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A.V.

THOMAS AND COMPANY LIMITED


ALAPPUZHA
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: avt.alapuzha@gmail.com

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

Contents

Page No.

Notice to Shareholders

AUDITORS

Directors Report

10

Suri & Co.


Chartered Accountants

Management Discussion and


Analysis Report

14

No. 4, Chevaliar Shivaji Ganesan Salai,

Corporate Governance Report

18

Compliance Certificate

26

BANKERS

Auditors Report

32

Bank of Baroda

Balance Sheet

36

Statement of Profit and Loss

37

REGISTRAR & SHARE TRANSFER AGENT

Notes on Accounts

38

Cameo Corporate Services Limited

Cash Flow Statement

58

Financial Highlights

60

T. Nagar, Chennai - 600 017.

Corporation Bank

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

A.V. THOMAS AND COMPANY LIMITED


Registered Office: W-21/674, Beach Road, Alappuzha-688012
CIN: L51109KL1935PLC000024

NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the SEVENTY NINTH ANNUAL GENERAL MEETING of the Company will be held at the
Registered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.00 A.M. on Thursday, the 4th September, 2014
to 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, the
reports 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 has
offered herself for re-appointment.
4. To appoint a Director in place of Mr. Dilip Thomas (DIN : 00052185), who retires by rotation and, being eligible has
offered himself for re-appointment.
5. 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 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 the
conclusion of this Annual General Meeting (AGM) to the conclusion of the 82nd AGM of the Company to be held in
the year 2017 (subject to ratification of the appointment by the members at every AGM), at such remuneration plus
service tax, out of pocket and travelling expenses as may be mutually agreed between the Board of Directors of the
Company and the Auditors.
Special Business :
6. 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 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 remuneration
payable to Mr. Ajit Thomas, Whole-Time Director and designated as Executive Chairman of the Company, for the
balance 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. Companys 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.

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 Ordinary
Resolution:
RESOLVED that pursuant to the provisions of Sections 196 and 197, Schedule V and other applicable provisions
of the Companies Act, 2013, consent of the Company be and is hereby accorded for the appointment of Mr Dilip
Thomas, as Whole Time Director and designated as Executive Vice-Chairman of the Company for a period of three
years, 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) Companys 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 Ordinary
Resolution:
RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the
Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from
time to time, Mr. Raghu Bhale Rao (DIN: 00255296 ), who has submitted a declaration that he meets the criteria for
independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company to hold office for 5 (Five) consecutive years for a term up to
the conclusion of 31st March 2019.
9. 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 sections 149, 152 and other applicable provisions, if any, of the
Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from
time to time, Mr. A D Bopana (DIN: 00576066), who has submitted a declaration that he meets the criteria for
independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company to hold office for 5 (Five) consecutive years for a term up to
the conclusion of 31st March 2019.
10. 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 sections 149, 152 and other applicable provisions, if any, of the
Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from
time to time, Mr P Shankar (DIN: 01638317), who has submitted a declaration that he meets the criteria for
independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company to hold office for 5 (Five) consecutive years for a term up to
the conclusion of 31st March 2019.

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


11. To consider and, if thought fit to pass, with or without modification(s), the following resolution as a Special
Resolution:
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 amended
with 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, to
be the Managing Director(s) or Chief Executive Officer(s) of the Company for a term not exceeding five years on
each occasion for which he or they is or are to hold such office and may from time to time (subject to the provisions
of any contract between him or them and the Company) remove or dismiss him or them from the office and appoint
another 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-enactment
thereof, 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 ending
March 31, 2015 be paid a remuneration of Rs 75,000 (Rupees Seventy five thousand only) per annum & service tax
thereon 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 acts
and take all such steps as may be necessary or expedient to give effect to this resolution.

By Order of the Board


For A.V.THOMAS AND COMPANY LIMITED
AJIT THOMAS
Executive Chairman

Chennai
29th May, 2014

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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 more
than ten percent of the total share capital of the company carrying voting rights. A member holding more
than ten per cent of the total share capital of the company carrying voting rights may appoint a single person
as 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 to
04-09-2014 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., Exchange
Building, Post Box No.183, 11, Second Line Beach, Chennai-600001. The Annual Listing fee as prescribed has
been 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 & Share
Transfer 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 made
available 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 same
on 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 the
unpaid or unclaimed dividends up to the financial year 2005-06 from time to time on due dates to the Investor
Education 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 lying
with companies) Rules, 2012. Members who have not encashed their dividend warrants in respect of the above
period 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 the
Fund during the month of October, 2014 and the shareholders are, therefore, advised to claim immediately from the
Company 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 Account
of the Central Government and the shareholders, who have not encashed the dividend cheques for the period upto
1993-1994, 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 are
retiring by rotation and seeking re-election and Directors to be appointed at this Annual General Meeting is attached
hereto.
10. Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmission
and 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 documents
at 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 Investor
Complaints:E Mail:avtregd1@dataone.in or avt.alapuzha@gmail.com
Compliance Officers: Mr. W.D. Nelson / Mr. R. Venugopalan / Mr. V. Sriraman
Tel No.0477-2243624 / 044-28553249.
5

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


Statement pursuant to Section 102 (1) of the Companies Act, 2013
SPECIAL 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 the
Whole-Time Director of the Company and designated as Executive Chairman for a period of three years from 1st
February, 2013.
Keeping in view of the enhanced role, responsibilities and duties, the Board of Directors at their Meeting held on 29th
May, 2014, subject to the shareholders approval at the ensuing General Meeting, revised the remuneration payable to
Mr.Ajit Thomas as the Executive Chairman of the Company, as stated in the resolution, for the balance period of his
tenure of office in the Company. The Board of Directors further appointed Mr. Dilip Thomas as the Whole Time Director
designated as Executive Vice Chairman for a period of three years effective from June 2, 2014 on the terms of remuneration
as stated in the resolution.
The remuneration payable to both of them would be within the overall limits of remuneration as prescribed under
section 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 and
Executive Vice-Chairman, incorporating therein the respective terms and conditions of re-appointment and discharge
of 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 Vice
Chairman would be available for inspection during office hours on any working day at the registered office of the
Company.
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 resolutions
being related to Mr. Ajit Thomas and Mr Dilip Thomas. None of the other Directors / Key Managerial Personnel of the
Company / 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 for
approval 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 the
requirements 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 the
total 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 criteria
of independence as provided under Section 149(6) of the Act. In the opinion of the Board, each of these Directors fulfils
the 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 Section
160 of the Act proposing the candidatures of each of Mr. Raghu Bhale Rao, Mr. A D Bopana, and Mr P Shankar for the
office 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 Bhale
Rao, Mr. A D Bopana, and Mr. P Shankar as Independent directors is now being placed before the members for their
approval.

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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 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 Nos. 8 to 10 of the Notice for approval of the
shareholders.
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 be
appointed as Chairperson of the Company as well as the Managing Director or Chief executive officer of the Company
at 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 the
Company 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 the
Company.
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 ending
March 31, 2015 on a remuneration of Rs 75,000 (Rupees Seventy five thousand only) per annum & service tax thereon
at 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 for
ratification 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 Board


For A.V.THOMAS AND COMPANY LIMITED
AJIT THOMAS
Executive Chairman

Chennai
29th May, 2014

3.

Mr. Raghu Bhale Rao 15th May, 1931

7th August, 1958 B.Com

Mr. Dilip Thomas

2.

Masters in Political
Science & MBA
Degree from
Columbia
University,
New York

NIL

29th July, 1930

Mrs.Lily Thomas

Qualifications

1.

Date of Birth

Name of the
Director

S.
No.

Director
AV Thomas International
Limited.
L J International Limited.
Chairman & MD
The Rajagiri Rubber &
Produce Company
Limited.
Chairman
- The Highland Produce
Company Limited
- AV Thomas International
Limited.
- L J International Limited.
- Dalp Trading &
Manufacturing Limited.
- AVT Wood products (P)
Limited.
- AVTS2 Virtual Lifestyle (P)
Limited
Director
- AV Thomas Investments
Company Limited.
- AV Thomas Exports
Limited.
- AV Thomas Leather &
Allied Products (P)
Limited.
NIL

Vast experience in
Plantations, Business and
Management.

Retired Business man and


was dealing in
Manufacture of Auto parts,
manufacture of Nylon yarn
into fishnet twine and fish
nets.

Directorship* held in
other Companies as
on 31st March 2014

Wide practical experience


in the Companys Business

Expertise in specific
functional areas

NIL

NIL

NIL

Membership/
Chairmanship of
committes of other
Companies as on
31st March 2014

NIL

145274

NIL

Number of shares
held in the
Company

Particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting

Mr. P. Shankar

20th August,
1943

2nd June, 1941

Mr.A.D. Bopana

4.

5.

Date of Birth

Name of the
Director

S.
No.

Has vast experience in


Plantations,
Administrative matters,
Finance and Business
Management.

Expertise in specific
functional areas

Has rich experience in the


field of Industrial
management and
administration.

Served as Chief Secretary /


Secretary Govt of
Tamilnadu / Govt of India
in various Ministries /
Departments

M.A. (Economics) Retired as Central


Vigilance Commissioner of
India.

Senior Cambridge

Qualifications

Director
- AVT Natural Products
Ltd
- Thirumalai Chemicals
Ltd

Director
- The Midland Rubber &
Produce Co. Ltd
- Neelamalai Agro
Industries Limited

Directorship* held in
other Companies as
on 31st March 2014

NIL

NIL

Audit Committee
Chairman
- The Midland
Rubber &
Produce Co.Ltd
- Neelamalai Agro
Industries Limited
Audit Committee
Members
- AVT Natural
Products Limited
- Thirumalai
Chemicals Limited

Number of shares
held in the
Company

Membership/
Chairmanship of
committes of other
Companies as on
31st March 2014

Particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting (Contd.)

