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A.V. THOMAS AND COMPANY LIMITEDALAPPUZHA

BOARD OF DIRECTORS

Mr. AJIT THOMAS (Executive Chairman)Mrs. LILY THOMASMr. DILIP THOMAS (Vice Chairman)Mr. RAGHU BHALE RAOMr. P.SHANKAR, I.A.S (Retd.)Mr. A.D.BOPANA

AUDITORS

SURI & CO.Chartered Accountants

BANKERS

Bank of BarodaCorporation Bank

REGISTERED OFFICE

W-21/674, Beach Road, Alappuzha - 688 012.

REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services LimitedSubramanian BuildingNo.1, Club House Road, Chennai - 600 002

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NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the SEVENTY EIGHTH ANNUAL GENERAL MEETING of the Company will be held atthe Registered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.00 A.M. on Thursday, the 29 th August, 2013to transact the following business:

1. To receive, consider and adopt the Reports of Directors and Auditors and the Audited Accounts of the Company forthe year ended 31 st March, 2013.

2. (a) To confirm and record the Interim Dividend at Rs.50/- per Equity Share (500%) already paid for the year ended31 st March, 2013.

(b) To declare a final dividend on Equity Shares for 2012-2013. [The Directors have recommended a final dividendof Rs.100/- per Equity Share (1000%)]

3. To elect Director:-

Mr.Raghu Bhale Rao retires by rotation and he is eligible for re-election.

4. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next AnnualGeneral Meeting and to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and if thought fit to pass, with or without modification, the following resolution as an ORDINARY RESOLUTION:

RESOLVED: That in accordance with the provisions of Section 262 of The Companies Act, 1956, Mr.A.D.Bopanawho was co-opted as a Director of the Company on 31 st January, 2013 and who holds office up to the

date of this Annual General Meeting, be and is hereby appointed as a Director of the Company, whoseperiod of office shall be liable to determination by retirement of Directors by rotation.


RESOLVED: That in accordance with the provisions of Section 262 of The Companies Act, 1956, Mr.P.Shankar whowas co-opted as a Director of the Company on 30 th May, 2013 and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company, whose periodof office shall be liable to determination by retirement of Directors by rotation.


RESOLVED That consent and/or approval be and is hereby accorded by the shareholders, pursuant to the provisionsof Section 269 and other applicable provisions, if any, of The Companies Act, 1956 read together withPart I of Schedule XIII of the said Act, (including any statutory modifications and or re-enactmentsthereof for the time being in force), for the re-appointment of Chairman Mr.Ajit Thomas as a Whole-Time Director of the Company and designated as Executive Chairman for a period of three years from1 st February, 2013 to 31 st January, 2016, who shall not during the tenure of office as ExecutiveChairman be subject to retirement by rotation and he shall not be taken into account for the purposeof computing one third of the total number of Directors liable to retire by rotation under Section 256 of The Companies Act, 1956.

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

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A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHA

8. To consider and if thought fit to pass, with or without modification, the following resolutions as ORDINARY RESOLUTIONS:

(i) RESOLVED That consent and /or approval be and is hereby accorded by the shareholders, pursuant toSections198, 309, 310 and other applicable provisions if any, of The Companies Act, 1956 read togetherwith Section I in Part II of Schedule XIII of The Companies Act, 1956 (including any statutory modificationsand or re-enactments thereof for the time being in force) Mr.Ajit Thomas in consideration for theperformance of his duties as a Whole -Time Director of the Company designated as Executive Chairmanduring the tenure of his re-appointment from 1 st February, 2013 to 31 st January, 2016, be and is herebyremunerated from this company, without entitlement to sitting fees, if any, payable to him for attendingany meetings of the Board of Directors, which shall include a Committee thereof, by way of monthlysalary as may be determined and decided by the Board from time to time within the overall ceilinglimits as prescribed under Section I in Part II of Schedule XIII of The Companies Act, 1956, together

with benefits and or perquisites like provision for use of Companys car with driver for official purposesand provision for communication facilities at his residence for official use which shall not be includedand or considered as remuneration for the purpose of calculating the ceiling limit and contributions toProvident and Superannuation Funds and Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service.

(ii) RESOLVED FURTHERThat the re-appointment of Mr. Ajit Thomas as WholeTime Director of the Companydesignated as Executive Chairman and payment of remuneration to him shall be upon the terms andconditions as set out in the agreement to be entered into between the Company and the said Mr. AjitThomas, which agreement is specifically sanctioned, with the liberty and power to the Board of Directors,at its discretion, to revise the payment of salary, within the overall ceiling limits as prescribed inSection I of Part II of Schedule XIII of The Companies Act, 1956 and also to alter and vary from time totime the said agreement prescribing the terms and conditions of re-appointment in such manner, the

Board of Directors may deem it appropriate and expedient and that the Board of Directors be and ishereby authorised to do such acts, deeds and things as are considered necessary to give effect tothese resolutions without further reference to the shareholders.

Explanatory Statement as required under Section 173 of The Companies Act, 1956 in respect of the above resolutions,is annexed.

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

AJIT THOMASChennai Executive Chairman30th May, 2013

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

her stead. A proxy need not be a member of the Company.2. The Register of Members and Share Transfer Books of the Company will remain closed from 20-08-2013 to 29-08-

2013 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. Companys shares are listed at the Cochin Stock Exchange Ltd., MES Dr.P.K.Abdul Gafoor Memorial Cultural

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

6. If the final dividend as recommended by the Board of Directors is approved at the Annual General Meeting,payment of such dividend will be made after 29-08-2013 as under:

a) To all members in respect of shares held by them in physical form as on the date of the Annual General Meeting,after giving effect to valid transfers in respect of transfer requests lodged with the Company, Registrar & ShareTransfer Agent on or before the close of business hours on 19-08-2013.

