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A V Thomas & Co. Limited Unlisted Shares

Annual Report: 2021

Year: 2021

Annual Report Summary

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.

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