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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

FINANCIAL RESULTS:

2013 - 14

(Rs.in lakhs)
2012 - 13

Income from Operations and Other Income

63632.94

58671.93

3682.26

3974.88

184.82
16.21

195.81
24.38

201.03

220.19

Profit Before Tax


Less: Provision for Tax

3481.23
1210.00

3754.69
1225.00

Profit After Tax


Add: Surplus brought forward

2271.23
747.48

2529.69
541.15

3018.71

3070.84

1500.00

1500.00

352.65
59.93
352.65
59.93
693.55
3018.71

235.10
38.14
470.20
79.91
747.49
3070.84

Profit Before Depreciation and Interest


Less: Depreciation
Interest

which your Directors recommend to appropriate:Transfer to General Reserve


Interim Dividend on Equity Shares @ Rs.75/per share already paid
Tax on Interim Dividend
Proposed Final Dividend on Equity Shares @ Rs. 75/- per share
Provision for Tax on Final Dividend
Balance carried forward

DIVIDEND:
An Interim Dividend of Rs.75/- per equity share (750%) was paid during the financial year ended 31st March, 2014. The
Board of Directors had recommended a final dividend of Rs.75/- per equity share (750 %) for approval of the shareholders
at the Annual General Meeting. The aggregate of the dividends, amount to Rs.150 /- per equity share (1500 %) for the
year ended 31st March, 2014.
Operations:
CONSUMER PRODUCTS DIVISION
The Consumer Products Division sustained the momentum of the previous year and recorded 6% growth in volume
terms during the year 2013-14. AVT continues to be a market leader in Kerala and has impressive market share in Tamil
Nadu. In Andhra Pradesh, Karnataka, and Orissa, with the introduction of new distribution system, 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. The Division expects to maintain this positive performance in the coming
year also.

10

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


TRADING DIVISION
The sales volume of Materials Division fairly steady at 9500 MT in the current financial year despite the general slowdown
in 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 nature
of 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 lakhs
compared to Rs. 7507.52 lakhs during the previous year. The foreign exchange outgo during the year was Rs. 299.42
lakhs against Rs. 223.12 lakhs in previous year. Your company is continuing to focus its attention to increase the
volume 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 by
rotation 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, wholetime director, designated as the Executive Chairman of the Company, w.e.f June 1, 2014. At the same meeting, the
Board further appointed Mr. Dilip Thomas, as whole-time director, designated as the Executive Vice-Chairman of the
Company for a period of three years, w.e.f June 2, 2014. Both the appointment and remuneration resolutions are
placed 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 and
Mr A D Bopana, Directors of your Company have been appointed as Independent Directors to hold office as per the
tenure 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 that
they 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 & Analysis
Report, Report on Corporate Governance with Auditors Certificate on compliance with conditions of Corporate
Governance have been annexed to this Report.

11

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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 reasonable
and prudent have been made so far as to give a true and fair view of the state of affairs of the Company as at the
end 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 with
the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and
detecting 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, 2014
constituted 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 has
complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for
filing 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 Report
along 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 by
the shareholders, had re-appointed M/s.Rajendran, Mani & Varier, Cost Accountants, Cochin to conduct the Cost Audit
for the financial year 2014-2015.
ACKNOWLEDGEMENT
Yours Directors place on record their appreciation for the continued support extended to the Company by its Bankers
and Employees during the year.

By Order of the Board


AJIT THOMAS
Executive Chairman

Chennai
29th May, 2014

12

13

55

71

Age
(Years)

Chief Executive
Officer

Chief Executive
Officer

Designation

69,82,082

73,88,401

Remuneration
received for
the year
`

M.A.,PGDBA

B.Sc..
(Agriculture)

Qualification

30

48

Experience
(years)

Chennai
29th May, 2014

NOTES :
1. The nature of employment is contractual
2. Mr.M.K.Koshy, Mr.A.Ravisanker are not related to any of the Directors of the Company

Mr.A.Ravisanker

Mr.M.K.Koshy

Name

S.No.

1/8/1984

1/4/1969

Date of
commencement
of employment

AJIT THOMAS
Executive Chairman

By Order of the Board

Estate Manager
The Highland
Produce Co. Ltd.

Sales Officer
Shaw Wallace & Co.Ltd.

Previous
Employment

Information as per Section 217 (2A) of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975,
as forming part of the Directors' Report for the year ended 31st March, 2014

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1)

The Company has shown good performance during the year. The summary of the performance and the growth is
given below:
` Lakhs

2)

Particulars
Sales and other Income
Profit before tax
Provision for taxation
Profit after tax

31.3.2014
63632
3481
1210
2271

31.3.2013%
58672
3755
1225
2530

The key performance ratios:


Particulars
Earning per share (After Tax)(Rs.)
Profit to Sales (Ratio) (PBT %)
Current Ratio
Debt Equity Ratio

31.3.2014
483.04
5.47
2.81
Nil

31.3.2013
538
6.39
2.58
Nil

Increase / (Decrease)
8
(7)
(1)
(10)

3) The operating ratios stands at comfortable level. The major business segments operated by the Company is as
follows:
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 and
threats, 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 in
volume terms during the year 2013-14. AVT continues to be a market leader in Kerala and has impressive
market share in Tamil Nadu. In Andhra Pradesh,Karnataka, and Orissa, with the introduction of new distribution
system, 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 . The
Division 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 not
been 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 however
is constrained by stiff competition from national and local players. As regards exports, the share of value
added tea in export is not significant in India. The major threat is that the packet tea industry has not shown
any significant growth in the last few years.

14

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


iii)Outlook :
The outlook for the industry depends on the growth of the packet tea segment. The strategies for future
would be to consolidate our market share in Kerala & Tamil Nadu and to improve the same in Andhra
Pradesh, 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 general
economic slow down.
II Opportunity/Threats
Opportunities
Trading:
The economic recovery backed by industrial growth forecast a stable outlook for building industry. We are
very keen on making available the latest product technology available in International level to our customers
by which the growth is assured. Further spreading of customer base in existing areas and penetrating to
nearby States also must yield substantial growth. The strategy of addressing the needs of end customer
directly 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 this
opportunity.
Threats
Trading &Export;
Any recession/ slowdown in the general economic conditions would directly affect the division. Any substantial
fall in price of crops like rubber may affect the division in Kerala .Any change in policies of supplier, presence
of 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 the
general 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.

15

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


SERVICES
The 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 in
working 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

5)

Risk minimising steps

Fixed Assets and Current Assets

The company has taken adequate insurance coverage of its fixed assets
and current assets which will minimize the impact of another event or
development

Financial Risk

The company has a conservative debt policy. The debt component is


very marginal

Commodity Risk

Whenever the company deals in commodity trading or exports, the


selling and buying is concluded on back to back basis so that risk on
commodity is minimised

Foreign Exchange Risk

Whenever there is an export, the Foreign Exchange is covered at the


time of confirmation of order so as to negate any fluctuation in the
exchange ratio

Credit risk on exports

All the exports are done either by advance payment or through


irrevocable LC from the prime bank. In other case, where goods are
sent on DP basis at least 20% of the amount is received in advance
and the balance credit is insured through ECGC

FINANCIAL PERFORMANCE ANALYSIS :


Particulars
Sale
Other Income
Total Income
Materials cost
Expenses
Profit before Interest and Depreciation
Interest
Depreciation
Operating profit for the year
Less: Provision for taxation
Profit after Tax

31.03.2014
63490
142
63632
51391
8559
3682
16
185
3481
1210
2271

16

(`
`. in Lakhs)
31.03.2013
58454
218
58672
46958
7739
3975
24
196
3755
1225
2530

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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 protected
and there is regular review by Management on policies, internal controls and procedures and also internal audit
reports.

7)

INFORMATION TECHNOLOGY:
The company has upgraded all its information systems resources and review of the same is done on a periodic
basis.

8)

HUMAN RESOURCES:
The company attaches significant importance to continuing upgradation for HR for achieving the highest efficiency
in customer satisfaction and growth. As a part of HR strategy, training programmes are organised for employees
at 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 represent
the intention of the Management and the efforts put in by them to realise certain goals. The success in realising
these goals depends on various factors, both internal and external. Therefore, the investors are requested to make
their own independent judgments by taking into account all relevant factors before taking any investment decision.

17

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


Corporate Governance
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters
mentioned in the said clause and the practices followed by the Company.
1. COMPANYS PHILOSOPHY ON THE CODE OF GOVERNANCE :
The basic objective of the Corporate Governance policies adopted by the Company is to attain the highest levels
of transparency, accountability and integrity. Your Company believes that Good Corporate Governance enhances
the trust and confidence of all the stakeholders.
The Company had laid down the following code of conduct for its Board of Directors and Senior Management
Personnel.
Code of conduct:
This code of conduct is applicable to all the Directors and Senior Management personnel which includes executives
who are in the grade of General Manager and above. In performing their functions, the Directors and senior
management 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 a
whole.
b. Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters
relating to the company.
c. Always adhere and confirm to the various statutory and mandatory regulations/guidelines applicable to the
operations 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 image
or 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 the
Company.
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 possible
consistent with the interest of the company.
l. Bring to the attention of the Chairman or management, any sensitive information one may independently receive
which is relevant to the interest of the company.
All Directors and senior management personnel shall affirm compliance with this code on an annual basis.

