physical presence of members. * E-voting facilities are provided through Central Depository Services (India) Limited (CDSL). * The voting period is from Tuesday, 19th July 2022 to Thursday, 21st July 2022. **Important Dates & Information for Shareholders:** * The Register of Members and Share Transfer Books will be closed from 16th July 2022 to 22nd July 2022. * The cut-off date for voting rights is 15th July 2022. * Shareholders are requested to notify any changes in their address or bank account details to the company's Share Transfer Agent. * Dividend, if approved, will be paid within 30 days of the AGM. **Particulars of Directors Seeking Re-Appointment:** * Mr. Ajit Thomas, with a DIN of 00018691, has vast experience in Plantations, Industry, Administrative matters, Finance and Business Management. * Mr.F.S.Mohan Eddy, with a DIN of 01633183, has vast experience in building organisations across various sectors from manufacturing to technology. * Mrs. Kavitha Vijay, with a DIN of 01047261, has Expertise in handling Corporate Law matters in varied Industry verticals **Financial Performance & Results:** * The company's financial results for the year ended 31st March 2022, with comparative figures for the previous year are outlined in the report, including income from operations, other income, and profit before and after tax. * Income from Operation for 2021-22 was Rs. 992,41.07 lakhs compared to Rs. 946,04.78 lakhs for 2020-21. * Profit after tax for 2021-22 was Rs 44,70.40 lakhs compared to Rs 39,08.30 lakhs for 2020-21. * An interim dividend of Rs.100/- per equity share (1000%) was paid during the financial year ended 31st March, 2022. A final dividend of Rs.150/- per equity share has been recommended. * The Consumer Products Division experienced a 4% drop in volume due to the pandemic. Volume for Roofing also had a drop around 6%. **Subsidiary/Associate Companies:** * A consolidated financial statement has been prepared for its Joint venture (AVT Gavia Foods (P) Limited) and Associate Companies (A.V. Thomas Investments Company Limited). **Board Meetings & Committee Composition:** * The Board of Directors met four times during the financial year. * The Audit Committee consists of three members: Mr.P. Shankar, Mr. A.D.Bopana, Mr.F.S. Mohan Eddy. **Other Important Information:** * Transactions with related parties were conducted at arm's length pricing basis. * There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company. * The company has no activities relating to conservation of energy and technology absorption. * The earnings in foreign exchange on FOB value of Exports during the year amounted to Rs1684.93 lakhs. **Risk Management and CSR:** * The Risk Management is overseen by the Audit Committee. * The CSR Committee consists of three members: Mr. Ajit Thomas, Mr. Dilip Thomas and Mr.P. Shankar. The company has undertaken CSR projects through implementing agency. **Auditors Report and Compliance:** * There are no qualifications, reservations or adverse remarks in the Auditors Report. * As per the Secretarial Audit Report, the company complied with various statutory provisions and has proper Board-processes and compliance mechanism in place.