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

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

8. Shareholders are once again informed/reminded that the Company shall be liable to transfer dividends remainingunpaid or unclaimed for a period of seven years from the date they became due for payment to the InvestorEducation and Protection Fund established by the Central Government pursuant to Section 205C (2) of The Companies

Act, 1956. Members shall not be able to claim any unpaid dividends from the said Fund or from the Company oncethey are transferred. Accordingly, all unpaid/ unclaimed dividends for the years 1994-1995 to 2004-2005 and InterimDividend for the year 2005-2006 have been transferred to the Fund.Final Dividend declared for the year 2005-2006 and remaining unpaid or unclaimed is liable to be transferred to theFund during the month of October, 2013 and the shareholders are, therefore, advised to claim immediately from theCompany the dividends, if any, for the said year remaining unpaid before they are transferred to the Fund.

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

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

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

11. EXCLUSIVE E MAIL I D FOR REDRESSAL OF INVESTOR COMPLAINTS:-In terms of Clause 47 (f) of the Listing Agreement, please use the following contacts for redressal of InvestorComplaints:EMail : [email protected] or [email protected] Officers : Mr.W.D.Nelson / Mr. R. Venugopalan.Tel No.0477-2243624.

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Explanatory Statement as required under Section 173 of the Companies Act, 1956SPECIAL BUSINESS:

Item No.5 of the Notice:

Mr.A.D.Bopana was co-opted as a Director of the Company on 31 st January, 2013 in the casual vacancy caused by theresignation of Director Mr.K.Bhagavatheeswaran. Under Section 262 of The Companies Act,1956, Mr.A.D.Bopana shallhold office only till the date of the forthcoming Annual General Meeting. Mr.A.D.Bopana has filed with the Company hisletter of consent to act as a Director of the Company if appointed. The Board considers that his appointment as aDirector will be in the interest of the Company.

The Company has received a Notice in writing from a Member, with the requisite deposit, proposing the candidature of Mr.A.D.Bopana for the office of the Director under the provisions of Section 257 of The Companies Act,

1956.Mr.A.D.Bopana is interested in the resolution. None of the other Directors are concerned or interested in theresolution.

The Directors recommend the resolution as set out in Item No.5 of the notice for approval of the shareholders.

Item No.6 of the Notice:

Mr.P.Shankar was co-opted as a Director of the Company on 30 th May, 2013 in the casual vacancy caused by the deathof Director Mr.L.D.Oliver. Under Section 262 of The Companies Act, 1956, Mr.P.Shankar shall hold office only till thedate of the forthcoming Annual General Meeting. Mr.P.Shankar has filed with the Company his letter of consent to act asa Director of the Company if appointed. The Board considers that his appointment as a Director will be in the interestof the Company.

The Company has received a Notice in writing from a Member, with the requisite deposit, proposing the candidature of Mr.P.Shankar for the office of the Director under the provisions of Section 257 of The Companies Act, 1956. Mr.P.Shankaris interested in the resolution. None of the other Directors are concerned or interested in the resolution.

The Directors recommend the resolution as set out in Item No.6 of the notice for approval of the shareholders.

Item Nos.7 and 8 of the Notice:-

The tenure of office of Mr.Ajit Thomas who was appointed as Executive Chairman of the Company for a period of threeyears from 1 st February, 2010 as approved by the shareholders at the 75 th Annual General Meeting held on 8 th September,2010, has ended on 31 st January, 2013.

The Board of Directors at their Meeting held on 31 st January, 2013 after taking into account the substantial businessgrowth achieved by the Company during the tenure of Mr.Ajit Thomas as Executive Chairman and in order to sustain the

business growth achieved by the Company, decided to re-appoint Mr. Ajit Thomas as the Executive Chairman of theCompany for a period of three years from 1 st February, 2013 to 31 st January, 2016.

The Board of Directors of the Company also approved payment of remuneration to Mr. Ajit Thomas in consideration forthe performance of his duties as Whole-Time Director of the Company designated as Executive Chairman within theoverall ceiling limits of remuneration as prescribed in Section I in Part II of Schedule XIII of The Companies Act, 1956.

The Board of Directors had proposed the following remuneration payable to the Executive Chairman Mr. Ajit Thomasuntil otherwise re-determined by the Board, without entitlement to the sitting fees payable to him for attending anymeetings of the Board of Directors, which shall include a committee thereof.

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1) Salary from 1st February,2013: Rs.50,000/- (Rupees Fifty Thousand only) per month.2) Perquisites and other benefits:

a) Contribution to Provident Fund at 12% (Twelve percent) of the monthly salary in accordance with the Rules of the Company and are in force, or at the rate as specified by the statute from time to time.

b) Contribution to Superannuation Fund at the rate of 15% (Fifteen Percent) of the monthly salary, in accordancewith the Rules of the Company as are in force, or at the rate as specified by the statute from time to time.

c) Gratuity payable at a rate not exceeding half-a-months salary for each completed year of service, subject tothe monetary ceiling limit as may be prescribed by the statute from time to time.

3) Provision for use of Companys car with driver for official purposes.

4) Provision for communication facilities at his residence for official use.

After the resolutions are passed by the shareholders, the Company shall enter into an Agreement with the ExecutiveChairman, incorporating therein the respective terms and conditions of re-appointment and discharge of functionsand responsibilities and for payment of remuneration to him.

A copy of the draft Agreement to be entered into by the Company with the Executive Chairman is available forinspection during office hours on any working day at the Registered office of the Company.

The Explanatory Statement together with the accompanying Notice may be construed as Abstract of the terms of re-appointment and memorandum of interest pursuant to Section 302 of the Companies Act, 1956.

Mr.Ajit Thomas is interested in the resolutions relating to his re-appointment and to the extent of managerialremuneration payable to him. Directors Mrs.Lily Thomas and Mr.Dilip Thomas are interested in the resolutionsbeing related to Mr. Ajit Thomas. No other Director of the Company is concerned and/or interested in the resolutions.