18

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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

Executive Director:
Mr. Ajit Thomas (Executive Chairman)

Promoter
b)

Non - Executive Directors


Mrs.Lily Thomas

Promoters

Mr.Dilip Thomas (Vice Chairman)


c)

Non - Executive Directors


Mr.Raghu Bhale Rao

Independent

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 their
Directorship and Chairmanship / Membership of Committee of each Director in other companies are as under :No. of Board
Meetings
attended

Last AGM
attendance
(Yes / No)

No. of
No. of Membership in
Directorships other
Board Committee (Other
than A.V.T & CO. LTD., than A.V.T & CO. LTD.,)
Pvt. Ltd Companies &
Foreign Companies

Whether
Chairman /
Member

Director

Category

Mr.Ajit Thomas

Executive
Chairman

Yes

Eight

Two

Chairman/
Member

Non-Executive
Director

No

Two

None

None

Mr.Dilip Thomas
(Vice Chairman)

Non-Executive
Director

No

Seven

None

None

Mr.Raghu Bhale Rao

Non-Executive
Director

No

None

None

None

Non-Executive
Director

No

Two

None

None

Non-Executive
Director

No

Two

Two

Chairman

Mrs.Lily Thomas

Mr.P.Shankar
Mr.A.D.Bopana

19

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


4. AUDIT COMMITTEE :
The Audit Committee consists of three members as on date of this report all being Non-Executive Independent
Directors as follows :
Names of the Members :
Name of the Director

No of Meetings
Attended

Meeting Dates

Mr.P.Shankar (Chairman)

30-05-2013,01-08-2013,01-11-2013,05-02-2014

Mr.Raghu Bhale Rao Member

30-05-2013,01-08-2013, 01-11-2013

Mr.A.D.Bopana

01-08-2013,01-11-2013, 05-02-2014

Member

All members of the Audit Committee are financially literate.


The brief description of terms of reference of the Audit Committee are :
a. Oversight of Companys 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 also
includes 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.

Remuneration
`

Sitting Fees
`

Contribution to PF
& Other Funds
`

Total
`

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

Name
Mr.Ajit Thomas
(Executive Chairman)

20

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


The Company pays Sitting Fees to all the Non-Executive Directors at the rate of Rs.10,000/- for each meeting of the
Board and Rs.15,000/- for each meeting of the Audit Committee attended by them. The Sitting Fees payable for
Shareholders / 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 also
approval 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.Raghu
Bhale 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 designated
Mr.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)

(ii)

Related party transactions during the year have been disclosed in notes forming part of accounts as required
under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. There were no
materially significant related party transactions with Directors / Promoters / Management which had potential
conflict with the interests of the Company at large.
There are no non-compliance by the Company and no penalties, strictures imposed on the Company by
stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last
three years.
21

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


(iii)

There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors
during the financial year 2013-2014.

(iv)

The Company is rigidly following the prescribed Accounting Standards in all respects. There is no deviation
whatsoever.

(v)

As per Clause 49 (V) of the Listing Agreements, the Executive Chairman and the Chief Financial Officer have
certified to the Board on their review of financial statements and Cash Flow statements for the year ended
31st 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 enumerated
in 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. The
above results are also displayed at the Companys website Viz., www.avthomas.com
10. GENERAL SHAREHOLDER INFORMATION :
(i)

Annual General Meeting


- Date and Time
- Venue

Thursday,04th September, 2014 at 11.00 A.M.


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 15.08.14


Unaudited Results for the quarter ending 30.9.14 Before 15.11.14
Unaudited Results for the quarter ending 31.12.14 Before 15.02.2015
Audited 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: AVM


ISIN: 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

22

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


11. SHARE TRANSFER SYSTEM :
The Company has engaged the services of Cameo Corporate Services Limited a SEBI registered Registrar & Share
Transfer Agent for processing the share transfers. Share Transfers are normally effected and the share certificates are
returned to the transferees within the stipulated period from the date of receipt, subject to the documents being
complete 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

2.29

11745

2.50

3001 4000

0.92

7000

1.49

4001 5000

0.46

4500

0.96

5001 10000

0.92

11875

2.52

10001 & above

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

Promoters & Promoter Group

Percentage

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 to
the shareholders for holding and trading of equity shares of the Company in electronic form at the option of the
Shareholders.

23

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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 - 688 012
Tel : 0477 - 2243624 ; Fax : 0477 - 2243626
E.Mail : avtregd1@dataone.in, avt.alapuzha@gmail.com

DECLARATION
It is hereby declared that all the Board Members and Senior Management Personnel of the Company have affirmed to
and 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 Thomas
Executive Chairman

Place : Chennai
Date : 29.05.2014

24

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF A.V.THOMAS & COMPANY LIMITED
We have examined the compliance of conditions of corporate governance by A.V. Thomas & Company Limited (the
Company), for the year ended on 31st March 2014, as stipulated in Clause 49 of the Listing Agreement of the said
Company with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions 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 efficiency
or effectiveness with which the Management has conducted the affairs of the Company.

FOR SURI & CO.


Chartered Accountants
Firms Regn.No: 004283S
R.MAHESH
Partner
Membership No. 24775

Place: Chennai
Date : 29th May, 2014

25

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


COMPLIANCE CERTIFICATE
To
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 be
maintained under The Companies Act, 1956, and the rules made thereunder and also the provisions contained in the
Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2014. In our
opinion 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 Minutes
Book maintained for the purpose.
5) The company closed its Register of Members, from 20/08/2013 to 29/08/2013 and necessary compliance of Section
154 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 due
notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book
maintained 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 under
Section 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 in
that Section.
10) The company has made necessary entries in the register maintained under Section 301of the Act wherever applicable
previous year.
11) The Company has obtained necessary approval from the Board of Directors and members pursuant to Section 314
of 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.

26

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


13) (i) The company has delivered all the certificates on lodgment thereof for transfer/ transmission or any other
purpose 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 30
days from the date of declaration and that all unclaimed or unpaid dividend has been transferred to unpaid
dividend 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 dividend
account 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 Fund
on 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 protection
Fund 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 the
year
15) There was no appointment of Managing Director/ Whole-time Directors during this year. However, during the year
the re-appointment of Executive Chairman has been approved by shareholders in Annual General Meeting held on
29.08.2013.
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 the
provisions 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 and
bonus 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.

27

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


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 given
guarantees or provided securities to other bodies corporates.
26) The company has not altered the provisions of the Memorandum with respect to situation of the companys
Registered 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 during
the year under scrutiny.
28) The company has not altered the provisions of the Memorandum with respect to name of the company during the
year under scrutiny.
29) The company has not altered the provisions of the Memorandum with respect to share capital of the company
during 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 the
company for offences under the Act and also no fines or penalties or any other punishment imposed on the
company.
32) According to the information given, the company has not received any security deposit from its employees during
the year.
33) According to the information given, the company has neither constituted any Fund nor created any Trust during the
financial year under Section 418 of the Companies Act, 1956. However, it has deposited of Provident Fund both the
Employers and employees contribution with the prescribed authorities.

V. SURESH
Practising Company Secretary
C.P. No.: 6032

Place : Chennai
Date : 29.05.2014

28

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


ANNEXURE A
Registers as maintained by the Company
1.

Register of Investments.

2.

Register of Deposits under Rule 7 of the Companies (Acceptance of Deposits ) Rules 1975

3.

Register of Charges u/s143/ Copies of Instruments Creating Charges u/s 136

4.

Register of Members u/s 150 and Index of Members u/s 151

5.

Registers and Returns u/s 163

6.

Minutes of Meetings- Board/ Committees / Shareholders

7.

Books of Accounts u/s 209

8.

Register u/s 301

9.

Register u/s 303

10. Register of Directors Shareholdings u/s 307


11. Register of Investments or Loans made / Guarantee or Security Provided u/s 372 A
12. Register of renewed and duplicate certificates under Rule 7 of the Companies ( Issue of Share Certificate) Rules
1960.
13. Register of destruction of Records or Documents.

V. SURESH
Practising Company Secretary
C.P. No.: 6032

Place : Chennai
Date : 29.05.2014

29

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


ANNEXURE B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2014
Form No.

Filed u/s

For

Date filed

Form 23C

233 B(2)

Appointment of Cost
Auditor for the year
2012-2013

15/06/2013

YES

Form 32

303 (2)

Appointment of Director
Mr.P.Shankar

15/06/2013

YES

Form 66

383A

Compliance Certificate
for the year ended 31.03.2013

20/09/2013

YES

Form 32

303(2)

Appointment of Director
Mr.P.Shankar

20/09/2013

YES

Form 23 AC &
Form 23 ACA
XBRL

Section 220

Balance Sheet &


Profit & Loss A/c for the year
ended 31.03.2013

25/09/2013

YES

Form 32

303 (2)

Appointment of Director
Mr.A.D.Bopana

26/09/2013

YES

Form 1-XBRL

233B(4)

Cost Audit Compliance


Report for 2012-2013

01/10/2013

YES

Form 20B

159

Annual Return for the Annual


General Meeting held on
29.08.2013

04/11/2013

YES

Form 5 INV

Rule 3 of the
Details of unpaid and
Investor Education unclaimed amounts lying
& Protection Fund, with the Company
Rules 2012

28/11/2013

YES

Form I

Rule 3 of the
Investor Education
and Protection Fund
(Awareness and
Protection of
Investors) Rules
2001

17/02/2014

YES

Transfer to Investor
Education and
Protection Fund
Unpaid Dividend for
2004-05 (Final)

30

Whether filed in time

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

Form No.

Filed u/s

For

Date filed

Form I

Rule 3 of the
Investor Education
and Protection Fund
(Awareness and
Protection of
Investors) Rules
2001

Transfer to Investor
Education and
Protection Fund
Unpaid Dividend for
2006-07 (Interim)

25/03/2014

Whether filed in time


YES

V. SURESH
Practising Company Secretary
C.P. No.: 6032

Place : Chennai
Date : 29.05.2014

31

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


INDEPENDENT AUDITORS REPORT
To
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) which
comprise the Balance Sheet as at 31-Mar-2014, the Statement of Profit and Loss and Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Management is responsible for the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act) read with the General
Circular 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 the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors 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, the
auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys 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 as
evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is
sufficient 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 the
accounting principles generally accepted in India:
a)
b)
c)

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

32

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors 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 matters
specified 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 were
necessary 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 appears
from our examination of those books ;
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in
agreement 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 the
General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133
of the Companies Act, 2013;
e. on the basis of written representations received from the directors as on 31st March, 2014, and taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as
a 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 the
manner in which such cess is to be paid, no cess is due and payable by the Company.