A V Thomas & Co. Limited Unlisted Shares

A.V. Thomas and Company Limited's 86th Annual Report & Accounts for 2020-2021 highlights the company's financial performance, operational activities, and corporate social responsibility initiatives. **Company Overview:** A.V. Thomas and Company Limited, incorporated in 1935, operates with primary business divisions including Consumer Products, Trading & Services, and Dairy. The company's registered office is located in Alappuzha, Kerala, with the corporate office in Chennai. **Annual General Meeting:** The Eighty-Sixth Annual General Meeting will be held on September 23, 2021, via video conferencing, to transact ordinary business (adoption of financial statements, declaration of dividends, appointment of director) and special business (approval of cost auditors' remuneration). Shareholders’ voting rights are proportional to their shares as of the cut-off date, September 16, 2021. The Board has recommended a final dividend of Rs.100/- per equity share (1000%), making the total dividend Rs. 200 per share (2000%) for the year. **Financial Performance (Year Ended March 31, 2021):** * **Revenue:** Total revenue increased to Rs. 94557.01 lakhs (previous year: Rs. 90724.92 lakhs). The Consumer Products Division showed 5% growth despite Covid-19 related market challenges. Roofing sheets experienced a 24% volume decrease, although the Pipes unit showed growth. The logistics volume was affected by poor market conditions, and the Dairy division's sales were impacted, but profitability increased. * **Profit:** Profit Before Tax was Rs. 5010.99 lakhs (previous year: Rs. 12145.57 lakhs). Profit After Tax was Rs. 3705.99 lakhs (previous year: Rs. 9197.57 lakhs). * **Dividends:** An interim dividend of Rs.100/- per equity share (1000%) was paid. * **Reserves:** Rs. 10 Crores was transferred to the General Reserve. * **Earnings per share:** Basic and Diluted earnings per share were Rs 788.17 (previous year Rs. 1956.10). * **Public Deposits:** The Company has not accepted any deposits from the public during the year. * **Foreign Exchange:** Earnings in foreign exchange on FOB value of exports during the year amounted to Rs. 2189.62 lakhs compared to Rs. 992.42 lakhs during the previous year. The foreign exchange outgo during the year was Rs.224.16 lakhs against Rs 438.27 lakhs in previous year. **Board and Committees:** * **Board of Directors:** Includes Mr. Ajit Thomas (Executive Chairman), Mr. Dilip Thomas (Executive Vice - Chairman), and independent directors. Mr. Dilip Thomas retires by rotation and is eligible for re-appointment. * **Audit Committee:** Comprises only Independent Directors - Mr. P. Shankar, Mr. A. D. Bopana and Mr.F.S.Mohan Eddy. * **Nomination & Remuneration Committee:** Includes Mr.P.Shankar, Mr. A.D.Bopana and Mr.Habib Hussain. The Nomination and Remuneration policy is available on the company's website. * **Share Transfer Committee:** Includes Mr.Ajit Thomas, Mr.P.Shankar and Mr.Habib Hussain. * **Independent Directors:** The board affirms that all independent directors meet the criteria for independence specified in the Companies Act, 2013. **Statutory Compliance and Audits:** * **Cost Auditors:** M/s. Rajendran, Mani & Varier, Cost Auditors, Cochin, have been re-appointed as Cost Auditors for the financial year 2021-22 and their remuneration has to be ratified by the shareholders. * **Secretarial Audit:** Mr. V Suresh, Practicing Company Secretary, conducted the Secretarial Audit, and the report is included in the annual report. There are no qualifications, reservations or adverse remarks in the Secretarial Auditors Report. * **Internal Audit:** The company has an in-house Internal Audit Department and appointed M/s. PKF Sridhar & Santhanam as the Internal Auditors. * **Auditors:** M/s. Suri & Co continue as the statutory auditors. There are no qualifications, reservations or adverse remarks in the Auditors Report. * The company has complied with the relevant Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) relating to the Board and General Meetings. **Related Party Transactions:** All related party transactions were in the ordinary course of business and at arm's length. Details are provided in Form AOC-2. **Risk Management:** The Risk Management is overseen by the Audit Committee on a continuous basis. The company follows a minimal risk business strategy, including adequate insurance coverage for fixed and current assets, a conservative debt policy, covering foreign exchange exposure, and requiring advance payment or irrevocable LC for exports. **Corporate Social Responsibility (CSR):** The company undertook activities relating to promotion of Health Care, Education / Rural Sports, and Social & Economic Development in line with Schedule VII of the Companies Act, 2013. The Company was required to spend Rs.67.66 Lakhs. They spent Rs. 68.00 Lakhs and CSR Committee confirmed that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company. **Other Key Points:** * **Material Changes and Commitments:** There were no material changes and commitments affecting the financial position of the company, other than those disclosed in the financial statements. * **Sexual Harassment Policy:** The company has an Anti-Sexual Harassment Policy in place. During the year, the Company did not receive any complaint. * **Investor Education and Protection Fund (IEPF):** The company has transferred unclaimed dividends to the IEPF as per the Companies Act, 2013. * **E-Voting:** The company provided the facility of e-voting to its members for the AGM. The report also contains detailed financial statements, including the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement, along with related notes and accounting policies.