The Directors recommend the resolutions as set out in Item Nos. 7 and 8 respectively of the Notice for approval of the shareholders.

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

AJIT THOMASChennai Executive Chairman30th May, 2013

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Information of Directors retiring by rotation seeking re-election and Directors to beappointed at this Annual General Meeting.

(Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges).

Name : Mr.Raghu Bhale Rao,

Age : 82 years,

Qualifications : Masters Degree in Political Science & M B A(Management) Degree from ColumbiaUniversity, New York.

Experience : Retired Business man and was dealing in

Manufacture of Auto Parts, manufacture of Nylon yarn into fishnet twine and fish nets.

Name : Mr.P.Shankar

Age : 69 years

Qualifications : M.A.(Economics)

Expertise : Mr.P.Shankar, retired as Central Vigilance Commissioner of India inSeptember, 2006. He joined the Indian Administrative Service in 1966 afteracquiring a post graduate degree in Economics from Vivekananda Collegeof the Madras University. In the course of a distinguished career, he served

as the Chief Secretary, Government of Tamil Nadu (2001 02) and asSecretary, Government of India in the Department/Ministries of Heavy IndustrySugar, Food & Public Distribution and Petroleum. He has rich experience inthe field of Industrial management and administration. His tenure as Chairmanand Managing Director of Tamil Nadu Industrial Infrastructure DevelopmentCorporation (1992 94) saw the setting up of the Perundurai andGangaikonda Industrial Areas and the Tirupur Infrastructure Developmentinitiative. He was also Secretary to Government in the Industries Departmentin Government of Tamil Nadu (1987 89). He was Chief Executive of theSalem Co-operative Sugar Mills (1969 71) and Joint Director of Industriesand Commerce (1972 -73) in charge of small-scale industries and Industrialco-operatives.

A significant part of his service years were spent in the Textiles sector. Amongthe various assignments held by him were Managing Director, Tamil NaduTextile Corporation (1971-72), Director of Handlooms and Textiles, TamilNadu (1974 78), Additional Development Commissioner of Handlooms,Govt. of India (1979 80), General Manager, Handicrafts and HandloomsExport Corporation of India (1982 86) and Joint Secretary, Ministry of Textiles, Govt. of India (1989 91). In his last Assignment he was also theTextiles Negotiator in the Uruguay Round of GATT.

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Other Directorships:Name of the Company : Nature of Office held:

AVT Natural Products Ltd DirectorThirumalai Chemicals Ltd DirectorMember of the Audit Committee andRemuneration Committee of

AVT Natural Products Limited.

Member of the Audit Committeeof Thirumalai Chemicals Limited.

Name : Mr.A.D.Bopana Age : 72 yearsQualifications : Senior Cambridge.Experience : Mr.A.D.Bopana has rich experience in Plantations, Administrative matters,

Finance and Business Management.

Other Directorships:Name of the Company : Nature of Office held:

The Midland Rubber & Produce Co. Ltd Director

Neelamalai Agro Industries Limited Director

Chairman of the Audit Committee of The Midland Rubber & Produce Co. Ltdand Neelamalai Agro Industries Limited.

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REPORT OF THE DIRECTORS

Your Directors have pleasure in presenting the SEVENTY EIGHTH ANNUAL REPORT with the audited accounts of theCompany for the year ended 31st March, 2013.

(Rs.in lakhs)FINANCIAL RESULTS: 2013 2012

Income from Operations and Other Income 58671.93 49014.71

Profit Before Depreciation and Interest 3974.88 3486.92

Less: Depreciation 195.81 198.81

Interest 24.38 18.99

220.19 217.80

Profit Before Tax 3754.69 3269.12

Less: Provision for Tax 1225.00 1100.00

Profit After Tax 2529.69 2169.12

Add: Surplus brought forward 541.15 418.51

3070.84 2587.63

which your Directors recommend to appropriate:-Transfer to General Reserve 1500.00 1500.00

Interim Dividend on Equity Shares @ Rs.50/-per share already paid 235.10 235.10

Tax on Interim Dividend 38.14 38.14

Proposed Final Dividend on Equity Shares @ Rs.100/- per share 470.20 235.10

Provision for Tax on Final Dividend 79.91 38.14

Balance carried forward 747.49 541.15

3070.84 2587.63

DIVIDEND: An Interim Dividend of Rs.50/- per equity share (500%) was paid during the financial year ended 31 st March, 2013. TheBoard of Directors had recommended a final dividend of Rs.100/- per equity share (1000%) for approval of the shareholdersat the Annual General Meeting. The aggregate of the dividends, amount to Rs. 150/- per equity share (1500%) for theyear ended 31 st March, 2013.

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Operations:CONSUMER PRODUCTS DIVISION:

The Consumer Products Division sustained the momentum of the previous year and recorded 7% growth in volumeterms during the year 2012-13. AVT continues to be a market leader in Kerala and has impressive market share in TamilNadu. In Andhra Pradesh, Karnataka, and Orissa, with the introduction of new distribution system, the Company hasimproved the availability and has shown growth in volume. The thrust in the coming years will be in the new marketsof Andhra Pradesh, Karnataka and Orissa. The Company has also exported teas to Middle East countries and theresponse has been positive.

TRADING DIVISION:

There is marginal drop in sales volume of Materials division. This is due to general slowdown in construction / building

Industry .

LOGISTICS &SERVICES DIVISION:

Logistics & Services division has shown impressive growth of 25% during the year. This is due to high quality serviceoffered to the customers. Added to this the concept of total logistics solution helped us to attain this growth.

EXPORT DIVISION:

The sales volume of Rubber export has increased to 2700 tonnes compared to 1100 tonnes in previous year.