FOR SURI & CO.


Chartered Accountants
Firms Regn.No: 004283S
R.MAHESH
Partner
Membership No. 24775

Place: Chennai
Date : 29th May, 2014

33

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF
A.V. THOMAS & COMPANY LIMITED, ALAPPUZHA
i)

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, procedures
followed by the Management is reasonable having regards to the size of the Company and the nature of its
assets.
c) No substantial part of fixed assets of the Company has been disposed off during the year and therefore, do
not 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 internal
control 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 the
internal 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 knowledge
and according to the information and explanation given to us, the particulars of the contracts or arrangements
have 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 in
pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and
exceeding 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 maintained
by the company pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the Central
Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are
of 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 provident
fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax,
service-tax, customs duty, excise-duty, cess and other statutory dues applicable to it. No undisputed statutory
dues were outstanding as at the last day of the financial year for a period of more than six months from
the date they became payable.

34

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


b)

The details of disputed statutory dues which have not been deposited are as under :
Name of the Statute Nature of the dues
Kerala General
Sales tax Act

KGST Demand
(1996-97, 97-98,
2000-01 & 2001-02)

Central Sales Tax


Act

CST Demand
1988-89, 1990-91
1993-94 to 1995-96
2001-02 to 2004-05

Odisha Value
Added Tax Act

Entry Tax Demand


2009-10 & 10-11

Amount ( ` )
217,469

4,80,753

710,734

Forum where dispute is pending


Deputy Commissioner
(Appeals) Kollam

Deputy Commissioner
of Commercial Taxes,
Alappuzha

Joint Commissioner of
Sales Tax, Berhampur.

x)

The Company does not have accumulated losses at the end of the financial year. The Company has not incurred
any cash loss in the current financial year and in the immediately preceding financial year.

xi)

The Company has not defaulted in repayment of dues to banks.

xii)

The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.

xiii) The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society.
xiv) The Company is not dealing or trading in shares, securities, debentures or other investments.
xv)

According to the information and explanation give to us, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.

xvi. The Company has not availed any term loans.


xvii. According to the information and explanations given to us, no funds raised on short-term basis have been used for
longterm investment.
xviii. The company has not made any preferential allotment of shares during the year.
xix. The company has not issued any debentures during the year.
xx.

The company has not raised any money by public issues during the year.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or
reported during the year.

FOR SURI & CO.


Chartered Accountants
Firms Regn.No: 004283S
R.MAHESH
Partner
Membership No. 24775

Place: Chennai
Date : 29th May, 2014
35

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


BALANCE SHEET AS AT 31ST MARCH, 2014

PARTICULARS
I. EQUITY AND LIABILITIES :
(1) Shareholders Funds:
(a) Share Capital
(b) Reserves and Surplus

NOTE NO

2
3

(2) Non-Current Liabilities:


Long Term Provisions

Amount in `
31.03.2014
31.03.2013

47,02,000
118,88,34,730

47,02,000
104,42,27,978

119,35,36,730

104,89,29,978

1,52,29,809

1,42,87,385

30,51,28,807
7,04,77,219
18,20,46,075

22,00,87,711
7,41,56,765
19,47,02,643

55,76,52,101

48,89,47,119

176,64,18,640

155,21,64,482

6
7

22,57,17,715
8,74,05,675

21,89,35,994
6,81,26,372

8
9
10
11
12

12,00,00,000
65,30,06,302
29,35,73,938
22,58,00,484
16,09,14,526

23,58,12,943
56,48,39,245
15,47,95,839
13,15,08,342
17,81,45,747

145,32,95,250

126,51,02,116

176,64,18,640

155,21,64,482

4
5

(3) Current Liabilities


(a) Trade payables
(b) Other current liabilities
(c) Short-term provisions

TOTAL
II. ASSETS
(1) Non - Current Assets
(a) Fixed assets
Tangible assets
(b) Non-current investments
(2) Current Assets
(a) Current Investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(e) Short-term loans and advances
Significant Accounting Policies
TOTAL

Notes 1 to 12, Notes 21 to 34 and Cash Flow Statement form part of this Balance Sheet
Vide our Report of date attached
For SURI & CO.
Chartered Accountants
Firms Regn.No: 004283S
R. MAHESH
Partner
Place : Chennai,
Membership No. 24775
Date : 29th May, 2014

For and on behalf of the Board

AJIT THOMAS
Executive Chairman

A.D.BOPANA
Director
R. VENUGOPALAN
Chief Financial Officer

36

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2014
PARTICULARS

NOTE NO

Amount in `
31.03.2014
31.03.2013

I.

Revenue from operations

13

634,90,47,675

584,53,53,299

II.

Other Income

14

1,42,46,599

2,18,39,545

636,32,94,274

586,71,92,844

302,96,44,686
215,10,42,528
(4,15,60,805)
18,22,89,047
16,20,749
1,84,82,775
43,30,65,277
24,05,86,691

245,23,03,540
226,10,87,057
(1,76,30,068)
15,29,94,941
24,37,927
1,95,81,268
40,02,94,773
22,06,54,686

601,51,70,948

549,17,24,124

34,81,23,326

37,54,68,720

Nil

Nil

34,81,23,326

37,54,68,720

12,10,00,000

12,25,00,000

Nil

Nil

22,71,23,326

25,29,68,720

483.04
483.04

538.00
538.00

III. Total Revenue (I+II)


IV.

Expenses :
Cost of Materials consumed
Purchase of Stock-in-Trade
(Increase)/Decrease of Inventory
Employee benefit expense
Finance costs
Depreciation and amortization expense
Sales Expenses
Other Expenses

15
16
17
18
19
20

Total Expenses
V.

Profit before exceptional and


extraordinary items and tax

(III-IV)

VI. Exceptional / Extra ordinary items


VII. Profit before tax
VIII. Tax expense:
Current tax
Deferred tax
IX. Profit/(Loss) for the period
X.

(VII-VIII)

Earnings per equity share:


(1) Basic
(2) Diluted

27
27

Notes 1 & 13 to 34 and Cash Flow Statement form part of this statement of Profit and Loss
Vide our Report of date attached
For SURI & CO.
Chartered Accountants
Firms Regn.No: 004283S
R. MAHESH
Partner
Place : Chennai,
Membership No. 24775
Date : 29th May, 2014

For and on behalf of the Board

AJIT THOMAS
Executive Chairman

A.D.BOPANA
Director
R. VENUGOPALAN
Chief Financial Officer

37

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


Note - 1:
NOTES ON ACCOUNTS FOR YEAR ENDED 31ST MARCH 2014
SIGNIFICANT ACCOUNTING POLICIES
a.

ACCOUNTING CONVENTON:
The Financial Statements have been prepared on the historical cost convention in accordance with the generally
accepted accounting principles and comply in all material respects with the accounting standards notified by the
Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

b.

FIXED ASSETS AND DEPRECIATION:


Fixed assets are stated at historical cost less depreciation .Cost includes, taxes and duties (but does not include
taxes and duties for which CENVAT/VAT credit is available), freight and other direct or allocated expenses during
construction period, net of any income earned. Assets acquired on hire purchase are capitalised at principal
value.
Depreciation is provided at the rates specified in Schedule XIV to the Companies Act, 1956 on the written down
value method. Assets costing individually less than Rs.5000/- are depreciated at 100%.On addition to and deductions
from Fixed Assets, depreciation is provided on pro-rata basis.

c.

IMPAIRMENT OF ASSETS:
The Company reviews the carrying amounts of its assets for any possible impairment at each balance sheet date.
An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount and the
impairment loss, if any, is recognised in the Statement of Profit and Loss.

d.

BORROWING COSTS:
Borrowing costs that are directly attributable to the acquisition/construction of the qualifying asset are capitalised
as a part of cost of such asset, upto the date of acquisition/completion of construction.
Other borrowing costs are recognised as expense as and when incurred.

e.

INVESTMENTS:
Long term Investments are stated at cost. Decline in value of long term investments, other than temporary, is
provided for. Current Investments are stated at lower of cost and fair value. Investment in Immovable properties
is stated at cost less depreciation.

f.

INVENTORIES:
Inventories are valued at lower of cost on weighted average/FIFO basis and net realisable value, after providing
for obsolescence considered necessary. Cost includes taxes and duties (other than duties and taxes for which
CENVAT/VAT credit is available), freight and other direct expenses.

38

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


g.

REVENUE RECOGNITION:
Revenue is recognised on their accrual and when no significant uncertainty on measurability or collectability
exists. Expenditure is accounted for on their accrual.
Sale of Goods:
Revenue is recognised when all the significant risks and rewards of ownership of the goods have been passed on
to the buyer, usually on delivery of goods. The Company collects sales taxes and value added taxes (VAT) on
behalf of the Government and therefore, these are not economic benefits flowing to the Company. Hence, they
are excluded from revenue.
Income from Services:
Revenue from Services are recognised over the period as and when the services are rendered. The Company
collects service tax on behalf of the Government and, therefore it is not an economic benefit flowing to the
Company. Hence, it is excluded from revenue.
Interest:
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
applicable interest rate. Interest income is included under the head Other income in the Statement of Profit and
Loss.
Dividends:
Dividend income is recognised when the Companys right to receive dividend is established by the reporting date.

h.

EMPLOYEE BENEFITS:
Gratuity liability, which is a defined benefit scheme and provision for leave encashment is accrued and provided
for on the basis of independent actuarial valuation based on projected unit credit method made at the end of each
financial year. Actuarial gains and losses are recognised in the Statement of Profit and Loss and are not deferred.
Retirement benefits in the form of Provident Fund, Family Pension Fund and Superannuation Schemes, which are
defined contribution schemes, are charged to the Statement of Profit and Loss of the year when the contribution
to the respective fund accrue.

i.

FOREIGN CURRENCY TRANSACTIONS:


Foreign currency transactions are recorded at the rates of exchange in force at the time the transactions are
effected. The Company uses foreign exchange forward contracts to hedge its exposure to movements in foreign
exchange rates and the resultant gain or loss is dealt within the Statement of Profit and Loss on completion of the
transaction. Monetary items denominated in foreign currency and outstanding at the Balance sheet date are
converted at the year end exchange rate and the resultant gain or loss is dealt with in the Statement of Profit and
Loss.

j.

GOVERNMENT GRANTS:
Subsidies from Government in respect of fixed assets are deducted from the cost of respective assets as and when
they accrue. Subsidies related to revenue are recognised in the Statement of Profit and Loss to match them with
the related costs which they are intended to compensate.

39

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


k.

TAXES ON INCOME:
Provision for Income-Tax is made for both current and deferred tax. Provision for current income tax is made on
the assessable income at the tax rate applicable to the relevant assessment year. Deferred tax is accounted for by
computing the tax effect of the timing difference which arise during the year and reverse out in the subsequent
periods. Deferred tax is calculated at the tax rates substantively enacted by the Balance sheet date. Deferred tax
assets are recognised only if there is a virtual certainty that they will be realised.

l.

EARNINGS PER SHARE:


Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity share
holders by the weighted average number of equity share holders outstanding during the period. The weighted
average number of equity shares outstanding during the period are adjusted for events such as bonus issue,
bonus element in a right issue, share split and reverse share split.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.

m.

PROVISIONS & CONTINGENT LIABILITY:


Provision is recognised when the company has a present obligation as a result of past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Provisions are not discounted to their present value and determined
based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed
at each reporting period and adjusted to reflect the current best estimates.
Contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non occurrence of one more uncertain future event beyond the control of the Company or a present
obligation that is not recognised because it is not probable that an out flow of resources will be required to settle
the obligation. Contingent liability also arises in extremely rare cases where there is a liability that cannot be
recognised because it cannot be measured reliably. The Company does not recognise contingent liability but
discloses its existence in financial statements.
Contingent Assets are neither recognised nor disclosed.

n.

CASH FLOW STATEMENT:


Cash Flow Statement is prepared segregating the cash flows from operating, investing and financing activities.
Cash flow from operating activities is reported using indirect method. Under the indirect method, the net profit is
adjusted for the effects of
(i) Transactions of a non-cash nature.
(ii) Any deferrals or accruals of past or future operating cash receipts or payments and
(iii)Items of income or expense associated with investing or financing cash flows.
Cash and cash equivalents (including bank balances) are reflected as such in Cash Flow Statement.

40

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE - 2 :
SHARE CAPITAL
a. AUTHORISED
20,00,000 Equity Shares of `10/- each
b.
c.

ISSUED, SUBSCRIBED AND PAID-UP


4,70,200 Equity Shares of `10/- each
Reconciliation of shares outstanding at the
beginning and at the end of the reporting year
Number of shares at the beginning of the year
Add/(Less) shares issued / buyback etc.
Number of shares at the end of the year

d.

2,00,00,000

2,00,00,000

47,02,000

47,02,000

4,70,200
Nil
4,70,200

4,70,200
Nil
4,70,200

Details of shareholders holding more than 5% of


equity shares as on 31.3.2014
Name of the shareholder
Mr.Ajit Thomas
Mr.Dilip Thomas

31.03.2014
No of Shares Held
% of Holding
2,00,216
42.58
1,45,274
30.90

31.03.2013
No of Shares Held
% of Holding
1,99,936
42.52
1,45,274
30.90

e. No bonus shares / Buy back of shares in last 5 years

NOTE - 3:
RESERVES AND SURPLUS:
GENERAL RESERVE:
As per last Balance Sheet
Add: Transfer from Statement of Profit and Loss

`
96,94,79,502
15,00,00,000

Surplus/(deficit) in the statement of Profit and Loss


Balance as per last financial statements
Profit for the year
Less: Appropriations
Interim dividend on Equity shares@ `75 per share
(Previous year @ `50 per share)
Tax on Interim Dividend
Proposed Final Dividend on Equity shares@ `75 per share
(Previous year @ `100 per share)
Provision for tax on Final Dividend
Transfer to General Reserve
Net surplus in the Statement of Profit and Loss
Total reserves and surplus
41

31.03.2014
`

31.03.2013
`

111,94,79,502
111,94,79,502

96,94,79,502
96,94,79,502

7,47,48,476
22,71,23,326
30,18,71,802

5,41,14,716
25,29,68,720
30,70,83,436

3,52,65,000

2,35,10,000

59,93,287
3,52,65,000

38,13,910
4,70,20,000

59,93,287
15,00,00,000
23,25,16,574
6,93,55,228

79,91,050
15,00,00,000
23,23,34,960
7,47,48,476

118,88,34,730

104,42,27,978

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE - 4:
NON CURRENT LIABILITIES:
Long term Provisions
Provision for Employee benefits (Refer Note No.30)
Provision for Gratuity
Provision for Leave Encashment

NOTE - 5:
CURRENT LIABILITIES:
(a) Trade payables (Refer Note.No.26 for Details
of dues to micro and small enterprises)
(b) Other current liabilities
- Unclaimed Dividend
- Refund of capital
- Other current liabilities
(c) Short term Provisions
Provision for Employee benefits (Refer Note No.30)
Provision for Gratuity
Provision for Leave Encashment
Other provisions
Provision for Taxation
Proposed Dividend on Equity Shares
Provision for Tax on Dividend

42

2,12,087
1,50,17,722

1,86,565
1,41,00,820

1,52,29,809

1,42,87,385

30,51,28,807

22,00,87,711

60,49,475
9,750
6,44,17,994

50,78,725
9,750
6,90,68,290

7,04,77,219

7,41,56,765

21,15,501
37,11,193

29,13,006
28,64,908

13,49,61,094
3,52,65,000
59,93,287

13,39,13,679
4,70,20,000
79,91,050

18,20,46,075

19,47,02,643

43
1,71,84,492
4,98,97,611
37,68,58,721
33,76,90,640

Vehicles

TOTAL

Previous Year

4,26,07,883

2,63,78,432

86,74,498

22,500

1,32,24,731

44,56,703

Nil

Nil

Additions

8,51,97,554

1,63,06,667

9,56,38,032

As at
31.3.2014

5,36,62,956

1,67,71,340
2,81,05,353

1,22,19,508

8,37,70,787

3,38,27,079

Nil

Nil

Upto
31.3.2013

34,39,802 37,68,58,721 14,18,19,177

1,66,67,184 38,65,69,969 15,79,22,727

49,09,153

4,35,652

1,13,22,379 11,89,93,420

Nil

Nil

Nil

Deductions

GROSS BLOCK

1,92,64,745

1,81,82,078

68,85,533

8,91,829

58,17,084

45,87,632

Nil

Nil

For the
Year

3,13,87,094

1,26,98,505

7,83,51,944

3,84,14,711

Nil

Nil

Upto
31.3.2014

31,61,195 15,79,22,727

1,52,52,551 16,08,52,254

36,03,792

4,12,832

1,12,35,927

Nil

Nil

Nil

Withdrawn

DEPRECIATION

Note : The Company does not have any lease hold assets

2,17,92,258

49,64,984

3,33,20,281

4,69,13,772

1,63,06,667

9,56,38,032

21,89,35,994 19,58,71,463

22,57,17,715 21,89,35,994

2,22,75,862

40,72,835

4,06,41,476

4,67,82,843

1,63,06,667

9,56,38,032

As at
31.3.2013

NET BLOCK

Amount in `

As at
31.3.2014

* Includes `. 1,65,57,994 and `. 12,69,499 respectively representing cost of Land and Buildings in Joint Ownership with other Companies, the book value of which
amounted to `. 1,65,57,994 and `. 4,54,910.

11,70,91,068

Furniture & Fittings

8,07,40,851

Machinery

1,63,06,667

9,56,38,032

Buildings

As at
1.4.2013

Agricultural Land

Land

Description

NOTE : 6
TANGIBLE ASSETS :

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2014

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

44
4,20,000

1,95,80,000

42,00,000

42,00,000

15,38,000 1,53,80,000
1,53,80,000

Amount
`

No. of
Shares/Units

4,20,000

30
1,19,480
75,88,000

32,200
5

Amount
No. of
` Shares/Units

42,00,000

42,00,000

300
11,94,800
7,59,28,413
7,71,23,513

61,582
19
61,601

Amount
`

Less: Depreciation

6,81,26,372

8,74,05,675

8,74,05,675
61 601
8,13,23,513
1,10,32,762
( 50,12,201)

300
11,94,800
6,05,48,413
6,17,43,513

61,582
19
61,601

No. of
Shares/Units

As at 31-3-2014

TOTAL
6,81,26,372
Aggregate amount of Quoted Investments (Market Value ` 23.34 Lakhs P.Y. ` 23.34 Lakhs)
61,601
Aggregate amount of Unquoted Investments
6,17,43,513
Value of Investments in Immovable Properties
1,10,32,762
Aggregate provision for depreciation of immovable properties
(47,11,504)

30
1,19,480
60,50,000

32,200
5

Amount
`

Deductions

3,07,325
1,07,25,437
1,10,32,762
50,12,201
60,20,561

* Being Private Limited Company, transfer of shares is restricted


U/s 3 (iii) (a) of The Companies Act, 1956
In Immovable Properties
Value of land
Value of Building (including Fittings and Fixtures)

UNQUOTED
Equity Shares - Fully Paid - up:
Chennai Willingdon Corporate Foundation
A.V.Thomas Investments Co. Ltd.(Associate Company)
AVT Gavia Foods Pvt. Ltd (Associate Company) *

SUBSCRIBED PENDING ALLOTMENT


AVT Gavia Foods Pvt. Ltd. (Associate Company)

B.