PARTICULARS OF EMPLOYEES:

A statement showing particulars of employees as required under The Companies (Particulars of Employees) Rules,

1975, to be included in the Directors Report, pursuant to Section 217(2A) of The Companies Act, 1956 is attached.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS/OUTGO:

The Companys earnings in foreign exchange on FOB value of Exports during the year amounted to Rs.7507.52 lakhscompared to Rs.2619.42 lakhs during the previous year. The foreign exchange outgo during the year was Rs.223.12lakhs against Rs.133.75 lakhs in previous year. Your company is continuing to focus its attention to increase thevolume of export on traditional commodities/products and also exploring new market outlets.

DIRECTORATE:

Mr.K.Bhagavatheeswaran resigned as a Director of the Company on 7 th September, 2012. The Board wishes to placeon record its appreciation for the valuables services rendered and guidance given by him during his tenure of office asa Director of the Company.

With deep regret, the Board records the sad demise of Director Mr.L.D.Oliver on 20 th December, 2012. The Boardwishes to place on record its appreciation for the valuable services rendered and guidance given by him during histenure of office as a Director of the Company.

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Mr.A.D.Bopana was co-opted as a Director of the Company by the Board of Directors on 31st

January, 2013 in thecasual vacancy caused by the resignation of Director Mr.K.Bhagavatheeswaran. In accordance with Section 262 of TheCompanies Act, 1956, Mr.A.D.Bopana holds office up to the date of the ensuing Annual General Meeting and he iseligible for appointment.

Mr.P.Shankar was co-opted as a Director of the Company by the Board of Directors on 30 th May, 2013 in the casualvacancy caused by the death of Director Mr.L.D.Oliver. In accordance with Section 262 of The Companies Act, 1956,Mr.P.Shankar holds office up to the date of the ensuing Annual General Meeting and he is eligible for appointment.

According to the Articles of Association of the Company, Director Mr. Raghu Bhale Rao retires by rotation at theensuing Annual General Meeting of the shareholders and he is eligible for re-election.

Executive Chairman:

The tenure of office of Mr.Ajit Thomas who was appointed as Executive Chairman from 1 st February, 2010 has ended on31 st January, 2013 and the Board of Directors had re-appointed him as Executive Chairman for a period of three yearsfrom 1 st February, 2013. His re-appointment as Executive Chairman and payment of remuneration to him on his re-appointment are subject to accord of consent by the shareholders at the ensuing Annual General Meeting. Necessaryresolutions are incorporated in the Notice convening the ensuing Annual General Meeting.

AUDITORS:

M/s. Suri & Co., Chartered Accountants, retire and are eligible for re-appointment. The Audit Committee of the Boardhas recommended their re-appointment.

Corporate Governance:

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

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors report that:

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

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

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

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

SECRETARIAL COMPLIANCE CERTIFICATE:

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

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Cost Accounting Records:The Central Government has prescribed the statutory maintenance of Cost Accounting Records for the products of thecompany and such records are made and maintained by the Company in the manner prescribed.

Cost Audit:

The Board of Directors on the recommendation of the Audit Committee and subject to the approval of the CentralGovernment, had re-appointed M/s.Rajendran, Mani & Varier,Cost Accountants, Cochin to conduct the Cost Audit forthe financial year 2013-2014.

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 BoardChennai AJIT THOMAS30th May, 2013 Executive Chairman

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1) The Company has shown good performance during the year by showing growth in all the business segments. Thesummary of the performance and the growth is given below:

Rs.LakhsParticulars 31.3.2013 31.3.2012 % IncreaseSales and other Income 58672 49015 20Profit before tax 3755 3269 15Provision for taxation 1225 1100 11Profit after tax 2530 2169 17

2) The key performance ratios:Particulars 31.3.2013 31.3.2012Earning per share (After Tax)(Rs.) 538 461.32Profit to Sales (Ratio) (PBT %) 6.39 6.69Current Ratio 2.93 2.25Debt Equity Ratio Nil Nil

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

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

b) Logistics & Trading Division

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

a) CONSUMER PRODUCTS DIVISION:

The Consumer Products Division sustained the momentum of the previous year and recorded 7% growth involume terms during the year 2012-13. AVT continues to be a market leader in Kerala and has impressivemarket share in Tamil Nadu. In Andhra Pradesh,Karnataka, and Orissa, with the introduction of new distributionsystem, the Company has improved the availability and has shown growth in volume . The thrust in the comingyears will be in the new markets of Andhra Pradesh, Karnataka and Orissa.

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

i) Industry Structure:The packet tea market is approximately 280 million Kgs on all India basis and the growth in the same has notbeen significant. The major players in national level are HUL and TATA Tea and followed by Regional Players

AVT, Wagh Bakri, Goodricke, etc.

ii) Opportunities and Threats :

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

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iii) Outlook :The outlook for the industry depends on the growth of the packet tea segment. The strategies for future wouldbe 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 There is marginal drop in sales volume of Materials division . This is due to general slowdownin construction / building Industry .

ii) The sales volume of Rubber export has increased to 2700 MT compared to 1100 MT in previous year.

iii) LOGISTICS & SERVICES Logistics & Services division has shown impressive growth of 25% duringthe year. This is due to high quality service offered to the customers, added to this the concept of totallogistics solution helped us to attain this growth.

II Opportunity/Threats

Opportunities

Trading:

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

Logistics :

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

Threats

Trading &Export;

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

Logistics;

The Company is facing competition from Multi National Logistic Providers who have better strength andinternational presence.

III SEGMENT WISE PERFORMANCE

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

TRADING

There is marginal drop in sales volume of Materials division . This is due to general slowdown in construction/building Industry .

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The sales volume of Rubber export has increased to 2700 MT compared to 1100 MT in previous year.The Agency Division has also continued to show good performance.