Investment in Equity Shares


A. QUOTED
Equity Shares - Fully Paid - up
L.J International Limited (Associate Company)
Fertilizers & Chemicals (Travancore) Ltd.

No. of
Shares/Units

Additions

3,07,325
1,07,25,437
1,10,32,762
47,11,504
63,21,258

II.

I.

Description

As at 1-4-2013

NOTE : 7
NON-CURRENT INVESTMENTS : (LONG TERM)-VALUED AT COST

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

45
10,00,00,000
23,58,12,943

41,81,266
72,76,580

ICICI Short-Term Plan - Regular Growth

2,00,00,000

20,00,000

ICICI FMP Series66 - 405 D Plan

11,58,12,943

Amount
`.

10,95,314

No. of
Shares/Units

ICICI Prudential Flexible Income Plan - Daily Dividend

IN MUTUAL FUNDS :

Description

As at 1-4-2013

NOTE : 8
CURRENT INVESTMENTS : (Valued at Lower of Cost and Fair value)
Amount
`.

Nil

Nil

4,32,399 4,57,19,668

Nil

Nil

4,32,399 4,57,19,668

No. of
Shares/Units

Additions

Nil

Nil

15,27,713 16,15,32,611

Nil

Nil

2,00,00,000

Nil

61,81,266 12,00,00,000

41,81,266 10,00,00,000

20,00,000

Nil

Amount
`.

As at 31-3-2014
Amount
No. of
`. Shares/Units

15,27,713 16,15,32,611

No. of
Shares/Units

Deductions

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE - 9 :
INVENTORIES:(Valued at lower of cost and net realisable value)
Stores and Spares
Raw Materials
Stock in Trade
- Packed Tea
- Packed Coffee
- Traded Goods

3,40,93,104
34,02,27,205

3,40,16,958
29,36,97,098

3,17,14,809
33,41,883
24,36,29,301

2,49,55,865
34,19,675
20,87,49,649

65,30,06,302

56,48,39,245

Nil
74,29,805
Nil

Nil
67,03,147
Nil

74,29,805

67,03,147

Nil
28,61,44,133
Nil

Nil
14,80,92,692
Nil

28,61,44,133

14,80,92,692

29,35,73,938

15,47,95,839

NOTE - 10:
TRADE RECEIVABLES
(A) Trade receivables outstanding for more than
six months from the date they become due for payment
(i) Secured, Considered good
(ii) Unsecured, considered good
(iii) Doubtful
(B) Trade receivables ( others)
(i) Secured, Considered good
(ii) Unsecured, considered good
(iii) Doubtful
(Refer Note.No.25 for Details of Debts due by
Private Limited Companies in which
Director/s are interested as Directors)
Total (A+B)

46

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE - 11:
CASH &CASH EQUIVALENTS
Cash and Stamps on hand
Balance with banks
- In Current Account
- In Deposit Account

2,92,437

4,56,381

7,91,36,322
14,00,50,000

6,89,85,186
5,65,50,000

21,94,78,759

12,59,91,567

60,59,225

50,88,475

2,62,500

4,28,300

63,21,725

55,16,775

Total

22,58,00,484

13,15,08,342

Bank deposit with more than 12 months maturity

Nil

1,00,000

3,12,27,038
4,46,736
65,44,017
12,15,27,118
8,68,313
3,01,304

4,05,81,515
9,07,235
1,71,06,736
11,84,44,172
9,06,032
2,00,057

16,09,14,526

17,81,45,747

- In Dividend / Refund of Capital Account


- In Margin Money Deposit for Issue of
Letters of Credit and Guarantee

NOTE - 12 :
SHORT TERM LOANS & ADVANCES:
Considered good - Unsecured
Advances recoverable in cash or in kind or
for value to be received
Accrued interest
Accured Income
Tax payments pending adjustment
Deposits
Balance with Customs, Port Trust etc.,

47

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE -13:
REVENUE FROM OPERATIONS
SALE OF PRODUCTS
- Tea, Coffee & Others
- Traded Goods

395,45,75,350
230,07,66,829

329,37,47,276
243,63,05,913

SALE OF SERVICES

625,53,42,179
7,33,26,407

573,00,53,189
9,26,82,335

2,03,79,089

2,26,17,775

2,03,79,089

2,26,17,775

634,90,47,675

584,53,53,299

27,05,677
1,61,000
57,19,667
56,60,255

38,52,089
3,22,000
1,32,91,264
43,74,192

1,42,46,599

2,18,39,545

273,75,04,252
5,75,45,566
98,48,109
22,47,46,759

220,05,07,291
5,78,91,969
89,28,048
18,49,76,232

302,96,44,686

245,23,03,540

OTHER OPERATING REVENUE


(Arising from Duty drawback/ sale of import entitlement)

NOTE - 14:
OTHER INCOME :
Interest
Income from Investments - Long term
Income from Investments - Short term
Miscellaneous income

NOTE- 15:
COST OF MATERIALS CONSUMED:
Garden Tea
Coffee
Chicory
Packing & Other Materials

48

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE - 16:
CHANGES IN INVENTORIES
INCREASE(-) / DECREASE (+) IN STOCK
Opening Stock
Packed Tea
Packed Coffee
Traded Goods
Closing Stock
Packed Tea
Packed Coffee
Traded Goods

2,49,55,865
34,19,675
20,87,49,649

1,59,39,958
28,58,816
20,06,96,347

23,71,25,189

21,94,95,121

3,17,14,810
33,41,883
24,36,29,301

2,49,55,865
34,19,675
20,87,49,649

27,86,85,994

23,71,25,189

(4,15,60,805)

(1,76,30,068)

15,12,09,089
2,16,45,451
(7,71,983)
17,63,187
84,43,303

12,46,57,795
2,48,89,615
(54,51,844)
9,75,833
79,23,542

18,22,89,047

15,29,94,941

16,20,749

24,37,927

16,20,749

24,37,927

NOTE - 17:
EMPLOYEE BENEFIT EXPENSES
Salaries, Wages and Bonus
Contribution to Provident and Other Funds
Provision for Gratuity
Provision for Leave Encashment
Welfare

NOTE - 18:
FINANCE COST
Interest expense

49

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
NOTE - 19:
SALES EXPENSES:
Sales Tax
Freight & Transport
Insurance
Commission
Advertisement
Incentive/Discounts
Business Promotion

10,91,528
11,62,40,510
30,59,552
2,28,59,432
8,55,02,262
19,55,47,197
87,64,796

25,92,772
8,79,03,829
34,16,803
1,64,42,849
4,05,27,362
24,62,87,782
31,23,376

43,30,65,277

40,02,94,773

58,25,324

48,95,767

3,03,67,334

2,72,84,521

Rates and Taxes

15,78,324

13,43,129

Insurance

32,15,446

34,68,898

Traveling Expense

3,24,11,836

2,80,25,572

Repairs and Maintenance


- Buildings

1,17,81,296

1,26,19,596

- Machinery

1,37,45,002

1,17,56,108

- Vehicles

1,46,93,797

1,19,70,717

5,75,617

9,00,871

3,20,000

2,80,000

12,50,000
6,68,500
2,64,010
2,17,500
6,72,89,174
3,34,329
5,60,49,202

10,00,000
5,22,500
2,13,519
2,05,000
7,08,64,106
69,470
4,52,34,912

24,05,86,691

22,06,54,686

NOTE - 20:
OTHER EXPENSES:
Power and Fuel
Rent

- Others
Directors Sitting Fees
Payment to statutory auditors
- As Auditors
- For Tax Audit /Certification
- For Service tax
- For Reimbursement of expenses
Packing charges
Exchange Fluctuation
Miscellaneous Expenses

50

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014

31.03.2014
NOTE - 21 :
PARTICULARS OF MATERIALS CONSUMPTION
Materials Consumed
Garden Tea
Indigenous
Imported

31.03.2013

Qty

Value

Qty

Value

%
100.00
0.00

`
273,75,04,252
-

%
99.94
0.06

`
219,91,16,485
13,90,806

273,75,04,252
Raw Coffee and Chicory
Indigenous
Packing and Other Materials
Indigenous
Imported

220,05,07,291

100

6,73,93,675

100

6,68,20,017

100

22,47,46,759
Nil

100

18,49,76,232
Nil

22,47,46,759

51

18,49,76,232

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014

22

23

24

25

26

27

28

29

31.03.2014

Amount in `
31.03.2013

50,41,52,048

75,07,52,204

42,31,821
2,43,30,490

29,41,474
1,58,24,400

CIF Value of Imports


Garden Tea
Stock-in-trade
Stores and Spares

Nil
11,96,107
1,84,223

32,44,568
Nil
3,01,568

Sundry Debtors include:


Debts due by Private Limited Companies in which Director/s are
interested as Director/s.
Teleflex Medical Private Ltd.
AVT Mc Cormick Ingredients Private Limited
A.V.Thomas Leather & Allied Products Private Ltd.
AVT Gavia Foods Private Limited

1,68,942
26,56,797
64,26,856
9,000

1,18,196
17,99,873
33,91,387
1,09,047

59,00,245

53,98,424

22,71,23,326
4,70,200
483.04

25,29,68,720
4,70,200
538.00

Nil

42,13,780

2,00,000
6,50,000
50,000
1,00,000
10,000

Nil
Nil
Nil
Nil
Nil

Earnings in Foreign Exchange


F.O.B. Value of Exports
Expenditure in Foreign Currency
Travelling
Commission, Advertisement & Sales Promotion etc.

Due to Micro & Small Enterprises :


Amount due to Micro & Small Enterprises
There are no over due principal amounts and therefore no
interest is paid or payable.
Earnings Per Share:
Profit after Taxation
Number of Equity Shares outstanding at the end of the year
Earnings per share (Basic and Diluted)
Contingent Liabilities
Tax Disputed -(KGST, CST, & ENTRY TAX)
Donation to Political Parties/Purposes:
Kerala Congress (M)
Indian National Congress
Communist Party of India (Marxist)
Revolutionary Socialist Party
Bharatiya Janatha Party

52

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
30 Employee Benefits:
i)

Defined Benefit Plans:

a) Description of the Companys defined benefit plan:


i)

Gratuity Scheme:

This is a funded defined benefit plan for qualifying employees for which, the Company makes contribution to
the Gratuity Fund managed by the Life Insurance Corporation of India.The Scheme provides for a lumpsum payment
to vested employees at retirement,death while in employment or on termination of employment. Vesting occurs
upon completion of five years of service
ii) Leave Encashment:
The company also operates a non funded leave encashment scheme for its employees.
b) Reconciliation of changes in the Present Value of Obligation:
31.3.2014
Gratuity
(Funded Plan)
Present Value of the Obligation at beginning of period
Current Service Cost

Leave Encashment
(Non Funded Plan)

3,89,45,094

1,69,65,728

3,54,81,384

1,59,89,895

28,01,453

26,61,435

23,90,766

24,27,525

30,04,228

12,35,620

29,26,922

12,24,572

Benefits Paid

( 32,50,983)

( 32,32,819)

( 20,94,021)

( 31,66,341)

2,21,297

10,98,951

2,40,043

4,90,077

4,17,21,089

1,87,28,915

3,89,45,094

1,69,65,728

3,60,32,088

Nil

2,70,96,752

Nil

Present Value of the Obligation as at end of the period


Reconciliation of changes in the fair value of Plan Assets:
Fair Value of Plan Assets at beginning of period
Expected return on plan assets

31,79,100

Nil

28,10,900

Nil

Contribution by the Company

38,51,388

32,32,819

86,75,832

Nil

( 32,50,983)

-32,32,819

( 20,94,021)

Nil

( 2,06,005)

Nil

( 4,57,375)

Nil

3,96,05,588

Nil

3,60,32,088

Nil

Benefits Paid
Actuarial gain / (loss)
Fair Value of Plan Assets at end of period
d)

Gratuity
(Funded Plan)

Interest Cost
Actuarial loss / (gain)

c)

31.3.2013

Leave Encashment
(Non Funded Plan)

The total expense recognised in the statement of profit and loss is as follows:
Current Service Cost

28,01,453

26,61,435

23,90,766

24,27,525

Interest Cost

30,04,228

12,35,620

29,26,922

12,24,572

( 31,79,100)

N.A

( 28,10,900)

N.A

4,27,302

10,98,951

6,97,418

4,90,077

30,53,883

49,96,006

32,04,206

41,42,174

Expected return on plan assets


Net Actuarial (gain) / loss recognised in the year

53

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
31.3.2014
30 Employee Benefits: (Contd.)

31.3.2013

Gratuity
(Funded Plan)

Leave Encashment
(Non Funded Plan)

Gratuity
(Funded Plan)

Leave Encashment
(Non Funded Plan)

e) Reconciliation of Net Liability recognised in the Balance Sheet


Net Liability as at the beginning of the year

29,13,006

1,69,65,728

83,84,632

1,59,89,895

Add : Expense as (d) above

30,53,883

49,96,006

32,04,206

41,42,174

( 38,51,388)

( 32,32,819)

( 86,75,832)

( 31,66,341)

21,15,501

1,87,28,915

29,13,006

1,69,65,728

3,96,05,588

Not Applicable

3,60,32,088

Not Applicable

Less: Employers Contribution / Payment


Net Liability as at the end of the year
f) Constitution of Plan Assets:
Investments in LIC Group Gratuity Scheme

g) Principal actuarial assumptions used as at the Balance Sheet date:


Discount Rate

9.15%

9.15%

8.00%

8.00%

Salary Escalation Rate

8.00%

8.00%

8.00%

8.00%

Attrition Rate

5.00%

5.00%

5.00%

5.00%

Expected rate of return on plan assets

9.25%

N.A

9.25%

N.A

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, Promotion and
other relevant factors such as demand and supply in the employment market.
h) The amounts pertaining to defined benefit plans are as follows:

Gratuity - Funded Plan


Defined benefit obligation
Plan Assets
Surplus/(deficit)
Experience adjustment plan liabilities
Experience adjustment plan assets

31.03.2014

31.03.2013

31.03.2012

31.03.2011

31.03.2010

4,17,21,089
3,96,05,588
( 21,15,501)
2,21,297
( 2,06,005)

3,89,45,094
3,60,32,088
( 29,13,006)
2,40,043
( 4,57,375)

3,54,81,384
2,70,96,752
( 83,84,632)
14,67,327
( 73,493)

3,21,30,795
2,47,19,907
( 74,10,888)
31,01,316
1,12,468

2,64,99,097
2,13,29,503
( 51,69,594)
27,29,845
2,65,370

The Company expects to fund ` 50 lakhs towards its gratuity plan during the year 2014/15
ii)

Defined Contribution Plans:


The Company makes contribution towards employees' provident fund, family pension fund, super annuation fund and employees'
state insurance scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll
costs. The Company during the year recognised `.1,74,82,242 as expense towards contributions to these plans.

54

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
31 SEGMENTWISE REVENUE RESULTS AND CAPITAL EMPLOYED
Amount in ` Lakhs
Particulars

31.03.2014

31.03.2013

a) Packet Tea & Coffee

39,576

32,937

b) Trade

23,181

24,590

733

927

63,490

58,454

Nil

Nil

63,490

58,454

2,541

2,360

b) Trade

734

981

c) Services

237

365

3,512

3,706

16

24

15

(73)

3,481

3,755

a) Packet Tea & Coffee

6,744

4,492

b) Trade

2,293

2,107

451

469

2,447

3,421

11,935

10,489

1. Segment Revenue

c) Services
Total
Less Inter Segment Revenue
Net Sales / Income from Operations

2. Segment Results
Profit before tax and interest from
a) Packet Tea & Coffee

Total
Less : 1) Interest
2) Other Un-allocable
expenditure net of un-allocable income
Total Profit Before Tax

3. Capital Employed
(Segment Assets - Segment Liabilities)

c) Services
d) Others
Total

55

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
32 Related Party Transactions:
Following Associate Companies are related to the Company on account of common control through Constitution
of Board / Shareholding :
- A V Thomas International Ltd.
- L.J. International Ltd.
- A V Thomas Investments Company Ltd.
- The Midland Rubber & Produce Company Ltd.
- The Nelliampathy Tea & Produce Company Ltd.
- Neelamalai Agro Industries Ltd.
- AVT Natural Products Ltd.
- AVT McCormick Ingredients Private Ltd.
- Teleflex Medical Private Ltd.
- AVT Holdings Private Ltd.
- Midland Latex Products Ltd.
- The Highland Produce Company Ltd.
- The Rajagiri Rubber & Produce Company Ltd.
- Dalp Trading and Manufacturing Ltd.
- A V Thomas Leather & Allied Products Private Ltd.
- A V Thomas Exports Ltd.
- Ajit Thomas Holdings Private Ltd.
- Midland Corporate Advisory Services Private Ltd.
- AVT Natural Pte Ltd.
- Midland Natural Pte Ltd.
- AVT Wood Products Private Ltd.
- AVT Gavia Foods Private Ltd.
- AVT Tea Services Ltd UK
- J. Thomas Educational & Benevolent Trust
- Midland Charitable Trust
- Dalp Benevolent Trust
- AVT S2 Virtual Lifestyle Pvt Ltd.
- Rajagiri Impex Ltd.
- Dalp Holdings Singapore Pte Ltd

56

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
Key Management Personnel - Mr.Ajit Thomas, Executive Chairman.
31.03.2014
Details of Transactions:

INCOME:
Sales
C&F and Warehousing Charges
Rent
Service Charges
Royalty
Dividend Received

31.03.2013

Associate
Companies

Key Management
Personnel
(Including Relatives)

Associate
Companies

Key Management
Personnel
(Including Relatives)

Nil
3,88,34,106
4,71,000
60,000
Nil
1,61,000

Nil
Nil
Nil
Nil
Nil
Nil

1,35,087
3,82,31,276
4,71,000
60,000
29,000
3,22,000

Nil
Nil
Nil
Nil
Nil
Nil

59,34,17,197
10,00,000
Nil
Nil
1,00,00,000
9,62,500

Nil
Nil
13,16,200
70,000
Nil
6,04,99,250

44,67,82,892
8,00,000
Nil
Nil
1,00,00,000
5,50,000

Nil
Nil
13,16,200
80,000
Nil
3,26,49,700

Investments in Shares
Redemption of Preference Shares
Balance as on 31st March 2014

1,95,80,000
8,00,000

Nil
Nil

1,15,00,000
Nil

Nil
Nil

Debit Balance
Credit Balance

1,27,57,920
3,23,02,520

Nil
Nil

99,97,427
2,05,30,513

Nil
Nil

EXPENDITURE:
Purchases
Rent
Remuneration
Sitting Fees
Donation Paid
Dividend Paid
Others

33 ACCOUNTING FOR TAXES ON INCOME


The impact of deferred tax on income for the year is not considered material and hence not recognised
34 Previous years figures have been regrouped wherever necessary
Vide our Report of date attached
For SURI & CO.
Chartered Accountants
Firms Regn.No: 004283S
R. MAHESH
Partner
Place : Chennai,
Membership No. 24775
Date : 29th May, 2014

For and on behalf of the Board

AJIT THOMAS
Executive Chairman

A.D.BOPANA
Director
R. VENUGOPALAN
Chief Financial Officer

57

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014
Amount in `
31.03.2014
31.03.2013
A.