SERVICES

The Service division has shown a revenue growth of 25% during the year .

IV OUTLOOK

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

4) RISKS AND CONCERNS:

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

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

Particulars Risk minimising steps

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

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

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

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

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

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

Particulars 31.03.2013 31.03.2012

Sales 58454 48843Other Income 218 172Total Income 58672 49015Materials cost 46958 38529Expenses 7739 6999Profit before Interest and Depreciation 3975 3487Interest 24 19Depreciation 196 199Operating profit for the year 3755 3269Less: Provision for taxation 1225 1100Profit after Tax 2530 2169

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6) INTERNAL CONTROLS :The Company has appropriate and adequate internal controls and also has an In-house Internal Audit Departmentheaded by a Chartered Accountant. The Internal Audit coverage is adequate to ensure that the assets of thecompany are safeguarded and protected and there is regular review by Management on policies, internal controlsand 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 periodicbasis.

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 employeesat all levels by bringing in external faculties. As on 31.3.2013, the company has an employee strength of 322.

9) CAUTIONARY STATEMENT :

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

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

1. COMPANYS PHILOSOPHY ON THE CODE OF GOVERNANCE :

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

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

Code of conduct:

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

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

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

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

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

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

office.

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

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

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

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

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

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

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

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

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

a) Executive Director:

Promoter Mr. Ajit Thomas (Executive Chairman)

b) Non - Executive Directors

Promoters Mrs.Lily Thomas

Mr.Dilip Thomas (Vice Chairman)

c) Non - Executive Directors

Independent Mr.Raghu Bhale Rao

Mr.P.Shankar

Mr.A.D.Bopana

Disclosure of relationship between Directors Inter-Se ( Relatives within the meaning of Section 6 of theCompanies Act, 1956)

(i) Executive Chairman Mr. Ajit Thomas is related to Director Mrs.Lily Thomas and Vice Chairman Mr.Dilip Thomas.

(ii) Director Mrs.Lily Thomas is related to Executive Chairman Mr. Ajit Thomas and Vice-Chairman Mr.Dilip Thomas.

(iii) Vice Chairman Mr.Dilip Thomas is related to Executive Chairman Mr. Ajit Thomas and Director Mrs.Lily Thomas.

3. Board Meetings

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

During the year 2012 2013, the Board met four times. The dates on which the meetings were held are as follows:24.5.2012, 30.7.2012, 25.10.2012 and 31.01.2013.

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

Mrs.Lily Thomas Non-ExecutiveDirector 4 No Two None None

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

Mr.K.Bhagavatheeswaran * Non-ExecutiveDirector 1 No None None None

Mr.L.D.Oliver ** Non-ExecutiveDirector 3 No None None None

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

Mr.A.D.Bopana *** Non-ExecutiveDirector 1 No Two Two Chairman

Director CategoryNo. of Board

Meetingsattended

Last AGMattendance(Yes / No)

No. ofDirector-ships other

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

Foreign Companies

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

WhetherChairman /

Member

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

Note: Mr.P.Shankar was co-opted as a Director of the Company on 30-05-2013.* Mr.K.Bhagavatheeswaran resigned on 07-09-2012.** Mr.L.D.Oliver expired on 20-12-2012.*** Mr.A.D.Bopana was co-opted as a Director of the Company on 31.01.2013.

Shareholding of Non-Executive Directors as on 31.3.2013

Name of the Director No. of Shares Percentage

Mr.Dilip Thomas (Vice Chairman) 145274 30.90

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4. AUDIT COMMITTEE :The Audit Committee was re-constituted. It consists of three members as on date of this report all being Non-Executive Independent Directors as follows :

Names of the Members :

Mr.P.Shankar (Chairman)

Mr.Raghu Bhale Rao

Mr.A.D.Bopana

All members of the Audit Committee are financially literate.

The Committee met four times on 23-05-2012, 30-7-2012, 25-10-2012 and 31-01-2013. 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 alsoincludes the following:

To investigate any activity within its terms of reference

To seek information from any employee

To obtain outside legal or other professional advice.

The details of remuneration paid to all the Directors for the year are as under :

Contribution to PFName Remuneration Sitting Fees & Other Funds Total

Rs. Rs. Rs. Rs.

Mr.Ajit Thomas(Executive Chairman) 6,00,000 Nil 1,87,000 7,87,000

Mrs.Lily Thomas N.A 40,000 N.A 40,000

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

Mr.K.Bhagavatheeswaran * N.A 25,000 N.A 25,000

Mr.L.D.Oliver ** N.A 75,000 N.A 75,000

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

Mr.A.D.Bopana *** N.A 25,000 N.A 25,000

* Mr.K.Bhagavatheeswaran resigned as Director of the Company on 07-09-2012.* * Mr.L.D.Oliver died on 20-12-2012.* * * Mr.A.D.Bopana was co-opted as a Director of the Company on 31-01-2013.

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

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

5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

The Board has re-constituted Shareholders / Investors Grievance Committee comprising of Non-Executive DirectorsMr.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 designatedMr.R.Venugopalan, Chief Financial Officer of the Company as Compliance Officer.

There was no Investor Complaints pending as on 31st

March, 2013.

6. GENERAL BODY MEETINGS :

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

Year Venue Date Time

2009 - 10 - do - 08.09.2010 10.00 A.M.

2010 - 11 - do - 25.08.2011 03.00 P.M.

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

b. Special Resolutions :

Some Special Resolutions were passed at the above Meetings

c. Postal Ballot :

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

7. DISCLOSURES :

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

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

(iii) There has been no pecuniary relationship or transactions between the Company and Non-Executive Directorsduring the financial year 2012-2013.

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

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(v) As per Clause 49 (V) of the Listing Agreements, the Executive Chairman and the Chief Financial Officer havecertified to the Board on their review of financial statements and Cash Flow statements for the year ended 31 st

March, 2013 in the form prescribed by Clause 49 of the Listing Agreements.

(vi) WHISTLE BLOWER POLICY:

Presently, the Company does not have whistle blower policy.

8. COMPLIANCE WITH CORPORATE GOVERNANCE NORMS :

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

9. MEANS OF COMMUNICATION

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

10. GENERAL SHAREHOLDER INFORMATION :

(i) Annual General Meeting- Date and Time Thursday,29th August, 2013 at 11.00 A.M.- Venue At the Registered Office : W-21 / 674, Beach Road, Alappuzha 688 012.

(ii) Financial Calendar Unaudited Results for the quarter ending 30.6.13 Before 15.08.13Unaudited Results for the quarter ending 30.9.13 Before 15.11.13Unaudited Results for the quarter ending 31.12.13 Before 15.02.2014Audited Financial Results for the year ending 31.3.14 Before end of May, 2014

(iii) Dates of Book closure 20th August, 2013 to 29th August, 2013

(iv) Dividend Payment date 20th September, 2013

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

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

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

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

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

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

a. Distribution of Shareholding as on 31.3.2013

No. of Equity Shares Shareholders No. of Equity Shares

Number % Number %

Upto 500 143 66.82 33822 7.19

501 1000 37 17.29 28620 6.09

1001 2000 17 7.94 29378 6.25

2001 3000 5 2.34 11745 2.50

3001 4000 2 0.93 7000 1.48

4001 5000 1 0.47 4500 0.96

5001 10000 2 0.93 11875 2.53

10001 & above 7 3.28 343260 73.00

214 100.00 470200 100.00

b. Pattern of Shareholding as on 31.3.2013

Category No. of Equity Shares Percentage

Promoters & Promoter Group 351210 74.69

Banks 3500 0.74

Bodies Corporate 8220 1.75

Public 107270 22.82

TOTAL 470200 100.00

c. Dematerialisation of Shares :

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

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

TEA COFFEE

a) Nettoor, Maradu, Kerala Vellaikinnar, Coimbatore

b) Othakalmandappam, Coimbatore

c) Kalvathy Road, Kochi, Kerala

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

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

DECLARATIONIt is hereby declared that all the Board Members and Senior Management Personnel of the Company have affirmed toand complied with the Code of Conduct laid down by the Company, for the financial year 2012 2013.

for A.V.THOMAS AND COMPANY LIMITED

Sd/- Ajit ThomasPlace : Chennai Executive ChairmanDate : 30.5.2013

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

We have examined the compliance of conditions of corporate governance by A.V. Thomas & Company Limited (theCompany), for the year ended on 31 st March 2013, as stipulated in Clause 49 of the Listing Agreement of the saidCompany with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination waslimited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditionsof 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 theCompany 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 theefficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR SURI & CO.Chartered Accountants

Firms Regn.No: 004283SR.MAHESH

PartnerPlace: Chennai Membership No. 24775Date : 30th May, 2013

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COMPLIANCE CERTIFICATETo

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

We have examined the registers, records, books and papers of A.V. Thomas and Company Ltd. as required to bemaintained under The Companies Act, 1956, and the rules made there under and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31st March, 2013. In ouropinion and to the best of our information and according to the examinations carried out by us and explanationsfurnished 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 provisionsand the rules made there under 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, Regional Director, Central Government, Company Law Board or other authorities within the timeprescribed under the Act and the rules made there under.

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 24/05/2012, 30/07/2012, 25/10/2012, and 31/01/2013, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5) The company closed its Register of Members, from 01/09/2012 to 10/09/2012 and necessary compliance of Section 154 of the Act has been made.

6) The Annual General Meeting for the financial year ended on 31/03/2012 was held on 10/09/2012 after giving duenotice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Bookmaintained for the purpose.

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

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

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

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

11) The Company has obtained necessary approval from the Board of Directors and members pursuant to Section 314of the Act wherever is applicable.

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

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

(ii) a) The company has deposited the amount of dividend declared in a separate bank account on 10/09/2012which is within 5 days from the date of declaration of dividend.

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(ii) b) The Company has deposited the amount of interim dividend declared in a separate bank account on 04/02/2013, 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 tounpaid dividend account of the Company with Bank of Baroda on 16.10.2012.

(iii) b) The company has paid/ posted demand drafts/ cheques to all members within a period of 30 days fromthe date of declaration of Interim dividend and that all unclaimed or unpaid Interim dividend has beentransferred to unpaid dividend account of the company with the Bank of Baroda on 05.03.2013.

(iv) The company has transferred the amounts in unpaid dividend account in respect of the year 2004-2005( Final)which have remained unclaimed/ unpaid for a period of seven years to Investor Education and protectionFund on 10.10.2012.

(v) The company has transferred the amounts in unpaid dividend account in respect of the year 2005-2006(Interim) which have remained unclaimed/ unpaid for a period of seven years to Investor Education andprotection Fund on 09.03.2013.

(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 to fill casual vacancyhas been duly made. There was no appointment of Director / Additional Director / Alternate Director during theyear.

15) The re-appointment of Executive Chairman has been made in compliance with the provision of Section 269 readwith Schedule XIII to the Act and is subject to passing of necessary resolution by members in general meeting.

16) The company has not appointed any sole selling agent during the financial year.17) The company was not required to obtain any approvals from the Central Government, Company Law Board,

Regional Director, Registrar and/or such authorities as per the provisions of the Act during the financial year.

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

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.

24) The amounts borrowed by the company from Banks during the financial year are within the borrowing limits of thecompany and that necessary resolutions as per the section 293(1) (d) of the Act have been passed in duly convenedGeneral Meeting.

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25) The company has made investments in other bodies corporate in compliance with the provisions of the Act andhas made necessary entries in the register kept for the purpose. The company has not made any loans or givenguarantees or provided securities to other bodies corporate.