CASH FLOW FROM OPERATING ACTIVITIES:


Net Profit Before Tax and Extraordinary Items:
Adjustments for:
Depreciation
Profit on Sale of Assets / Investments
Interest / Dividend Received
Provision for Gratuity / Leave Encashment
Interest Paid

Operating Profit before Working Capital Changes


Adjustments for:
Trade Receivables
Inventories
Trade Payables
Other current liabilities
Other current assets

34,81,23,326

37,54,68,720

1,84,82,775
( 1,00,270)
( 85,86,344)
9,91,204
16,20,749

1,95,81,268
( 2,69,485)
(1,74,65,353)
( 44,76,011)
24,37,927

1,24,08,114

( 1,91,654)

36,05,31,440

37,52,77,066

(13,87,78,099) 11,17,04,982
(8,81,67,057) (15,74,28,192)
8,50,41,096 (5,65,77,791)
( 46,50,296) (1,83,67,543)
1,90,48,718 (1,94,26,402)
(12,75,05,638) (14,00,94,946)

Cash Generated from Operations


Direct Taxes Paid

B.

23,30,25,802 23,51,82,120
(12,30,35,532) (11,80,90,238)

Net Cash from Operating Activities

10,99,90,270

11,70,91,882

CASH FLOW FROM INVESTING ACTIVITIES


Sales of Fixed Assets
Purchase of Fixed Assets
Interest / Dividend Received
Purchase of Investments
Sale of Investments

15,14,903
5,48,092
(2,63,78,432) (4,26,07,883)
90,46,844
1,75,45,876
(6,52,99,668) (28,47,91,264)
16,15,32,611 14,00,00,000
8,04,16,258 (16,93,05,179)

Net Cash From Investing Activities

58

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 (Contd.)
Amount in `
31.03.2014
31.03.2013
C

CASH FLOW FROM FINANCING ACTIVITIES


Interest Paid
Dividend Paid (Including tax on Dividend)

( 16 20 749)
(9 52 98 587)

( 24 37 927)
(5 38 25 770)

(9 69 19 336)

(5 62 63 697)

9 34 87 192 (10 84 76 994)

Net Increase in Cash and Cash Equivalents


Cash and Cash Equivalents as at 01.04.2013
Cash and Cash Equivalents as at 31.03.2014

12 59 91 567
21 94 78 759

23 44 68 561
12 59 91 567

9 34 87 192 (10 84 76 994)


Vide our Report of date attached
For SURI & CO.
Chartered Accountants
Firms Regn.No: 004283S
R. MAHESH
Partner
Place : Chennai,
Membership No. 24775
Date : 29th May, 2014

For and on behalf of the Board

AJIT THOMAS
Executive Chairman

A.D.BOPANA
Director
R. VENUGOPALAN
Chief Financial Officer

59

A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA


Particulars of Profits, Provisions, Dividends etc.,
(For the last 10 years)

DIVIDENDS PAID
Year

Net Profit
before taxation

Depreciation
written off

Rs.

Rs.

On Equity
Shares

Provision
for
taxation

Share
Holders
funds

Rs.

Rs.

Amount
Rs.

Percentage

2004-2005

5,31,32,951

1,04,22,752

2,15,00,000

32,46,81,574

94,04,000

200

2005-2006

8,42,02,142

1,12,54,372

3,60,00,000

33,53,53,527

3,29,14,000

700

2006-2007

11,93,12,686

1,23,79,670

4,95,00,000

36,43,26,874

3,52,65,000

750

2007-2008

16,62,51,864

1,67,48,667

6,35,00,000

41,20,67,688

4,70,20,000

1000

2008-2009

19,60,72,494

1,79,03,262

6,85,00,000

48,46,29,132

4,70,20,000

1000

2009-2010

26,12,48,072

1,48,30,382

9,25,00,000

57,10,42,245

7,05,30,000

1500

2010-2011

30,22,28,873

2,04,52,872

10,25,00,000

71,60,32,491

4,70,20,000

1000

2011-2012

32,69,11,547

1,98,80,516

11,00,00,000

87,82,96,218

4,70,20,000

1000

2012-2013

37,54,68,720

1,95,81,268

12,25,00,000

104,89,29,978

7,05,30,000

1500

2013-2014

34,81,23,326

1,84,82,775

12,10,00,000

119,35,36,730

3,52,65,000

750 *

3,52,65,000

750 **

* Interim Dividend Paid


** Final Dividend Recommended

60

A.V. THOMAS AND CO LTD


CIN: L51109KL1935PLC000024
W 21/674, BEACH ROAD, ALAPPUZHA-688012
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
Name of the member (s)
Registered address

:
:

E-mail Id
Folio No/ Client Id
DP ID

:
:
:

I/We, being the member (s) of .. shares of the above named company, hereby appoint
1. Name
Address
E-mail Id
Signature

:
:
:
: ............ or failing him

2. Name
Address
E-mail Id
Signature

:
:
:
: ........ or failing him

3. Name
Address
E-mail Id
Signature

:
:
:
: ..........

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 79th Annual general meeting of the
company, to be held on Thursday, the 4th day of September 2014 At 11.00 A.M at its Registered Office at No.60, W-21/
674, Beach Road, Alappuzha-688 012 and at any adjournment thereof in respect of such resolutions as are indicated
overleaf:

Signed this. day of . 2014

Signature of shareholder

Affix
Revenue
Stamp

Signature of Proxy holder(s)

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of
the Company, not less than 48 hours before the commencement of the Meeting.

Resolution
Number

Resolution

Ordinary Business
1.

To adopt the Reports of the Directors,


Auditors and the financial statements for the
Financial year 2013-14

2.

a) To declare final dividend for the Financial


year 2013-14
b) To confirm the Interim Dividend for the
Financial year 2013-14

3.

To appoint a Director in the place of Mrs. Lily


Thomas, who retires by rotation and is eligible
for re-appointment

4.

To appoint a Director in the place of Mr. Dilip


Thomas, who retires by rotation and is eligible
for re-appointment

5.

Re-appointment of M/s Suri & Co, Chartered


Accountants, as auditors, to hold office from
the conclusion of this Annual General Meeting
(AGM) till the conclusion of the eighty second
AGM of the Company

Special Business
6.

Revision in terms of remuneration payable to


Mr. Ajit Thomas, Whole-Time Director and
designated as Executive Chairman

7.

Appointment of Mr Dilip Thomas, as Whole


Time Director and designated as Executive
Vice-Chairman

8.

Appointment of Mr. Raghu Bhale Rao as an


Independent director

9.

Appointment of Mr. A D Bopana as an


Independent director

10.

Appointment of Mr. P Shankar as an


Independent director

11.

To consider and approve Alteration in the


Articles of Association

12.

Ratification
of
Remuneration
to
M/s. Rajendran, Mani & Varier, Cost Auditors

Vote (Optional)
For

Against

Abstain

The instructions for members for voting electronically are as under:In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at
the 79th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting
Services provided by Central Depository Services Limited (CDSL):
In case of members receiving e-mail:
(i)

Log on to the e-voting website www.evotingindia.com

(ii)

Click on Shareholders tab.

(iii) Now, select the COMPANY NAME from the drop down menu and click on SUBMIT
(iv) Now Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits
Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company and
then enter the Captcha Code as displayed and Click on Login.
(v)

If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is to be used. If you are a first time user follow the steps given
below.

(vi) Now, fill up the following details in the appropriate boxes:


For Members holding shares
in Demat Form

For Members holding shares


in Physical Form

PAN*

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department


(Applicable for both demat shareholders as well as physical shareholders)

DOB#

Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.

Dividend
Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company
records for the said demat account or folio.

*Members who have not updated their PAN with the Company/Depository Participant are requested to use the
first two letters of your name and the sequence number in the PAN field. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN field. (Sl. No. mentioned in your address label can be used
as Sequence No. for this purpose)
# Please enter any one of the details in order to login. Incase either of the details are not recorded with the
depository please enter the <Default Value> in the Dividend Bank details field.
(vii) After entering these details appropriately, click on SUBMIT tab.
(viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members
holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly note that this password is to be also used by the
demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that
company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with
any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained
in this Notice.
(x)

Click on <Company Name> on which you choose to vote.

(xi) On the voting page, you will see Resolution Description and against the same the option YES/NO for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO
implies that you dissent to the Resolution.
(xii) Click on the Resolutions File Link if you wish to view the entire Resolutions.
(xiii) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed.
If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly
modify your vote.
(xiv) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting
page.
(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and Captcha Code click on
Forgot Password & enter the details as prompted by the system.
(xvii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://
www.evotingindia.co.in and register themselves as Corporates. After receiving the login details they have to link
the account(s) which they wish to vote on and then cast their vote. They should upload a scanned copy of the
Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF
format in the system for the scrutinizer to verify the same.
In case of members receiving the physical copy:
(A)

Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(B) The voting period begins on <Date and Time> and ends on <Date and Time>. During this period shareholders
of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record
date) of <Record Date>, may cast their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
and e-voting manual available at www.evotingindia.co.in under help section or write an email to
helpdesk.evoting@cdslindia.com.