26) The company has not altered the provisions of the Memorandum with respect to situation of the companysRegistered 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 companyduring the year under scrutiny.

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

29) The company has not altered the provisions of the Memorandum with respect to share capital of the 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 thecompany for offences under the Act and also no fines or penalties or any other punishment imposed on thecompany.

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

33) As per the information furnished to me, the company has neither constituted any Fund nor created any Trust duringthe financial year under Section 418 of the Companies Act, 1956.

Place : Ernakulam S.VENKITACHALAM, M.Com.,LLB, ACS.Date: : 30.05.2013 Company Secretary

C.P.No.4734

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ANNEXURE ARegisters 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) Rules1960.

13. Register of destruction of Records or Documents.

Place: Ernakulam S.VENKITACHALAM, M.Com.,LLB, ACS.Date: : 30.05.2013 Company Secretary

C.P.No.4734

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

Form 23C 233 B(2) Appointment of Cost 14/06/2012 YES Auditor for the year2012-2013

Form 66 383 A Compliance Certificate 22/09/2012 YES

for the year ended 31.03.2012

Form 32 303 (2) Resignation of Director 03/10/2012 YES

Form 5 INV Rule 3 of the Details of unpaid and 09/10/2012 YESInvestor Education unclaimed amounts lying& Protection Fund, with the CompanyRules 2012

Form 20B 159 Annual Return for the 08/11/2012 YES Annual General Meetingheld on 10.09.2012

Form A-XBRL 209(1)(d) Cost Audit Compliance 19/12/2012 YESReport for 2011-2012

Form 23 AC & 220 Balance Sheet & 22/12/2012 YESForm 23 ACA Profit & Loss A/c for the yearXBRL ended 31.03.2012

Form 32 303 (2) Demise of Director 15/01/2013 YES

Form 5 INV Rule 3 of the Details of unpaid and 15/01/2013 YESInvestor Education unclaimed amounts lying& Protection Fund, with the Company

Rules 2012

Form 32 303 (2) Appointment of Director 25/02/2013 YESin casual vacancy

ANNEXURE B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Governmentor other authorities during the financial year ending on 31st March, 2013

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

Form 25 C 269(2) Re-appointment of Executive 26/03/2013 YESChairman and payment of remuneration

Form I Rule 3 of the Transfer to Investor 29/03/2013 YESInvestor Education Education andand Protection Fund Protection Fund(Awareness and Unpaid Dividend for

Protection of 2004-05 (Final)Investors) Rules2001

Form I Rule 3 of the Transfer to Investor 29/03/2013 YESInvestor Education Education andand Protection Fund Protection Fund(Awareness and Unpaid Dividend forProtection of 2005-06 (Interim)Investors) Rules2001

S. VENKITACHALAM, M.Com., LLB, ACS,Place : Ernakulam Company SecretaryDate : 30.05.2013 C.P. No.: 4734

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INDEPENDENT AUDITORS REPORTTo

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

Report on the Financial Statements

We have audited the accompanying financial statements of A.V. THOMAS & COMPANY LIMITED (the Company) whichcomprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for theyear then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Accounting Standards referredto in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of the financial statementsthat 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 auditin accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement. An audit involves performing procedures to obtainaudit 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, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companyspreparation and fair presentation of the financial statements in order to design audit procedures that are appropriate inthe circumstances. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of thefinancial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis 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 statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013,b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (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 mattersspecified in paragraphs 4 and 5 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on recordby the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointedas a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid undersection 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing themanner in which such cess is to be paid, no cess is due and payable by the Company.


Firms Regn.No: 004283S

R.MAHESHPartner

Place: Chennai Membership No. 24775Date : 30th May, 2013

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ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OFA.V. THOMAS & COMPANY LIMITED, ALAPPUZHA

i) a) The Company has maintained proper records showing full particulars, including quantitative details andsituation of Fixed Assets.

b) Physical verification of major items of these assets has been conducted by the Management during thefinancial year and no material discrepancies were noticed on such verification.

c) No substantial part of fixed assets of the Company has been disposed off during the year.

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 adequatein 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 noticedon 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 coveredin 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 Company has adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of inventory, fixed assets and for the sale of goods or services.

v) a) The particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in theregister required to be maintained under that section.

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

vi) The Company has not accepted any deposits from the public.

vii) The Company has an Internal Audit system commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintainedby the company pursuant to the Rules made 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 prescribedaccounts and records have been made and maintained.

ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including providentfund, investor education and 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 statutorydues were outstanding as at the last day of the financial year for a period of more than six months fromthe date they became payable.

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b) The details of disputed statutory dues which have not been deposited are as under :

Name of the Statute Nature of the dues Amount (Rs.) Forum where dispute is pending

Kerala General KGST Demand 76,95,951 Deputy CommissionerSales tax Act (1989/90 to 1995/96) (Appeals) Kollam

Central Sales Tax CST Demand 4,80,753 Deputy Commissioner Act 1988-89, 1990-91 of Commercial Taxes,

1993-94 to 1995-96 Alappuzha2001-02 to 2004-05

Odisha Value Entry Tax Demand 16,59,697 Joint Commissioner of Added Tax Act 2006-07 to 2009-10 Sales Tax, Berhampur.

x) The Company has no accumulated losses. The Company has not incurred any cash loss in the current financialyear 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) The company has not given any guarantee for loans taken by others from bank 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 forlong-term investment.

xviii) The Company has not made any preferential allotment of shares during the year.

xix) The Company has not issued any debentures.

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 orreported during the year.


Firms Regn.No: 004283S

R.MAHESHPartner

Place: Chennai Membership No. 24775Date : 30th May, 2013

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BALANCE SHEET AS AT 31ST MARCH, 2013

Amount in ` PARTICULARS NOTE NO 31.03.2013 31.03.2012

I. EQUITY AND LIABILITIES :(1) Shareholders funds:

(a) Share Capital 2 47,02,000 47,02,000(b) Reserves and Surplus 3 104,42,27,978 87,35,94,218

104,89,29,978 87,82,96,218(2) Non-current liabilities:

Long Term Provisions 4 1,42,87,385 2,35,56,411

(3) Current Liabilities 5(a) Trade payables 22,00,87,711 27,66,65,502(b) Other current liabilities 7,41,56,765 9,17,02,258(c) Short-term provisions 19,47,02,643 14,77,29,330

48,89,47,119 51,60,97,090

TOTAL 155,21,64,482 141,79,49,719II. ASSETS

(1) Non - current assets(a) Fixed assets

Tangible assets 6 21,89,35,994 19,58,71,463

(b) Non-current investments 7 6,81,26,372 5,69,42,895

(2) Current assets(a) Current Investments 8 23,58,12,943 10,25,21,679(b) Inventories 9 56,48,39,245 40,74,11,053(c) Trade receivables 10 15,47,95,839 26,65,00,821(d) Cash and cash equivalents 11 13,15,08,342 24,13,96,886(e) Short-term loans and advances 12 17,81,45,747 14,73,04,922

126,51,02,116 116,51,35,361Significant Accounting Policies 1

TOTAL 155,21,64,482 141,79,49,719

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 and on behalf of the BoardFor SURI & CO.

Chartered AccountantsFirms Regn.No: 004283S

R. MAHESH AJIT THOMAS P. SHANKARPartner Executive Chairman Director

Place : Chennai, Membership No. 24775 R. VENUGOPALANDate : 30th May, 2013 Chief Financial Officer

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A.V. THOMAS AND COMPANY LIMITED, ALAPPUZHASTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2013

Amount in ` PARTICULARS NOTE NO 31.03.2013 31.03.2012

I. Revenue from operations 13 584,53,53,299 488,42,72,145

II. Other Income 14 2,18,39,545 1,71,99,292

III. Total Revenue (I+II) 586,71,92,844 490,14,71,437

IV. Expenses :

Cost of Materials consumed 15 245,23,03,540 202,54,10,008

Purchase of Stock-in-Trade 226,10,87,057 186,68,76,785

(Increase)/Decrease of Inventory 16 (1,76,30,068) (3,93,71,663)

Employee benefit expense 17 15,29,94,941 13,47,37,026

Finance costs 18 24,37,927 18,99,082

Depreciation and amortization expense 1,95,81,268 1,98,80,516

Sales Expenses 19 40,02,94,773 37,82,82,846

Other Expenses 20 22,06,54,686 18,68,45,290

Total Expenses 549,17,24,124 457,45,59,890

V. Profit before exceptional and

extraordinary items and tax (III-IV) 37,54,68,720 32,69,11,547VI. Exceptional / Extra ordinary items Nil Nil

VII. Profit before tax 37,54,68,720 32,69,11,547

VIII. Tax expense:

Current tax 12,25,00,000 11,00,00,000

Deferred tax Nil Nil

IX. Profit/(Loss) for the period (VII-VIII) 25,29,68,720 21,69,11,547

X. Earnings per equity share:

(1) Basic 27 ` 538.00 ` 461.32(2) Diluted 27 ` 538.00 ` 461.32

Notes 1 & 13 to 34 and Cash Flow Statement form part of this statement of Profit and LossVide our Report of date attached For and on behalf of the Board

For SURI & CO.Chartered Accountants

Firms Regn.No: 004283SR. MAHESH AJIT THOMAS P. SHANKAR

Partner Executive Chairman Director Place : Chennai, Membership No. 24775 R. VENUGOPALANDate : 30th May, 2013 Chief Financial Officer

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Note - 1:NOTES ON ACCOUNTS FOR YEAR ENDED 31 ST MARCH 2013

SIGNIFICANT ACCOUNTING POLICIES

a. ACCOUNTING CONVENTON:

The Financial Statements have been prepared on the historical cost convention in accordance with the generallyaccepted accounting principles and comply in all material respects with the accounting standards notified by theCompanies (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 includetaxes and duties for which CENVAT/VAT credit is available), freight and other direct or allocated expenses duringconstruction period, net of any income earned. Assets acquired on hire purchase are capitalised at principalvalue.

Depreciation is provided at the rates specified in Schedule XIV to the Companies Act, 1956 on the written downvalue method. Assets costing individually less than Rs.5000/- are depreciated at 100%.On addition to and deductionsfrom 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 theimpairment 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 capitalisedas 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, isprovided for. Current Investments are stated at lower of cost and fair value. Investment in Immovable propertiesis stated at cost less depreciation.

f. INVENTORIES:

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

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g. REVENUE RECOGNITION:Revenue is recognised on their accrual and when no significant uncertainty on measurability or collectabilityexists. 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 onto the buyer, usually on delivery of goods. The Company collects sales taxes and value added taxes (VAT) onbehalf of the Government and therefore, these are not economic benefits flowing to the Company. Hence, theyare 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 theCompany. Hence, it is excluded from revenue.

Interest:

Interest income is recognised on a time proportion basis taking into account the amount outstanding and theapplicable interest rate. Interest income is included under the head Other income in the Statement of Profit andLoss.

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 providedfor on the basis of independent actuarial valuation based on projected unit credit method made at the end of eachfinancial 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 aredefined contribution schemes, are charged to the Statement of Profit and Loss of the year when the contributionto 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 areeffected. The Company uses foreign exchange forward contracts to hedge its exposure to movements in foreignexchange rates and the resultant gain or loss is dealt within the Statement of Profit and Loss on completion of thetransaction. Monetary items denominated in foreign currency and outstanding at the Balance sheet

A v Thomas & Co Ltd 2013

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